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Item 9A. Controls and Procedures

2025-04-07 compared with 2024-04-03 · 45 added, 45 removed, 148 unchanged (38% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

After evaluating the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act as of the end of the period covered by this Form 10-K, our Chief Executive Officer and Chief Financial Officer, with the participation of the Company's management, have concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are effective.

After evaluating the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act as of the end of the period covered by this Form 10-K, our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), with the participation of the Company's management, have concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are effective.

Management's Report on Internal Control Over Financial Reporting.

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Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on that evaluation, management has concluded that the Company’s disclosure controls and procedures were effective at January 31, 2024 to ensure that the information required to be disclosed by the Company in this annual report on Form 10-K is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As previously disclosed, we completed the acquisition of the O'Connors on October 2, 2023, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired operation of the O'Connors from the scope of design and operation of our internal controls over financial reporting and procedures for the year ended January 31, 2024.

O'Connors constitute 11.3% of total assets and 2.5% of total revenue of the consolidated financial statement amounts as of and for the year ended January 31, 2024.

The Company is in the process of evaluating the existing controls and procedures of O'Connors and integrating O'Connors into its system of internal controls over financial reporting.

Based on that evaluation, management has concluded that the Company’s disclosure controls and procedures were effective at January 31, 2025 to ensure that the information required to be disclosed by the Company in reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has also audited our internal control over financial reporting as of January 31, 2025, as stated in their report included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

Changes in Internal Control over Financial Reporting.

There has not been any change in the Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during its most recently completed fiscal quarter ended January 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

In August 2024, the Company completed the implementation of its new ERP system and modified certain existing internal control processes and procedures related to the new system.

These changes did not materially affect our internal control over financial reporting.

As the Company implements new functionality under this ERP system, the Company will continue to assess the impact on its internal control over financial reporting.

Other than described pursuant to the foregoing, there were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than the information included in Part I of this Form 10-K under the heading "Information About Our Executive Officers," the information required by this Item 10 is incorporated by reference to the sections labeled "Board of Directors" and "Corporate Governance," all of which will appear in our definitive proxy statement for our 2024 Annual Meeting of Stockholders.

Titan Machinery has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by our directors, officers, employees and agents.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this report as Exhibit 19.1.

Other than the information above and the information included in Part I of this Form 10-K under the heading "Information About Our Executive Officers," the information required by this Item 10 is incorporated herein by reference to the sections labeled "Board of Directors" and "Corporate Governance," all of which will appear in our definitive proxy statement for our 2025 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

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The information required by this Item 13 is incorporated herein by reference to the sections entitled "Corporate Governance—Independence" and "Certain Relationships and Related Transactions," both of which will appear in our definitive proxy statement for our 2025 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference to the section entitled "Fees of the Independent Registered Public Accounting Firm," which will appear in our definitive proxy statement for our 2025 Annual Meeting of Stockholders.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report.

(1) Financial Statements.

The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

The following financial statements are included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K:

Report of Deloitte & Touche LLP on Consolidated Financial Statements as of January 31, 2025 and 2024 and for each of the three years in the period ended January 31, 2025

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(2) Financial Statement Schedules.

The following consolidated financial statement schedule should be read in conjunction with the consolidated financial statements and Report of Deloitte & Touche LLP on the consolidated financial statements included in Part II, Item 8 of this annual report on Form 10-K:

The following consolidated financial statement schedule should be read in conjunction with the consolidated financial statements and Report of Deloitte & Touche LLP on the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K:

Schedule II—Valuation and Qualifying Accounts and Reserves

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(3) Exhibits.

See the Exhibit Index to our Form 10-K immediately following below:

See the Exhibit Index to this Form 10-K immediately following below:

EXHIBIT INDEX

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Description of Securities of Titan Machinery registered under Section 12 of the Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.3 of the registrant's Annual Report on Form 10-K filed with the Commission on April 7, 2020).

Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013, File No.

001-33866).**

Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.54 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2014).**

Amendment dated October 17, 2023 to the Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's

Quarterly Report on Form 10-Q filed with the Commission on December 7, 2023)

Executive Employment Agreement, dated October 17, 2023, between Bryan J.

Knutson and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 7, 2023).

Executive Employment Agreement, dated S eptember 29, 2 022, between Robert Larsen and the Company (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on September 30, 2022).**

Executive Employment Agreement, dated S eptember 29, 2 022, between Robert Larsen and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on September 30, 2022).

Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).

Amendment to the Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).

Form of CaseIH Agriculture Equipment Sales and Service Agreement between CNH Industrial America LLC and Titan Machinery Inc.

(incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Revision 1 to the Case IH Agricultural Equipment Sales and Service Agreement between CNH Industrial America LLC and Titan Machinery Inc.

Form of CaseIH Agriculture Equipment Sales and Service Agreement between CNH Industrial America LLC and the registrant Titan Machinery Inc.

(incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Revision 1 to the Case IH Agricultural Equipment Sales and Service Agreement between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).

9 unchanged sentences

333-145526, filed with the Commission on October 10, 2007).

Agreement to Grant Commercial Application Equipment Distribution Rights, dated as of August 1, 2022, by and between CNH Industrial America LLC and Titan Machinery Inc.

(incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commissio n on September 9, 2022).

Agreement to Grant Commercial Application Equipment Distribution Rights, dated as of August 1, 2022, by and between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No.

3 unchanged sentences

Letter Agreement with CNH Capital America, LLC dated November 20, 2012, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012, File No.

Letter Agreement with CNH Capital America, LLC dated February 15, 2013, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013, File No.

Amendment dated December 8, 2014 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2014, File No.

Letter Agreement, dated December 6, 2023, to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement and Inventory Finance Agreement, dated November 13, 2007 and December 17, 2018 respectively, by and between Titan Machinery Inc.

3 unchanged sentences

(incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 7, 2023).

Third Amendment, dated January 31, 2023, to the Amended and Restated Third Revolving Credit Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC.

Third Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among the registrant, as Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication Agents, and BBVA USE as Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).

Amendment dated June 4, 2021 to the Third Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among the registrant, as Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication Agents, and BBVA USE as Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 3, 2021).

Third Amendment, dated January 31, 2023, to the Amended and Restated Third Revolving Credit Agreement dated November 13, 2007, by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.12.15 of the registrant's Annual Report on Form 10-K filed with the Commission on March 30, 2023).

Letter Agreement, dated December 2, 2024, to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement and Inventory Finance Agreement, dated November 13, 2007 and December 17, 2018 respectively, between CNH Industrial Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 5, 2024).

Letter Agreement regarding the calculation of Consolidated Fixed Charge Coverage Ratio, dated December 2, 2024, between CNH Industrial Capital America LLC and the Company (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 5, 2024).

Letter Agreement regarding the calculation of Consolidated Fixed Charge Coverage Ratio, dated January 31, 2025, between CNH Industrial Capital America LLC and the Company.

Fourth Amended and Restated Credit Agreement, dated as of May 17, 2024, by and among the registrant, Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, and certain entities joined thereto as a U.S.

Borrower, each as a U.S.

Borrower, J.J.

O’Connor & Sons Pty Ltd.

and certain entities joined thereto as an Australian Borrower, each as an Australian Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of America, N.A.

and Wells Fargo Bank, National Association, as Joint Lead Arrangers, and Bank of America, N.A.

and PNC Bank, National Association, as Co-Documentation Agents (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on May 22, 2024).

Amendment No.

2 to Third Amended and Restated Credit Agreement, dated October 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

1 to Fourth Amended and Restated Credit Agreement, dated December 3, 2024, by and among the registrant, Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, J.J.

O’Connor & Sons Pty Ltd and Bank of America, N.A.

(incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 5, 2024).

Amendment No.

3 to Third Amended and Restated Credit Agreement, dated September 1, 2023, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

(incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 7, 2023).

Joinder to Third Amended and Restated Credit Agreement, dated as of August 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

(incorporated herein by reference to Exhibit 10.5 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Joinder to Third Amended and Restated Guaranty and Security Agreement, dated as of August 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.

(incorporated h erein by reference to Exhibit 10.6 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Amended and Restated Titan Machinery Inc.

Second Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Commission on June 4, 2024).

Form of Titan Machinery Inc.

Restricted Stock Agreement (for non-employee directors) under the Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.12.2 of the registrant's Quarterly Report on Form 10-K filed with the Commission on April 1, 2022).**

Restricted Stock Agreement (for non-employee directors) under the Second Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 6, 2024).

Form of Titan Machinery Inc.

Restricted Stock Agreement under the Amended and Restated Titan Machinery Inc.

Restricted Stock Agreement under the Second Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 6, 2024).

Form of Titan Machinery Inc.

Restricted Stock Unit Agreement under the Amended and Restated Titan Machinery Inc.

Restricted Stock Unit Agreement under the Second Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 6, 2024).

Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.19 of the registrant's Annual Report on Form 10-K with the Commission on April 5, 2019).

Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.19 of the registrant's Annual Report on Form 10-K filed with the Commission on April 5, 2019).

Titan Machinery Inc.

Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.20 of the registrant's Annual Report on Form 10-K with the Commission o n April 1, 2022).

Non-Employee Director Compensation Plan.

Description of Titan Machinery Inc.’s Executive Cash Bonus Plan (incorporated herein by reference to Exhibit 10.34 of the registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2015).

Insider Trading Policy.

Subsidiaries of Titan Machinery Inc.

5 unchanged sentences

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy, dated as of September 7, 2023

Clawback Policy, dated as of September 7, 2023 (incorporated herein by reference to Exhibit 97 of the registrant's Annual Report on Form 10-K filed with the Commission on April 3, 2024).

101* The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2025 formatted in XBRL (Extensible Business Reporting Language):

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* Filed herewith

** Furnished herewith.

# Indicates management contract or compensatory plan or arrangement.

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Robert Larsen

* Executive Chairman of the Board of Directors April 3, 2024

* Chairman of the Board of Directors April 7, 2025

Frank Anglin III April 7, 2025

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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 9A. Controls and Procedures