What changed in this filing

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Item 1. Business

2025-04-07 compared with 2024-04-03 · 140 added, 130 removed, 244 unchanged (53% of the section changed)

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We have been an authorized dealer of CNH Industrial N.V.

subsidiaries (collectively referred to in this Form 10-K as "CNH Industrial") since our inception in 1980.

CNH Industrial is a leading manufacturer and supplier of agricultural and construction equipment, which includes the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction brands.

subsidiaries (collectively referred to in this Annual Report on Form 10-K (this "Form 10-K") as "CNH Industrial") since our formation in 1980.

CNH Industrial is a leading global manufacturer and supplier of agricultural and construction equipment, which includes the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction brands.

Based upon information provided to us by CNH Industrial, we are the largest retail dealer of Case IH Agriculture equipment in the world, one of the largest retail dealers of Case Construction equipment in North America and one of the largest retail dealers of New Holland Agriculture and New Holland Construction equipment in the United States.

In addition to the CNH Industrial brands, we sell and service equipment supplied by a variety of other manufacturers and distributors.

We operate our business in four reportable segments, Agriculture, Construction, Europe (formerly known as "International"), and Australia, within which we engage in four principal business activities:

We operate our business in four reportable segments, Agriculture, Construction, Europe and Australia, within which we engage in four principal business activities:

• new and used equipment sales;

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This diversification helps to lower our overall exposure to adverse economic cycles that affect particular geographic markets or segments.

We also believe our scale, customer service, centralized resources, and experienced management team provide us with a competitive advantage in many of our local markets.

Throughout our 43-year operating history, we have built an extensive network of 94 full service stores in the United States, 39 stores in Europe and 15 stores in Australia.

We also believe our scale, customer service strategy, centralized resources, and experienced management team provide us with a competitive advantage in many of our local markets.

Over our 44-year operating history, we have built an extensive network of 93 full service stores in the United States, 40 stores in Europe and 15 stores in Australia.

Our Agriculture stores in the U.S.

are located in Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming and include several highly productive farming regions, such as the Red River Valley in eastern North Dakota and northwestern Minnesota, portions of the corn belt in Iowa, eastern South Dakota and southern Minnesota, the I-80 corridor region in Nebraska, which sits on top of the Ogallala Aquifer, and the Snake River Valley in eastern Idaho.

are located in Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming and in several highly productive farming regions, such as the Red River Valley in eastern North Dakota and northwestern Minnesota, portions of the corn belt in Iowa, eastern South Dakota and southern Minnesota, the I-80 corridor region in Nebraska, which sits on top of the Ogallala Aquifer, and the Snake River Valley in eastern Idaho.

Our Construction stores are located in Colorado, Iowa, Minnesota, Nebraska, North Dakota, South Dakota, and Wisconsin.

Internationally, the Company's European stores are located in the countries of Bulgaria, Germany, Romania, and Ukraine, and our Australian stores are located in the states of New South Wales, South Australia, and Victoria in Southeastern Australia.

Internationally, our European stores are located in Bulgaria, Germany, Romania, and Ukraine, and our Australian stores are located in New South Wales, South Australia, and Victoria in Southeastern Australia.

We have a history of growth through acquisitions.

Those acquisitions vary from single dealerships to larger dealership groups with locations in multiple states.

Since January 1, 2003, we have completed over 60 acquisitions located in 15 U.S.

states, four European countries, and three Australian states, along with establishing a new network of dealership locations in Ukraine.

Those acquisitions vary from single dealerships to larger dealership groups with multiple locations.

Since January 1, 2003, we have completed approximately 60 acquisitions with locations in 15 U.S.

states, four European countries, and three Australian states, and have established a network of dealership locations in Ukraine.

We believe that there will continue to be opportunities for dealership consolidation in the future, and we expect that acquisitions will continue to be a component of our long-term growth strategy.

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New and Used Equipment Sales

We sell new agricultural and construction equipment manufactured under the CNH Industrial family of brands as well as equipment from a variety of other manufacturers.

We sell new agricultural and construction equipment manufactured under the CNH Industrial family of brands and equipment from a variety of other manufacturers.

We also sell used equipment, which is primarily acquired through trade-ins from our customers.

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The construction equipment we sell and service includes heavy construction machinery, light industrial machinery for commercial and residential construction, and road and highway construction machinery.

Equipment sales generate cross-selling opportunities by populating our markets with equipment that will be in need of service and parts.

Equipment revenue represented 77.8%, 77.5% and 75.4% of total revenue for the fiscal years ended January 31, 2024, 2023 and 2022.

Equipment sales generate cross-selling opportunities by populating our markets with equipment that will need service and parts.

Equipment revenue represented 75.9%, 77.8% and 77.5% of total revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively.

We maintain an extensive in-house parts inventory to provide timely parts and repair and maintenance support to our customers.

Our parts sales provide a revenue stream that is less sensitive to economic cycles than our equipment sales.

Parts revenue represented 14.9%, 14.8% and 15.6% of total revenue for the fiscal years ended January 31, 2024, 2023 and 2022.

Parts revenue represented 15.9%, 14.9% and 14.8% of total revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively.

Equipment Repair and Maintenance Services

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In addition, our technicians are able to make off-site repairs at customer locations.

We provide proactive and comprehensive customer service by maintaining service histories for each piece of equipment owned by our customers, maintaining 24/7 service hours in times of peak equipment usage, providing on-site repair services, scheduling off-season maintenance activities with customers, notifying customers of periodic service requirements and providing training programs to customers in order to educate them on standard maintenance requirements.

We provide proactive and comprehensive customer service by maintaining service histories for each piece of equipment owned by our customers, maintaining 24/7 service hours in times of peak equipment usage, providing on-site repair services, scheduling off-season maintenance activities with customers, notifying customers of periodic service requirements and providing training programs to customers to educate them on standard maintenance requirements.

Our aftermarket repair and maintenance services have historically provided a high-margin and stable source of revenue through changing economic cycles.

Service revenue represented 5.7%, 5.9% and 6.8% of total revenue for the fiscal years ended January 31, 2024, 2023 and 2022.

Service revenue represented 6.7%, 5.7% and 5.9% of total revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively.

Equipment Rental and Other Business Activities

We rent equipment to our customers, primarily in the Construction segment, for periods ranging from a few days to seasonal rentals.

We rent equipment to our customers, primarily in the Construction segment, for periods ranging from a few days to full seasons.

We manage the size, quality, age and composition of our rental fleet and closely monitor and analyze customer demand and rate trends.

We service our rental fleet through our on-site parts and services team and market our rental equipment through our retail sales force.

Our rental activities create cross-selling opportunities in equipment sales, including rent-to-own purchase options on our non-fleet rentals.

We provide ancillary equipment support activities such as equipment transportation, Global Positioning System ("GPS") signal subscriptions and other precision farming products, farm data management products, and CNH Industrial finance and insurance products.

Equipment rental and other revenue represented 1.6%, 1.8% and 2.2% of total revenue for the fiscal years ended January 31, 2024, 2023 and 2022.

Our rental activities create cross-selling opportunities in equipment sales, including rent-to-own purchase options.

We provide ancillary products and services such as equipment transportation, Global Positioning System ("GPS") signal subscriptions and other precision farming products, farm data management products, and CNH Industrial finance and insurance products.

Rental and other revenue represented 1.5%, 1.6% and 1.8% of total revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively.

Industry Overview

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Agricultural equipment manufacturers typically grant dealers in the United States defined sales and marketing territories with designated store locations to distribute their products.

We believe there are many factors that influence demand for agricultural equipment, parts, and repair and maintenance services, including net farm income, commodity markets, production yields, tariffs and trade policies, interest rates, government policies, European Union subvention funds and individual European country subsidies, tax policies, local growing conditions, and general economic conditions.

Any of these conditions can change materially in a short time period, creating volatility in demand for our products and services.

U.S federal legislation, such as the 2018 Farm Bill and its subsequent extensions, attempts to stabilize the agriculture industry through various policies including (i) commodity programs consisting of direct, counter-cyclical and price support payments to farmers;

We believe there are many factors that influence demand for agricultural equipment, parts, and repair and maintenance services, including net farm income, commodity markets, production yields, tariffs and trade policies, interest rates, government policies, availability of European Union subvention funds and individual European country subsidies, tax policies, local growing conditions, and general economic conditions.

Any of these factors can change materially in a short time period, creating volatility in demand for our products and services.

U.S federal legislation, such as the U.S.

Farm Bill and its subsequent extensions, along with other federal programs, attempt to stabilize the U.S.

agriculture industry through various programs including (i) commodity programs consisting of direct, counter-cyclical and price support payments to farmers;

(ii) conservation programs;

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and (iv) disaster relief programs.

The Farm Management Deposit scheme is used by farmers in Australia to help deal with uneven income flows by making deposits during more profitable years and receiving repayments during years with lower profitability.

We believe that these various federal policies reduce financial volatility in the agriculture industry and assist farmers in continuing to operate their farms during economic down cycles and through the adverse headwinds caused by trade policies and tariffs.

In Australia, the Farm Management Deposit program is used by farmers to help with uneven income flows by making deposits during more profitable years and receiving repayments during years with lower profitability.

We believe that these various governmental programs reduce financial volatility in the agriculture industry and assist farmers in continuing to operate their farms during economic down cycles and through the adverse headwinds caused by trade policies and tariffs.

Construction Equipment Industry

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As with agricultural equipment, distribution of construction equipment in the United States is accomplished primarily through manufacturer authorized dealers.

CNH Industrial and industry reports show that demand for construction equipment in our markets is driven by several factors, including (i) public spending on roads, highways, sewer and water projects, and other public works projects;

Industry reports show that demand for construction equipment in our markets is driven by several factors, including (i) public spending on infrastructure, such as, roads, highways, sewer and water, and other public works projects;

(ii) public and private expenditures for the energy, mining, and forestry industries;

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Our centralization of numerous administrative functions better positions our employees in the field to focus on customer service.

We believe that the following capabilities enable us to better service our customers:

We believe that the following capabilities enable us to better serve our customers:

• our ability to staff a large number of highly-trained service technicians across our network of stores, which makes it possible to schedule repair services on short notice without affecting our technician utilization rates;

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• our ability to innovate and lead our industry through initiatives such as precision farming and farm data management products and services, which provide our customers with the latest advances in technology and operating practices.

We spend significant time and resources training our employees to effectively service our customers in each of our local markets.

We spend significant time and resources training our employees to effectively serve our customers in each of our local markets.

Our training program involves active participation in all manufacturer-sponsored training programs, the use of industry experts for customized training programs, and a centralized training team to assist in training programs and the integration of newly-acquired dealerships.

We partner with many technical colleges to offer scholarships and sponsor students who we plan to eventually employ as service technicians.

We also offer a federally regulated and approved service technician apprenticeship program that provides our employees with the opportunity to obtain a national, industry recognized credential through full-time on-the-job-training with us.

We partner with many technical colleges to offer financial aid to students who we plan to eventually employ as service technicians.

We also offer a federally regulated and approved service technician apprenticeship program that provides our employees with the opportunity to obtain a national, industry recognized certification earned through full-time on-the-job-training with Titan Machinery.

Ability to Act on Acquisition Opportunities

We believe that our experienced management team and access to capital enable us to be opportunistic in responding to accretive growth opportunities, primarily arising from the continued consolidation of the equipment dealer network.

Professional Centralized Marketing Systems

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We recognize that attracting and retaining talented employees is essential to achieving outstanding company performance.

We strive to develop our employees through a structured training program and to invest in our employees’ development.

We strive to develop our employees through internal training programs as well as third-party training programs hosted by our manufacturers and other professional services.

In addition, we have robust compensation tools that allow us to react to rapidly changing market conditions and reward employees for high performance.

We believe that our efforts in these areas will enable us to attract and retain superior employees necessary for us to be successful in our industry.

See “Human Capital”.

See additional discussion in this Item 1 under the heading “Human Capital”.

Diverse and Stable Customer Base Reduces Market Risk

Our large geographic footprint covering thirteen U.S.

Our large geographic footprint covering fifteen U.S.

states, four European countries and three Australian states provides a diversified customer base.

We believe that this diverse customer base reduces the potential impact of risks associated with customer concentration and fluctuations in local market conditions.

We believe that this diverse customer base reduces the potential impact of risks associated with customer concentration and fluctuations in local market conditions that may be experienced by smaller dealers.

During fiscal 2025, none of our customers accounted for more than 1.0% of our total revenue.

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Experienced Management Team

Our executive team is led by Bryan Knutson, our Chief Executive Officer who was appointed on February 1, 2024, and has over 20 years of industry experience at our Company ranging from equipment sales to executive positions.

David Meyer, Chief Executive Officer up to February 1, 2024, has over 40 years of industry experience as a founder of our Company and will serves as the Company’s Executive Chairman during the 2025 fiscal year.

Robert Larsen, Chief Financial Officer, has 15 years of industry and other finance leadership experience having worked at CNH Industrial, Raven Industries, and PricewaterhouseCoopers prior to joining the Company.

Our executive team is led by Bryan Knutson, our Chief Executive Officer who was appointed on February 1, 2024.

Knutson has over 20 years of industry experience at our Company ranging from equipment sales to executive positions.

Robert Larsen, our Chief Financial Officer, has 15 years of industry and other finance leadership experience having worked at CNH Industrial, Raven Industries, and PricewaterhouseCoopers prior to joining the Company.

Our other executive team members, managers in the field, and equipment sales consultants also have extensive knowledge and experience in our industry.

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Increasing same-store sales and market share are among our top priorities.

This type of growth enhances our current period sales revenue and increases our potential future revenue given the potential for recurring parts and service business during the life of the sold equipment.

We seek to generate growth in same-store sales and market share through the following:

This type of growth enhances our current period sales revenue and increases the potential for recurring parts and service business during the life of the sold equipment.

We seek to generate growth in same-store sales and market share by:

• employing significant marketing and advertising programs, including targeted direct mailings, Titan website efforts, internet based marketing, advertising with targeted local media outlets, participation in and sponsorship of trade shows and industry events, regular direct mail advertising, and by hosting open houses, service clinics, equipment demonstrations, product showcases and customer appreciation outings;

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Strategic Acquisitions

Since January 1, 2003, we have completed over 60 acquisitions located in 15 U.S.

Since January 1, 2003, we have completed approximately 60 acquisitions with locations in 15 U.S.

states, four European countries and three Australian states.

In addition, we have added dealership locations in Ukraine through new start-up operations.

In addition, we have developed our dealership network in Ukraine through new start-up operations.

The agricultural and construction equipment dealership industries are fragmented and consist of many relatively small, independent businesses serving discrete local markets.

We believe a favorable climate for dealership consolidation will continue to exist in the future due to several factors, including the competitiveness of our industry, increased dealer capitalization requirements, increased sophistication and complexity of equipment and related technologies, increased expectations from our customers and our equipment suppliers, and the lack of succession alternatives for many current owners.

We believe a favorable climate for dealership consolidation will continue to exist in the future due to several factors, including the competitiveness of our industry, significant industry cyclicality, including prolonged downturns, increased dealer capitalization requirements, increased sophistication and complexity of equipment and related technologies, increased expectations from our customers and our equipment suppliers, and the lack of succession alternatives for many current owners.

We intend to pursue acquisitions with the objectives of consolidating distribution within our existing footprint, entering new markets, and strengthening our competitive position.

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We regularly assess the acquisition landscape, evaluating potential acquisitions in terms of availability and alignment to our long-term growth strategy.

Typically, in an acquisition, we have acquired only the working capital and fixed assets that we believe are necessary to run an efficient store, and we do not generally assume any indebtedness.

Typically, in an acquisition, we acquire only the working capital and fixed assets that we believe are necessary to run an efficient store, and we do not generally assume any indebtedness.

On occasion, we have acquired all of the outstanding equity of a company.

Acquisitions are typically financed with available cash balances, floorplan payable line of credit capacity, and long-term debt.

Acquisitions are typically financed with available cash, floorplan line of credit capacity, and long-term debt.

The consent of CNH Industrial is required to acquire any CNH Industrial dealership.

Additionally, the consent of our lender group, consisting of a number of national and regional banks (the “Bank Syndicate”), is required for acquisitions over certain thresholds or other criteria as defined in our credit agreement.

CNH Industrial—Case IH Agriculture, Case Construction, New Holland Agriculture and New Holland Construction

CNH Industrial—Case IH Agriculture, Case Construction, New Holland Agriculture, New Holland Construction and Steyr

CNH Industrial is a publicly-traded, global leader in the agricultural and construction equipment industries.

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CNH Industrial is the world’s second largest manufacturer of agricultural equipment, manufacturing the Case IH Agriculture and New Holland Agriculture brands of equipment.

Case IH Agriculture, recognized by the red color of its equipment, possesses over 170 years of farm equipment heritage.

New Holland Agriculture, recognized by the blue color of its tractors and the yellow color of its harvesting and hay equipment, has over 120 years of farm equipment industry experience.

The Case Construction and New Holland Construction brands are also owned and operated by CNH Industrial.

Case IH Agriculture, recognized by the red color of its equipment, has over 170 years of farm equipment heritage.

New Holland Agriculture, recognized by the blue color of its tractors and the yellow color of its harvesting and hay equipment, has over 120 years of farm equipment industry heritage.

The Case Construction, New Holland Construction and Steyr brands are also owned and operated by CNH Industrial.

In fiscal 2025, CNH Industrial supplied approximately 76% of the new equipment sold in our Agriculture segment, 79% of the new equipment sold in our Construction segment, 65% of the new equipment sold in our Europe segment and 74% of the new equipment sold in our Australia segment.

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Our Case IH commercial sprayer application distribution rights were granted to us in connection with our acquisition of Heartland Ag in fiscal year 2023.

For our full-line distribution dealer locations, these distribution rights are granted through amendments to our full-line dealer agreements adding floaters and sprayers as authorized products permitted to be sold to commercial application customers.

For our non-full-line dealer locations, our distribution rights are set forth in new Case IH dealer agreements granting us distribution rights to sell floaters and sprayers to commercial application customers.

For purposes of this Form 10-K, the granted distribution rights for the commercial application sprayers and floaters in territories without full-line dealer locations are referred to as the “Non-Full-Line Footprint Commercial Application Distribution Rights”.

For our full-line distribution dealer locations, these distribution rights were granted through amendments to our full-line dealer agreements adding floaters and sprayers as authorized products permitted to be sold to commercial application customers.

For the acquired Heartland Ag locations not within our full line dealership territory, our distribution rights were set forth in new Case IH dealer agreements granting us distribution rights to sell floaters and sprayers to commercial application customers.

Each of the CNH Industrial Dealer Agreements assigns to us a geographically defined area of primary responsibility, providing us with distribution and product support rights within the identified territory for specific equipment products.

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If we sell a portion of our commercial sprayer application business related to the Non-Full-Line Commercial Application Distribution Rights prior to the expiration date of August 1, 2030 (or such later date as agreed to by the parties), then we are required to pay to CNH Industrial the sales consideration paid by such buyer for the applicable commercial application distribution rights;

provided that Titan would receive sales consideration from the buyer in an amount not less than the fair value of the facilities, fixed assets, current assets, and other investments applicable to the location and market being sold.

If we acquire a Case IH full-line dealer location within any of the territories for which we then possess the Non-Footprint Commercial Application Distribution Rights, as part of its approval process, Case IH may require Titan to pay an agreed upon amount for the inclusion of the commercial application sprayer distribution rights in the new dealer agreement for the acquired location.

provided that Titan Machinery is entitled to receive sales consideration from the buyer in an amount not less than the fair value of the facilities, fixed assets, current assets, and other investments applicable to the location and market being sold.

If we acquire a Case IH full-line dealer location within any of the territories for which we then possess the Non-Full Line Commercial Application Distribution Rights, as part of its approval process, Case IH may require Titan Machinery to pay an agreed upon amount for the inclusion of the commercial application sprayer distribution rights in the new dealer agreement for the acquired location.

CNH Industrial has the right to terminate its dealer agreements with us immediately in certain circumstances, including in the event of (i) our insolvency or bankruptcy, (ii) a material breach by us of the provisions of a CNH Industrial Dealer Agreement or (iii) our failure to secure the consent of CNH Industrial prior to the occurrence of a “change in control” event.

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Our CNH Industrial Dealer Agreements require us to operate any material business activities not related to sales of CNH Industrial products or services to customers in agricultural, construction, industrial or similar markets separately from our CNH Industrial dealership business.

CNH Industrial and other equipment suppliers frequently provide to its dealers interest free financing on equipment purchases.

CNH Industrial and other equipment suppliers frequently provide their dealers interest free financing on equipment purchases.

The interest free periods are for varying terms but generally less than 6 months.

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CNH Industrial makes available to us any floorplan programs, parts return programs, sales or incentive programs or similar plans or programs it offers to its other dealers and provides us with promotional items and marketing materials.

The CNH Industrial Dealer Agreements for our international operations, with the exception of Ukraine and Australia, grant to us exclusive territories.

The CNH Industrial Dealer Agreements for our European operations, with the exception of Ukraine, grant us exclusive territories.

The CNH Industrial Dealer Agreements for our Australian operations assigns to us a geographically defined area of primary responsibility, providing us with distribution and product support rights within the identified territory for specific equipment products.

Although the dealer appointment is non-exclusive, in each territory there is typically only one dealer responsible for retail sales to end-users and for after-sales product support of the equipment.

In both Europe and Australia, we are restricted in our ability to sell competing products in our assigned territories.

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These products tend to address specialized niche markets and complement the CNH Industrial products we sell by filling gaps in the CNH Industrial line of products.

We believe our offering of products for specialized niche markets supports our goal of being a one-stop solution for our customers’ equipment needs at each of our stores.

Approximately 29% of our total new equipment sales in fiscal 2024 resulted from sales of products manufactured by companies other than CNH Industrial, with our single largest manufacturer other than CNH Industrial representing approximately 3% of our total new equipment sales during fiscal 2024.

We believe our offering of products for specialized niche markets supports our goal of being a one-stop solution for our customers’ equipment needs.

Approximately 25% of our total new equipment sales in fiscal 2025 resulted from sales of products manufactured by companies other than CNH Industrial, with our single largest manufacturer other than CNH Industrial representing approximately 4% of those total new equipment sales.

The terms of our arrangements with these other suppliers vary, but most of the dealership agreements contain termination provisions allowing the supplier to terminate the agreement after a specified notice period, which is typically 30 days.

Payment and financing practices with these other suppliers are similar to those practices described above with respect to CNH Industrial.

Our North America agriculture customers vary from small, single machine owners to large farming operations to large commercial application operations, primarily in the states of Idaho, Iowa, Kansas, Missouri, Minnesota, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming.

Our North America agriculture customers vary from small, single machine owners to large farming operations and commercial application operations, primarily in the states of Idaho, Iowa, Kansas, Missouri, Minnesota, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming.

In fiscal 2025, no single agriculture customer accounted for more than 1.0% of our Agriculture revenue.

Our construction customers include a wide range of construction contractors, public utilities, forestry, energy companies, farmers, municipalities and maintenance contractors, primarily in the states of Colorado, Iowa, Minnesota, Nebraska, North Dakota, South Dakota, and Wisconsin.

They vary in size from small, single machine owners to large firms.

Our North American construction customers include a wide range of construction contractors, public utilities, forestry, energy companies, farmers, municipalities and maintenance contractors, primarily in the states of Colorado, Iowa, Minnesota, Nebraska, North Dakota, South Dakota, and Wisconsin.

These customers vary in size from small, single machine owners to

In fiscal 2025, no single construction equipment customer accounted for more than 2.0% of our Construction revenue.

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In fiscal 2025, no single European customer accounted for more than 2.0% of our Europe revenue.

Our Australian customers vary from small, single machine owners to large farming operations, primarily in the states of New South Wales, South Australia, and Victoria.

Our Australian customers vary from small, single machine owners to large farming operations, primarily in New South Wales, South Australia, and Victoria.

In fiscal 2025, no single Australian customer accounted for more than 1.0% of our Australia revenue.

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The cost of floorplan payable financing is an important factor affecting our financial results.

CNH Industrial Capital offers floorplan payable financing to CNH Industrial dealers to finance the purchase of inventory from CNH Industrial and for used equipment inventory purchased on trade-ins from our customers.

CNH Industrial Capital offers floorplan payable financing to CNH Industrial dealers to finance the purchase of new inventory from CNH Industrial and for the purchase of used equipment inventory on trade-ins from our customers.

CNH Industrial Capital provides this financing in part to enable dealers to carry representative inventories of equipment and encourage the purchase of goods by dealers in advance of seasonal retail demand.

CNH Industrial Capital charges variable market rates of interest based on the prime rate on balances outstanding after any interest-free periods and receives a security interest in inventory and other assets.

CNH Industrial Capital charges variable market interest rates based on the prime rate on balances outstanding after any interest-free periods and receives a security interest in inventory and other assets.

Interest-free periods are generally four months in duration for both new and used agriculture and construction equipment.

As of January 31, 2024, we had a $875.0 million floorplan credit facility with CNH Industrial Capital.

In addition to the CNH Industrial Capital floorplan line of credit, as of January 31, 2024, we also had a $275.0 million wholesale floorplan line of credit under the Bank Syndicate Agreement, and a $80.0 million credit facility with DLL Finance LLC that can be used to finance inventory purchases.

In addition, we have other lines of credit offered by various financial institutions as well as floorplan payable financing programs offered by manufacturers and suppliers, or their third party lenders, from which we purchase equipment inventory.

As of January 31, 2025, we had an $875.0 million floorplan credit facility with CNH Industrial Capital.

In addition to the CNH Industrial Capital floorplan line of credit, as of January 31, 2025, we also had a $390.0 million wholesale floorplan line of credit under the Bank Syndicate Agreement, and an $80.0 million credit facility with DLL Finance LLC ("DLL Finance") that can be used to finance inventory purchases.

Sales and Marketing

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Equipment Sales Consultants and Centralized Support

Our equipment sales employees (who we refer to as “equipment sales consultants”) perform a variety of functions, such as servicing customers at our stores, calling on existing customers, and soliciting new business at farming, construction and industrial sites.

Our equipment sales employees (who we refer to as “equipment sales consultants”) perform a variety of functions, such as servicing customers at our stores, calling on existing customers, and cultivating new customer relationships through off-site meetings.

We develop customized marketing programs for our sales force by analyzing each customer group for profitability, buying behavior and product selection.

All members of our sales force are expected to participate in internal and external manufacturer-sponsored training sessions to develop product and application knowledge, sales techniques and financial acumen.

Our shared resources group provides centralized sales and marketing support for our field operations, and coordinates centralized media buys, strategic planning, sales support, training, and manages advertising reimbursement opportunities from our suppliers.

In addition, we enable our regional and area managers and their sales teams to develop localized sales and marketing strategies.

Our shared resources marketing group provides centralized support for our field operations, including media buys, strategic planning, sales support, training, and management of advertising reimbursement opportunities from our suppliers.

In addition, we encourage our regional and area managers and their sales teams to develop localized sales and marketing strategies.

Parts Sales Managers and Service Managers

Our parts sales managers and service managers at our stores are involved in our efforts to market our parts and service offerings, taking advantage of our seasonal marketing campaigns in parts and service sales.

Our parts sales managers and service managers at our stores are involved in our efforts to market our parts and service offerings, including our seasonal marketing campaigns.

Much of our focus on aftermarket campaigns is promoting proactive equipment inspections designed to spot and address mechanical issues before they result in costly downtime.

Other proactive aftermarket initiatives include offering extended warranty and equipment maintenance packages with the equipment we sell.

We believe these efforts result in improved customer experience and reduced cost of ownership for our customers as well as securing a steady and reliable stream of aftermarket sales.

Our website, www.titanmachinery.com, is the central hub for all our marketing campaigns.

We have built a large amount of content related to the equipment we sell and service, the technology used by our customers in conjunction with the equipment, and information about our Company and what we have to offer prospective employees.

Other proactive aftermarket offerings include extended warranty and equipment maintenance packages for the equipment we sell.

We believe these efforts improve our customers’ experiences and reduce their cost of ownership, while at the same time securing a steady and reliable stream of aftermarket sales for us.

Our website, www.titanmachinery.com, is the central hub for all of our marketing campaigns.

We maintain a large amount of content related to the equipment we sell and service, the technology used by our customers in conjunction with the equipment, and information about our Company and what we have to offer prospective employees.

Used equipment inventories are one of the most highly trafficked sections of our website.

Customers can search and view equipment based on type, manufacturer, price and/or store location.

Customers can search and view equipment based on type, manufacturer, price or store location.

Pictures and descriptions of each piece of equipment are displayed, along with the equipment specifications, price and store location.

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Other sales and financing programs are also marketed through our website.

Customers can view construction rental equipment rates and specifications on the website and submit rental requests by completing a simple form.

All external job openings are listed as well as detailed information about our apprenticeship and internship programs, tech school sponsorships and other student programs.

Customers can view construction rental equipment availability, rates, and specifications on the website and submit rental requests by completing a simple form.

All external job openings are listed on our website, as well as detailed information about our apprenticeship and internship programs, technical college sponsorships and other student programs.

Finally, our website provides dealer locator search functions and contact information for the various departments at each of our stores.

Print, Broadcast and Web-Based Advertising Campaigns

Each year we initiate numerous targeted direct mail, print and broadcast advertising and marketing campaigns.

Our Marketing team utilizes the latest digital marketing tools including digital display, search engine marketing, and social media advertising to promote our products and services and to reach customers that are doing their own online research and direct them to the content and resources on our website.

We believe this is the highest return on investment advertising, and as such, the majority of our marketing expenditures are through digital channels.

Additionally, each year we initiate numerous targeted direct mail, print and broadcast advertising and marketing campaigns.

CNH Industrial and other suppliers periodically provide us with advertising funds, which we primarily use to promote new and used equipment, parts, proactive service offerings including uptime inspections and preventative maintenance, and financing programs.

Channels for Selling Aged or Excess Equipment Inventory

In certain circumstances, we sell aged equipment inventories through the use of alternative channels such as onsite and online auctions.

In certain circumstances, we sell aged equipment inventories through alternative channels such as onsite and online auctions.

The agricultural and construction equipment sales and distribution industries are highly competitive and fragmented.

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We are one of the established regional-scale agricultural and construction equipment dealers in the United States.

The number of other agricultural and construction equipment dealers operating on a regional scale is limited.

There are a limited number of other agricultural and construction equipment dealers operating on a regional scale.

Our primary regional-scale competitors include RDO Equipment Co., Butler Machinery Company, Ziegler Inc., Brandt Holdings Co., Wagner Equipment Co., 21st Century Equipment, LLC, AKRS Equipment Solutions, Inc., C & B Operations, LLC, and Van Wall Equipment, Inc.

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We maintain a website at www.titanmachinery.com.

We make available, free of charge, copies of our annual report on Form 10-K (the "Form 10-K"), quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on our website, www.titanmachinery.com, as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission ("SEC").

We are not including the information on our website as a part of, or incorporating it by reference into, this Form 10-K.Our SEC filings are also available at www.sec.gov.

We make available, free of charge, copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on our website, as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission ("SEC").

We are not including the information on our website as a part of, or incorporating it by reference into, this Form 10-K.

Our SEC filings are also available at www.sec.gov.

Intellectual Property

We have registered trademarks for certain names and designs used in our business and have trademark applications pending for certain others.

We operate our North American and European stores under the Titan Machinery name, and plan to convert our Australian stores to the Titan brand in the near future.

We operate our North American and European stores under the Titan Machinery name, and have

continued to operate our Australian stores under the J.J.

O’Connors name.

Case IH, Case and New Holland are registered trademarks of CNH Industrial, which we are authorized to use pursuant to the terms of the CNH Industrial Dealer Agreements.

We also license trademarks and trade names from other suppliers of equipment to us.

In addition, other suppliers of equipment have authorized us to use their registered trademarks and trade names.

Product Warranties

Product warranties for new equipment and parts are provided by the original equipment manufacturer (“OEM”).

The term and scope of these warranties vary greatly by OEM and by product.

The term and scope of these warranties vary by OEM and by product.

At the time equipment is purchased, we also offer customers the option of purchasing extended warranty protection provided by the OEM or through various third-party warranty providers.

We are paid by the OEM for repairs we perform on equipment under warranty.

We generally sell used equipment "as is" and without OEM warranty unless the original warranty period has not expired and is transferable.

We are paid by the OEM for repairs we perform on equipment that is covered by warranty.

We generally sell used equipment "as is" and without an OEM warranty unless the original warranty period has not expired and is transferable.

We also offer extended warranty programs on certain used equipment through various third-party warranty providers.

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The agricultural and construction equipment businesses are highly seasonal, which causes our quarterly results and our cash flow to fluctuate during the year.

Our customers generally purchase and rent equipment in preparation for, or in conjunction with, their busy seasons.

Our customers generally purchase, rent, and repair equipment in preparation for, or in conjunction with, their busy seasons.

For farmers, the busy seasons are the planting and harvesting seasons.

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Weather conditions impact the timing of our customers' busy times, which may cause our quarterly financial results to differ between fiscal years.

In addition, the fourth quarter typically is a significant period for equipment sales in the U.S.

because of our customers’ year-end tax planning considerations, the timing of dealer incentives and the increase in availability of funds from completed harvests and construction projects.

In addition, our fourth quarter typically is a significant period for equipment sales in the U.S.

because of our customers’ year-end tax considerations, the timing of dealer incentives and the increase in availability of funds from completed harvests and construction projects.

Seasonal weather trends, particularly severe wet or dry conditions, can have a significant impact on regional agricultural and construction market performance by affecting crop production yields and the ability to undertake construction projects.

Weather conditions that adversely affect the agricultural or construction markets would have a negative effect on the demand for our products and services.

In addition, numerous external factors such as credit markets, government subsidies, commodity prices, production yields, input costs, and other circumstances may disrupt normal purchasing practices and buyer sentiment, further contributing to the seasonal fluctuations.

Weather conditions that adversely affect the agricultural or construction markets would have a negative effect on the demand for our products and services in the affected markets.

Human Capital

We recognize that our success is highly dependent upon the talents and dedication of our employees, an inclusive and engaged workforce composed of individuals with diverse backgrounds and ideas, and the maintenance of a healthy and safe work environment.

Employee Recruitment and Inclusion

We recognize that our success is highly dependent upon the talents and dedication of our employees and the maintenance of a healthy and safe work environment.

Employee Recruitment

We strive to attract the best talent from a variety of sources to meet the current and future needs of our business.

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We also actively look to the armed forces for opportunities to hire hard-working, responsible veterans.

Additionally, we believe it is incumbent upon all of our managers to continuously monitor their local markets for experienced individuals who might be successful additions to our organization.

We seek a workforce that reflects the communities in which we operate, and strive to create diverse, equal and inclusive workplaces where our employees have the opportunity to achieve their full potential.

Our Compensation Committee annually reviews our diversity and inclusion strategy which includes various initiatives across our footprint to recruit minorities, women, and veterans, as we attempt to diversify our workforce.

We also strive to build a culture of inclusion that leverages the strengths of all of our employees.

From new hire orientation to management and leadership training, we are focused on developing global mindsets, breaking unconscious biases and demonstrating the business case for diversity across the Company.

Additionally, our store managers continuously monitor their local markets for experienced individuals who might be successful additions to our organization.

We seek a workforce that reflects the communities in which we operate, and strive to create workplaces where our employees have the opportunity to achieve their full potential.

Compensation Programs and Employee Benefits

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Training and Development

We devote significant resources to staff training and development, including tuition assistance for career-enhancing academic programs.

Our training and development programs are designed to facilitate the development and advancement of talent from within our organization to ensure we continuously fill our ranks with qualified employees for critical positions in the organization.

We devote significant resources to employee training and development, including tuition assistance for career-enhancing academic programs.

critical positions.

Employees are supported for growth within their current positions through technical and skill-specific training.

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Management continually monitors employee turnover data, which is supplemented with additional data from exit surveys, to assist in determining the reasons for voluntary employee terminations.

The turnover rate of our service technicians is also monitored closely by management, as the retention of skilled service technicians is critical to our success.

The turnover rate of our service technicians is monitored closely by management, as the retention of skilled service technicians is critical to our success.

Demand for service technicians across the country is very high, and turnover in this role is also traditionally high for all equipment dealers.

Health and Safety

Employee health and safety is of paramount importance to us.

We strongly believe that a safe work environment will help us gain a competitive advantage, and that doing what is right, honest and ethical is essential to developing trust with our partners.

Through proactive management, training, and employee accountability, we strive to embed safety into every level of our Company.

This includes providing a safe place to work, safety training relevant to the employee's position, and following all safety and environmental regulations.

Our tiered safety/risk management program promotes active employee engagement at all levels across our footprint.

Our program is overseen by our Human Resources Department and managed at the enterprise level by our EHS Manager and assisting team who in turn directly collaborate with individual store coordinators to communicate new policies and directives, respond to questions and incidents, conduct mandatory monthly safety meetings, and provide on-site training.

Employee health and safety is very important to us.

We strongly believe that a safe work environment will help us gain a competitive advantage in the recruitment of employees and maintaining a trustworthy reputation with our partners.

Through proactive management, training, and employee accountability, we strive to embed safety into every level of our organization.

This includes providing a safe place to work, safety training relevant to the employee's position, and insuring compliance with all safety and environmental regulations.

Our tiered safety/risk management program promotes active employee engagement at all levels within our organization.

Our health and safety program is overseen by our Human Resources Department and managed at the enterprise level by our Environmental Health and Safety Manager and assisting team who in turn directly collaborate with store personnel to communicate new policies and directives, respond to questions and incidents, conduct mandatory monthly safety meetings, conduct on-site compliance evaluations, and provide on-site and company-wide training.

We ensure that safety performance data is tracked, aggregated, and reviewed on an ongoing basis across our organization.

Our risk/management team collects data on recordable injury rates, serious injury rates, and near misses from each of our facilities, and engages in a root cause analysis and identifies corrective action to prevent future occurrences.

The results are shared with employees at respective store locations, and the data is reviewed monthly by the executive leadership team and shared with the Board on a quarterly basis.

Our safety/risk management team collects data on recordable injury rates, serious injury rates, and near misses from each of our facilities, and engages in a root cause analysis and identifies corrective action to prevent future occurrences.

The results are shared with employees at respective store locations, and the data is reviewed regularly by the executive leadership team and shared with the Board on an annual basis.

Performance Management

We have developed an employee performance management program that is consistently applied throughout our U.S.

The core goal of our performance management process is to develop and maintain a high-performing organization that is positioned to meet our business objectives.

Our performance management program focuses on enabling staff employees and their managing supervisors to gain alignment through:

• structured, role specific goals that align with business objectives and our Company values giving our employees clear insight into how their position impacts their team, location and the Company

• clear, organization-wide expectations that managers and staff employees monitor progress of their performance and goals with regular coaching sessions, periodic evaluations;

• semi-annual performance discussions that allow for employees and their supervisors to have effective conversations regarding contributions to their role, teamwork, customer experience and professional development opportunities.

The core goal of our performance management program is to develop and maintain a high-performing organization that is positioned to meet our business objectives.

Our performance management program focuses on enabling employees and their supervisors to gain alignment through:

• role specific goals that align with the Company's business objectives and our values, which give our employees clear insight into how their position impacts their team, location and the Company;

• semi-annual performance discussions that provide opportunities for employees and their supervisors to have effective conversations regarding performance, goals and expectations, and development opportunities.

Commitment to Core Values and Ethical Culture

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“Our People”, “Integrity”, “Excellence”, and “Teamwork.” We promote these values from the top down.

In every business decision and transaction, we expect our employees and business partners to do the right thing by conducting business with integrity, while complying with all laws, rules and standards of conduct that apply to our Company in the many countries where we do business.

In every business decision and transaction, we expect our employees and business partners to do the right thing by conducting business with integrity, and to comply with all laws, rules and standards of conduct that apply to our Company in the many countries where we do business.

In addition, we promote a commitment to ethics and compliance through our Code of Ethics and Business Conduct that addresses issues such as protection and proper use of Company assets, compliance with applicable laws and regulations, accuracy and preservation of records, accounting and financial reporting, conflicts of interest, and insider trading.

We regularly train our employees on these policies and expect their full compliance.

We regularly train our employees on these policies and expect full compliance.

Community Engagement

We are committed to being a good neighbor and supporting the communities where we are located.

We encourage our employees to share the same commitment, and we assist them in this mission by offering annual paid volunteer time to support charities and community service projects.

We also offer annual paid time off for employees who are active volunteers in their local fire departments or first responder programs.

We encourage our employees to share the same commitment, and in the U.S.

assist them in this mission by offering annual paid volunteer time to support charities and community service projects, as well as offering annual paid time off to employees who are active volunteers in their local fire departments or first responder programs.

As of January 31, 2025, we employed 3,340 people on a full-time basis, 2,299 in the U.S., 731 in Europe and 310 in Australia, and an additional 308 part-time employees.

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To date, we have not experienced any work stoppages as a result of labor disputes, and we consider our relationship with our employees to be good.

Our employees are not covered by a collective bargaining agreement.

None of our employees are covered by a collective bargaining agreement.

Environmental and Other Governmental Regulation

We are subject to a wide range of environmental laws and regulations, including those governing discharges into water, air emissions, storage of petroleum substances and chemicals, handling and disposal of solid and hazardous wastes, remediation of various types of contamination, and otherwise relating to health, safety and protection of the environment.

Our business involves the generation, use, handling, and disposal of hazardous or toxic substances and wastes and the use of above ground and underground storage tanks (ASTs and USTs).

Operations involving the management of wastes and the use of ASTs and USTs are subject to requirements of the Resource Conservation and Recovery Act, analogous state statutes, and their implementing regulations.

Our business involves the generation, use, handling, and disposal of hazardous or toxic substances and wastes and the use of above ground and underground storage tanks ("ASTs" and "USTs", respectively).

Operations involving the management of wastes and the use of ASTs and USTs are subject to requirements of the Resource Conservation and Recovery Act of 1976, as amended, analogous state statutes, and their implementing regulations.

Pursuant to these laws, federal and state environmental agencies have established approved methods for handling, storing, treating, transporting, and disposing of regulated substances and wastes with which we must comply.

We also are subject to laws and regulations governing responses to any releases of contamination at or from our facilities or at facilities that receive our hazardous wastes for treatment or disposal.

The federal Comprehensive Environmental Response, Compensation and Liability Act and similar state statutes, can impose strict and joint and several liability for cleanup costs on those that are considered to have contributed to the release of a "hazardous substance."

We also are subject to the federal Clean Water Act, analogous state statutes, and their implementing regulations which, among other things, prohibit discharges of pollutants into regulated waters without permits, require containment of potential discharges of oil or hazardous substances, and require preparation of spill contingency plans.

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and similar state statutes, can impose strict and joint and several liability on potentially responsible parties for cleanup costs of contaminated properties.

We also are subject to the Federal Water Pollution Control Act of 1972, as amended (also known as the Clean Water Act), analogous state statutes, and their implementing regulations which, among other things, prohibit discharges of pollutants into regulated waters without permits, require containment of potential discharges of oil or hazardous substances, and require preparation of spill contingency plans.

Global climate concerns related to greenhouse gas emissions have led to varying degrees of international and domestic legislative and regulatory responses.

While the Australian government is further investigating the potential adoption of increased disclosures related to climate change and mitigation efforts, the European Union (EU) recently adopted the European Sustainability Reporting Standards (ESRS) and the Corporate Sustainability Reporting Directive (CSRD) that will require robust disclosure of certain social and environmental information and data.

We expect to be subject to these disclosure requirements for our European entities starting in 2026 and must include our non-European operations starting in 2029.

In addition, the SEC recently adopted enhanced disclosure requirements for public companies regarding climate change risks and we expect to be subject to these new SEC climate change disclosure rules starting in 2026.

While the Australian government is further investigating the potential adoption of increased disclosures related to climate change and mitigation efforts, the European Union ("EU") recently adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive ("CSRD") that may require robust disclosure of certain social and environmental information and data.

The European Commission has also proposed an “Omnibus simplification package” aimed at simplifying sustainability regulatory requirements, which may introduce changes to regulations such as the CSRD (among possible other EU sustainability-related regulations).

It is currently unclear to what extent any such changes will be implemented, and the extent to which these changes could impact us.

We are evaluating and will continue to evaluate the applicability of the CSRD as regulatory guidance is issued and as the European countries in which we operate adopt implementing legislation, and we will establish a compliance program to address any applicable requirements.

In addition, on March 6, 2024, the SEC adopted rules to enhance and standardize climate-related disclosures by public companies.

On April 4, 2024, the SEC voluntarily stayed implementation of the recently adopted climate disclosure rules, in response to several federal lawsuits challenging the validity of the new climate change disclosure rules.

We will continue to monitor the litigation, the SEC’s comment letters respecting its guidance in effect prior to the adoption and subsequent stay of the new climate change disclosure rules, and investor expectations on the subject.

We have incurred, and will continue to incur, costs and capital expenditures to comply with these environmental laws and regulations.

We believe that our operations currently are conducted in substantial compliance with all applicable regulations.

None of our dealerships has been subject to any material liabilities in the past, nor do we know of any fact or condition that would result in any material liabilities being incurred in the future.

None of our dealerships has been subject to any material liabilities in the past, nor are we currently aware of any fact or condition that would result in any material liabilities arising in the future.

In addition to the environmental regulations discussed above, we are subject to numerous federal, state, and local laws regulating the conduct of our business, including those relating to sales and marketing, taxation, employment practices, working conditions, data privacy, and corruption.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business