What changed in this filing

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Item 1. Financial Statements

2025-12-04 compared with 2025-09-04 · 130 added, 87 removed, 574 unchanged (27% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

Current Assets

32 unchanged sentences

Common stock, par value $ .00001 per share, 45,000,000 shares authorized;

23,373,234 shares issued and outstanding at July 31, 2025;

23,370,174 shares issued and outstanding at October 31, 2025;

23,124,768 shares issued and outstanding at January 31, 2025

8 unchanged sentences

(in thousands, except per share data)

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2025 2024 2025 2024

19 unchanged sentences

Other interest expense ( 4,755 ) ( 4,286 ) ( 14,011 ) ( 10,479 )

(Loss) Income Before Income Taxes ( 8,236 ) ( 4,250 ) ( 25,519 ) 8,535

(Benefit) Provision for Income Taxes ( 2,236 ) 54 ( 6,315 ) 3,399

Net (Loss) Income $ ( 6,000 ) $ ( 4,304 ) $ ( 19,204 ) $ 5,136

(Losses) Earnings per Share:

Income (Loss) Before Income Taxes 2,808 275 ( 22,710 ) 8,809

Provision (Benefit) for Income Taxes 1,610 ( 1,438 ) ( 4,704 ) 1,959

Net Income (Loss) $ 1,198 $ 1,713 $ ( 18,006 ) $ 6,850

Earnings (Loss) Per Share:

Basic $ 0.05 $ 0.07 $ ( 0.79 ) $ 0.30

7 unchanged sentences

(in thousands)

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2025 2024 2025 2024

Net (Loss) Income $ ( 6,000 ) $ ( 4,304 ) $ ( 19,204 ) $ 5,136

Net Income (Loss) $ 1,198 $ 1,713 $ ( 18,006 ) $ 6,850

Other Comprehensive Income (Loss)

18 unchanged sentences

Balance at July 31, 2025 23,373 $ — $ 264,395 $ 341,110 $ 4,838 $ 610,343

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax ( 3 ) — ( 21 ) — — ( 21 )

Stock-based compensation expense — — 1,234 — — 1,234

Net income — — — 1,198 — 1,198

Other comprehensive income — — — — ( 128 ) ( 128 )

Balance at October 31, 2025 23,370 $ — $ 265,608 $ 342,308 $ 4,710 $ 612,626

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

11 unchanged sentences

Balance at July 31, 2024 23,128 $ — $ 259,911 $ 402,362 $ ( 2,707 ) $ 659,566

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax ( 2 ) — ( 4 ) — — ( 4 )

Stock-based compensation expense — — 1,104 — — 1,104

Net income — — — 1,713 — 1,713

Other comprehensive income — — — — 5,821 5,821

Balance at October 31, 2024 23,126 $ — $ 261,011 $ 404,075 $ 3,114 $ 668,200

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Six Months Ended July 31,

Nine Months Ended October 31,

Operating Activities

23 unchanged sentences

Acquisition consideration, net of cash acquired ( 13,370 ) ( 260 )

Proceeds from business divestitures, net 9,143 —

Other, net 813 129

29 unchanged sentences

("we", "us", "our", or the “Company”) are subject to fluctuation due to varying weather patterns and other factors influencing customer profitability, which may impact the timing and amount of equipment purchases, rentals, and after-sales parts and service purchases by the Company’s agriculture, construction and international customers.

Therefore, operating results for the six-months ended July 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026.

Therefore, operating results for the nine-months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026.

The information contained in the consolidated balance sheet as of January 31, 2025 was derived from the audited consolidated financial statements of the Company for the fiscal year then ended.

These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 as filed with the SEC.

Nature of Business

The Company is engaged in the retail sale, service and rental of agricultural and construction machinery through its stores in the United States, Europe, and Australia.

The Company’s North American stores are located in Colorado, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming.

The Company’s North American stores are located in Colorado, Idaho, Iowa, Kansas, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin, and Wyoming.

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

8 unchanged sentences

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

5 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

In May 2025, the FASB issued ASU No.

5 unchanged sentences

Upon adoption, the guidance will be applied prospectively.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

In July 2025, the FASB issued ASU No.

4 unchanged sentences

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which amends the guidance in ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software.

The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

The guidance will be effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods.

Early adoption is permitted.

Upon adoption, companies may choose to apply the guidance prospectively, modified retrospectively or full retrospectively.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

NOTE 2 - EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted earnings per share (“EPS”):

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2025 2024 2025 2024

(in thousands, except per share data)

Net (loss) income $ ( 6,000 ) $ ( 4,304 ) $ ( 19,204 ) $ 5,136

Net income (loss) $ 1,198 $ 1,713 $ ( 18,006 ) $ 6,850

Allocation to participating securities ( 31 ) ( 37 ) — ( 119 )

Net (loss) income attributable to Titan Machinery Inc.

Net income (loss) attributable to Titan Machinery Inc.

common stockholders $ 1,167 $ 1,676 $ ( 18,006 ) $ 6,731

2 unchanged sentences

Diluted weighted-average common shares outstanding 22,780 22,631 22,737 22,599

(Losses) Earnings Per Share:

Earnings (Loss) Per Share:

Basic $ 0.05 $ 0.07 $ ( 0.79 ) $ 0.30

6 unchanged sentences

The following tables present our revenue disaggregated by revenue source and segment:

Three Months Ended July 31, 2025

Three Months Ended October 31, 2025

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 420,941 $ 76,701 $ 117,012 $ 29,856 $ 644,510

Three Months Ended July 31, 2024

Three Months Ended October 31, 2024

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 482,022 $ 85,285 $ 62,382 $ 50,135 $ 679,824

Six Months Ended July 31, 2025

Nine Months Ended October 31, 2025

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 1,151,082 $ 220,817 $ 308,987 $ 104,387 $ 1,785,273

Six Months Ended July 31, 2024

Nine Months Ended October 31, 2024

Agriculture Construction Europe Australia Total

8 unchanged sentences

Unbilled Receivables and Deferred Revenue

Unbilled receivables from contracts with customers amounted to $ 30.3 million and $ 24.6 million as of July 31, 2025 and January 31, 2025, respectively.

Unbilled receivables from contracts with customers amounted to $ 33.2 million and $ 24.6 million as of October 31, 2025 and January 31, 2025, respectively.

This increase in unbilled receivables is primarily the result of a seasonal increase in the volume of our service transactions in which we recognize revenue as our work is performed and prior to customer invoicing.

Deferred revenue from contracts with customers amounted to $ 41.4 million and $ 91.7 million as of July 31, 2025 and January 31, 2025, respectively.

Deferred revenue from contracts with customers amounted to $ 23.9 million and $ 91.7 million as of October 31, 2025 and January 31, 2025, respectively.

Our deferred revenue most often increases in the fourth quarter of each fiscal year due to a higher level of customer down payments or prepayments and longer time periods between customer payment and delivery of the equipment asset, and the related recognition of equipment revenue, prior to its seasonal use.

During the six months ended July 31, 2025 and 2024, the Company recognized $ 87.8 million and $ 85.6 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2025 and January 31, 2024, respectively.

No material amount of revenue was recognized during the six months ended July 31, 2025 or 2024 from performance obligations satisfied in previous periods.

During the nine months ended October 31, 2025 and 2024, the Company recognized $ 88.9 million and $ 112.1 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2025 and January 31, 2024, respectively.

No material amount of revenue was recognized during the nine months ended October 31, 2025 or 2024 from performance obligations satisfied in previous periods.

NOTE 4 - RECEIVABLES

9 unchanged sentences

The Company provides an allowance for these receivables based on historical experience and using credit information obtained from continued monitoring of customer accounts.

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

22 unchanged sentences

Foreign exchange impact — — 142 3 145

Balance at July 31, 2025 $ 476 $ 174 $ 1,532 $ 95 $ 2,277

Balance at October 31, 2025 $ 456 $ 160 $ 1,977 $ 90 $ 2,683

Agriculture Construction Europe Australia Total

5 unchanged sentences

Foreign exchange impact — — 10 2 12

Balance at July 31, 2024 $ 266 $ 199 $ 2,546 $ 65 $ 3,076

Balance at October 31, 2024 $ 428 $ 252 $ 2,667 $ 66 $ 3,413

The following table presents impairment losses (recoveries) on receivables arising from sales contracts with customers and receivables arising from rental contracts reflected in Operating Expenses in the Condensed Consolidated Statements of Operations:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2025 2024 2025 2024

5 unchanged sentences

NOTE 5 - INVENTORIES

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

5 unchanged sentences

NOTE 6 - PROPERTY AND EQUIPMENT

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

7 unchanged sentences

$ 371,657 $ 379,690

The Company includes depreciation expense related to its rental fleet and its trucking fleet for hauling equipment in Cost of Revenue in the Condensed Consolidated Statements of Operations, which was $ 2.2 million and $ 2.4 million for the three months ended July 31, 2025 and 2024, respectively, and $ 4.1 million and $ 4.3 million for the six months ended July 31, 2025 and 2024, respectively.

All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.2 million and $ 6.1 million for the three months ended July 31, 2025 and 2024, respectively, and $12.3 million and $12.2 million for the six months ended July 31, 2025 and 2024, respectively

The Company includes depreciation expense related to its rental fleet and its trucking fleet for hauling equipment in Cost of Revenue in the Condensed Consolidated Statements of Operations, which was $ 2.5 million and $ 2.8 million for the three months ended October 31, 2025 and 2024, respectively, and $ 6.6 million and $ 7.1 million for the nine months ended October 31, 2025 and 2024, respectively.

All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.3 million for the three months ended October 31, 2025 and 2024, and $18.6 million and $18.4 million for the nine months ended October 31, 2025 and 2024, respectively

The Company reviews its long-lived assets for potential impairment whenever events or circumstances indicate that the carrying value of the long-lived asset (or asset group) may not be recoverable.

In the six months ended July 31, 2025, the Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $13.1 million carrying value of certain assets may not be fully recoverable.

In the nine months ended October 31, 2025, the Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $107.3 million carrying value of certain assets may not be fully recoverable.

Accordingly, the Company performed an impairment analysis and estimated the fair value of the asset using an income approach.

As a result, the Company recognized an impairment charge of $ 0.6 million within the Agriculture segment, which is included in Impairment of Intangibles and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

In the six months ended July 31, 2024, the Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $12.7 million carrying value of certain assets may not be fully recoverable.

For the nine months ended October 31, 2025 the Company recognized total impairment charges of $0.8 million, of which $0.7 million was within the Agriculture segment and $0.1 million was within the Construction segment.

These impairment charges are reflected in the Impairment of Intangibles and Long-Lived Assets amount in the Condensed Consolidated Statements of Operations.

In the nine months ended October 31, 2024, the Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $15.4 million carrying value of certain assets may not be fully recoverable.

Accordingly, the Company performed an impairment analysis and estimated the fair value of the asset using an income approach.

As a result, the Company recognized an impairment charge of $ 0.9 million within the Europe segment, which is included in Impairment of Intangibles and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

For the nine months ended October 31, 2024, the Company recognized total impairment charges of $1.2 million, of which $0.2 million was within the Agriculture segment, $0.1 million was within the Construction segment and $0.9 million was within the Europe segment.

These impairment charges are reflected in the Impairment of Intangibles and Long-Lived Assets amount in the Condensed Consolidated Statements of Operations.

NOTE 7 - INTANGIBLE ASSETS AND GOODWILL

1 unchanged sentence

The Company's finite-lived intangible assets consist of customer relationships and covenants not to compete.

The following is a summary of intangible assets with finite lives as of July 31, 2025 and January 31, 2025:

July 31, 2025 January 31, 2025

The following is a summary of intangible assets with finite lives as of October 31, 2025 and January 31, 2025:

October 31, 2025 January 31, 2025

Cost Accumulated Amortization Net Cost Accumulated Amortization Net

3 unchanged sentences

$ 12,399 $ (4,024) $ 8,375 $ 12,262 $ (2,920) $ 9,342

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $ 0.5 million for three months ended July 31, 2025 and 2024.

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $ 0.9 million and $ 1.0 million for the six months ended July 31, 2025 and 2024, respectively.

The Company performed an impairment test in the six months ended July 31, 2025 with respect to its German subsidiary's intangibles assets and recorded an impairment charge of $0.1 million within the Europe segment, which is included in Impairment of Intangible and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

Future amortization expense, as of July 31, 2025, is expected to be as follows:

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $ 1.4 million and $ 1.5 million for the nine months ended October 31, 2025 and 2024, respectively.

The Company performed an impairment test in the nine months ended October 31, 2024, with respect to its German subsidiary's intangibles assets and recorded an impairment charge of $0.1 million within the Europe segment, which is included in Impairment of Intangible and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

Future amortization expense, as of October 31, 2025, is expected to be as follows:

Fiscal Year Ending January 31,

4 unchanged sentences

The Company's indefinite-lived intangible assets consist of distribution rights assets.

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the six months ended July 31, 2025:

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the nine months ended October 31, 2025:

Agriculture Construction Australia Total

2 unchanged sentences

Foreign currency translation — — 1,109 1,109

July 31, 2025 $ 18,154 $ 72 $ 21,873 $ 40,099

The following presents changes in the carrying amount of goodwill, by segment, for the six months ended July 31, 2025:

October 31, 2025 $ 18,154 $ 72 $ 21,847 $ 40,073

The following presents changes in the carrying amount of goodwill, by segment, for the nine months ended October 31, 2025:

Agriculture Australia Total

3 unchanged sentences

Foreign currency translation — 1,260 1,260

July 31, 2025 $ 39,220 $ 24,716 $ 63,936

The Company performed an interim impairment test in the six months ended July 31, 2025 for the German reporting unit.

October 31, 2025 $ 39,220 $ 24,686 $ 63,906

The Company performed an interim impairment test in the nine months ended October 31, 2024 for the German reporting unit.

Under the impairment test, the fair value of the reporting unit is estimated using an income approach in which a discounted cash flow analysis is utilized, which includes a five-year forecast of future operating performance for the reporting unit and a terminal value that estimates sustained long-term growth.

4 unchanged sentences

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

As of July 31, 2025, the Company had floorplan and working capital lines of credit totaling $ 1.5 billion, which is primarily comprised of three floorplan lines of credit:

As of October 31, 2025, the Company had floorplan and working capital lines of credit totaling $ 1.5 billion, which is primarily comprised of three floorplan lines of credit:

(i) $ 875.0 million credit facility with CNH Industrial N.V.

(“CNH”), (ii) $ 390.0 million floorplan line of credit and $110.0 million working capital line of credit under its credit agreement with a syndicate of banks (“Bank Syndicate Agreement”), and (iii) $ 80.0 million credit facility with DLL Finance LLC (“DLL Finance”).

The Company's outstanding balances of floorplan lines of credit as of July 31, 2025 and January 31, 2025, consisted of the following:

July 31, 2025 January 31, 2025

The Company's outstanding balances of floorplan lines of credit as of October 31, 2025 and January 31, 2025, consisted of the following:

October 31, 2025 January 31, 2025

(in thousands)

4 unchanged sentences

$ 739,617 $ 755,698

As of July 31, 2025, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.08 % to 7.50 % compared to a range of 4.06 % to 9.15 % as of January 31, 2025.

The Company had non-interest-bearing floorplan payables of $ 394.8 million and $ 302.4 million, as of July 31, 2025 and January 31, 2025, respectively.

As of October 31, 2025, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.08 % to 9.15 % compared to a range of 4.06 % to 9.15 % as of January 31, 2025.

The Company had non-interest-bearing floorplan payables of $ 332.5 million and $ 302.4 million, as of October 31, 2025 and January 31, 2025, respectively.

NOTE 9 - LONG TERM DEBT

The following is a summary of the Company's long-term debt as of July 31, 2025 and January 31, 2025:

Description Maturity Dates Interest Rates July 31, 2025 January 31, 2025

The following is a summary of the Company's long-term debt as of October 31, 2025 and January 31, 2025:

Description Maturity Dates Interest Rates October 31, 2025 January 31, 2025

(in thousands)

4 unchanged sentences

26,941 27,198

Other Various through September 2029 2.4% to 7.4%

Other November 2025 to September 2028 6.1% to 6.7%

Total debt 176,584 168,687

8 unchanged sentences

The Company's foreign currency forward contracts generally have one-month to three-month maturities.

The notional value of outstanding foreign currency contracts was $ 34.8 million and $ 46.1 million as of July 31, 2025 and January 31, 2025, respectively.

As of July 31, 2025 and January 31, 2025, the fair value of the Company's outstanding derivative instruments was not material.

The notional value of outstanding foreign currency contracts was $ 38.4 million and $ 46.1 million as of October 31, 2025 and January 31, 2025, respectively.

As of October 31, 2025 and January 31, 2025, the fair value of the Company's outstanding derivative instruments was not material.

Derivative instruments recognized as assets are recorded in Prepaid expenses and other in the Condensed Consolidated Balance Sheets, and derivative instruments recognized as liabilities are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

The following table sets forth the gains and losses recognized in income from the Company’s derivative instruments for the three and six months ended July 31, 2025 and 2024.

The following table sets forth the gains and losses recognized in income from the Company’s derivative instruments for the three and nine months ended October 31, 2025 and 2024.

Gains and losses are recognized in Interest and other income (expense) in the Condensed Consolidated Statements of Operations:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2025 2024 2025 2024

2 unchanged sentences

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the six month periods ended July 31, 2025 and 2024:

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the nine month periods ended October 31, 2025 and 2024:

Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss)

5 unchanged sentences

Balance, July 31, 2025 2,127 2,711 4,838

Other comprehensive loss ( 128 ) — ( 128 )

Balance, October 31, 2025 $ 1,999 $ 2,711 $ 4,710

Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Balance, January 31, 2024 $ ( 951 ) $ 2,711 $ 1,760

Other comprehensive loss ( 4,525 ) — ( 4,525 )

Other comprehensive income ( 4,525 ) — ( 4,525 )

Balance, April 30, 2024 ( 5,476 ) 2,711 ( 2,765 )

1 unchanged sentence

Balance, July 31, 2024 ( 5,418 ) 2,711 ( 2,707 )

Other comprehensive income 5,821 — 5,821

Balance, October 31, 2024 $ 403 $ 2,711 $ 3,114

NOTE 12 - LEASES

Revenue generated from leasing activities is disclosed, by segment, in Note 3, Revenue.

The following is the balance of our dedicated rental fleet assets, included in Property and equipment, net of accumulated depreciation in the Condensed Consolidated Balance Sheets, of our Construction segment as of July 31, 2025 and January 31, 2025:

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

3 unchanged sentences

NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

As of July 31, 2025, the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a recurring basis, was not material.

As of October 31, 2025, the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a recurring basis, was not material.

These foreign currency contracts were valued using a discounted cash flow analysis, which is an income approach, utilizing readily observable market data as inputs, which is classified as a Level 2 fair value measurement.

The Company also has financial instruments that are not recorded at fair value in the Condensed Consolidated Balance Sheets, including cash, receivables, payables and long-term debt.

The carrying amounts of these financial instruments approximated their fair values as of July 31, 2025 and January 31, 2025.

The carrying amounts of these financial instruments approximated their fair values as of October 31, 2025 and January 31, 2025.

The fair value of these financial instruments was estimated based on Level 2 fair value inputs.

The estimated fair value of the Company's Level 2 long-term debt, which is provided for disclosure purposes only, is as follows:

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

2 unchanged sentences

NOTE 14 - INCOME TAXES

The effective tax rate was 27.1 % and 1.3 % for the three months ended July 31, 2025 and 2024, respectively.

The effective tax rate was 24.7 % and 39.8 % for the six months ended July 31, 2025 and 2024, respectively.

The effective tax rate is subject to variation of the impact of certain discrete items, mainly the vesting of share-based compensation, the mix of domestic and foreign income and the impact of the recognition of valuation allowance on our foreign deferred tax assets.

The effective tax rate was 57.3 % and 522.9 % for the three months ended October 31, 2025 and 2024, respectively.

The effective tax rate was 20.7 % and 22.2 % for the nine months ended October 31, 2025 and 2024, respectively.

The effective tax rate is subject to variation of the impact of several items, mainly the vesting of share-based compensation, the mix of domestic and foreign income and the impact of the recognition of valuation allowance on our foreign deferred tax assets.

On July 4, 2025, One Big Beautiful Bill Act was enacted into law in the United States.

13 unchanged sentences

The recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the business combination.

On October 1, 2025, the Company acquired Bellevue Machinery within its Australia segment.

This acquired New Holland agriculture dealership complex consists of two locations in the cities of Swan Hill and Warracknabeal, in the State of Victoria.

Immediately upon acquisition, these locations were merged into the locations already owned by the Company in the same cities.

This acquisition now allows the Company to sell the CaseIH and New Holland brand at six of the Company’s 15 locations in Australia.

The Company expects the sales of these two acquired locations to be shown within its same-store sales information, as this acquisition expands the brands being offered by the Company at its current locations.

Same-store sales are sales by stores that were part of the Company for the entire comparable period in the current and preceding fiscal years.

Each of the Company’s foreign subsidiaries has fiscal quarters and a fiscal year-end that align with the calendar quarterly periods and year-end.

The quarterly and annual financial statements of all of the Company's foreign subsidiaries are consolidated into the Company’s U.S.

quarterly and annual fiscal periods that end on April 30, July 31, October 31 and January 31.

Accordingly, the October 1, 2025 foreign acquisition of Bellevue Machinery is a fourth quarter of fiscal 2026 transaction, and therefore no amounts were recognized in the consolidated financial statements of the Company for the quarter ended October 31, 2025.

This acquisition is not considered material to the Company's consolidated financial results.

The Company acquired Gose Landtechnik e.K.

on March 1, 2024, which consists of one location in Germany and is included in the Europe segment.

This acquisition is not considered material to the Company's consolidated financial results during the six months ended July 31, 2024 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

This acquisition is not considered material to the Company's consolidated financial results during the nine months ended October 31, 2024 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

NOTE 16 - CONTINGENCIES

1 unchanged sentence

Due to their nature, these legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention.

Based upon the information available to the Company and discussions with legal counsel, it is the Company's opinion that the outcome of these various legal actions and claims will not have a material impact on its financial position, results of operations or cash flows.

Based upon the information available to the Company and discussions with legal counsel, the Company expects that the outcome of these various legal actions and claims will not have a material impact on its financial position, results of operations or cash flows.

These matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable.

The Company has been named a co-defendant in a court case filed in Colorado district court, arising out of an accident that occurred during the transportation of a piece of Titan owned equipment by an independent third-party contractor motor carrier.

A reasonable estimate of the possible loss or range of loss cannot be made at this time.

Management believes the range of reasonable possible losses, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.

NOTE 17 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

5 unchanged sentences

Net sales and long-lived assets by geographic area were as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2025 2024 2025 2024

5 unchanged sentences

Long-lived assets

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

4 unchanged sentences

Certain financial information for each of the Company's business segments is set forth below.

Three Months Ended July 31, 2025

Three Months Ended October 31, 2025

(in thousands)

15 unchanged sentences

( 1,034 ) 1,222 274 567

Segment (loss) income before taxes $ ( 12,295 ) $ ( 1,216 ) $ 5,147 $ ( 2,107 ) $ (10,471)

Segment income (loss) before taxes $ 6,109 $ ( 1,715 ) $ 3,516 $ ( 3,770 ) $ 4,140

Shared resources unallocated expense ( 1,332 )

Loss before taxes $ ( 8,236 )

Income before taxes $ 2,808

Depreciation and amortization $ 4,274 $ 3,022 $ 951 $ 865

5 unchanged sentences

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

Three Months Ended July 31, 2024

Three Months Ended October 31, 2024

(in thousands)

13 unchanged sentences

Floorplan interest expense 6,434 1,653 1,083 431

Sale-leaseback financing expense 6,067 5,092 — —

Other segment expense (income), net (2)

2 unchanged sentences

Shared resources unallocated expense 833

Loss before taxes $ ( 4,250 )

Income before taxes $ 275

Depreciation and amortization $ 3,732 $ 3,081 $ 941 $ 870

5 unchanged sentences

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

Six Months Ended July 31, 2025

Nine Months Ended October 31, 2025

(in thousands)

25 unchanged sentences

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

Six Months Ended July 31, 2024

Nine Months Ended October 31, 2024

(in thousands)

12 unchanged sentences

Impairment charge (1)

135 129 1,473 —

Floorplan interest expense 16,160 4,025 3,136 1,671

12 unchanged sentences

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

(in thousands)

7 unchanged sentences

(1) Agriculture and Construction cash balances are held at Shared Resources.

NOTE 18 - SUBSEQUENT EVENTS

On November 6, 2025, the Company signed definitive agreements to divest its dealership operations in Germany through two separate asset sale transactions with the existing New Holland dealers in the region.

The planned divestitures support CNH’s dual-brand strategy and align with the Company’s ongoing focus on optimizing its global footprint to enhance returns on invested capital.

The transactions are expected to close in the first quarter of fiscal 2027, subject to customary closing conditions and regulatory approvals.

Upon completion, the Company expects to recognize an aggregate pre-tax loss on sale of approximately $2.0 million to $4.0 million.

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-Q

Item 1. Financial Statements