Titan Machinery Inc. 10-Q

ITEM 5. OTHER INFORMATION On June 5, 2025, the Company entered into a First Amendment to Employment Agreement with Bryan J. Knutson, the Company’s Chief Executive Officer. The amendment increases Mr. Knutson’s incentive award opportunity to an amount equal to 0% to 250% of his base salary (prior agreement was 0% to 200%), with a target of 125% of base salary (prior agreement was 100%). The foregoing description of the amended employment agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. On June 4, 2025, the Company entered into an Amended and Restated Employment Agreement with Robert Larsen, the Company’s Chief Financial Officer. The amended agreement increases Mr. Larsen’s incentive award opportunity to an amount equal to 0% to 200% of his base salary (prior agreement was 0% to 150%), with a target of 100% of base salary (prior agreement was 75%), sets his annual base salary at $450,000 and makes other minor updates to his prior agreement. The foregoing description of the amended employment agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. (c) During the fiscal quarter ended April 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 6. EXHIBITS Exhibits - See “Exhibit Index” on page immediately prior to signatures. 28 Table of Contents EXHIBIT INDEX TITAN MACHINERY INC. FORM 10-Q No. Description 10.1 First amendment to the Employment Agreement, dated June 5, 2025, between Bryan J. Knutson and the registrant. 10.2 Amended and Restated Employment Agreement, dated June 4, 2025, between Robert Larsen and the registrant. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended April 30, 2025, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 29 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 5, 2025 TITAN MACHINERY INC. By /s/ Robert Larsen Robert Larsen Chief Financial Officer (Principal Financial Officer) 30