What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-31 compared with 2025-04-07 · 137 added, 131 removed, 253 unchanged (51% of the section changed)

2 unchanged sentences

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

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.

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

CNH 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, 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 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 and Australia, within which we engage in four principal business activities:

2 unchanged sentences

• equipment repair and maintenance services;

• equipment rental and other activities.

• equipment rental and other business activities.

We offer our customers a one-stop solution by providing equipment and parts sales, equipment repair and maintenance services, and rental functions in each store.

5 unchanged sentences

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 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.

are located in Idaho, Iowa, Kansas, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming, which includes 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.

1 unchanged sentence

We have a history of growth through acquisitions.

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.

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

Since January 1, 2003, we have completed over 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.

4 unchanged sentences

New and Used Equipment Sales

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

We sell new agricultural and construction equipment manufactured under the CNH 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.

1 unchanged sentence

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 need service and parts.

Equipment sales generate future opportunities for service and parts sales.

Equipment revenue represented 73.1%, 75.9% and 77.8% of total revenue for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

4 unchanged sentences

We provide set-up and repair and maintenance services, including warranty repairs, for our customers' equipment.

Our stores have service shops staffed by trained service technicians.

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 to educate them on standard maintenance requirements.

Our stores have service shops staffed by trained service technicians who do service work both at our stores and off-site 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 and off-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.

2 unchanged sentences

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.

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.

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

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

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

Our other business activities include 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 finance and insurance products.

Revenue from rental and other business activities represented 2.0%, 1.5% and 1.6% of total revenue for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

Industry Overview

2 unchanged sentences

Agricultural equipment is also purchased for "lifestyle farms", home and garden applications, and maintenance of commercial, residential and government properties.

Deere & Company ("Deere"), CNH Industrial, AGCO Corporation ("AGCO"), and Kubota Corporation ("Kubota"), are the largest global manufacturers of agricultural equipment, and they each manufacture a full line of equipment and parts that supply the primary machinery requirements of farmers and other users of agricultural equipment.

Deere & Company ("Deere"), CNH, AGCO Corporation ("AGCO"), and Kubota Corporation ("Kubota"), are the largest global manufacturers of agricultural equipment, and they each manufacture a full line of equipment and parts that supply the primary machinery requirements of farmers and other users of agricultural equipment.

In addition to the major manufacturers, several short-line manufacturers produce specialized equipment that satisfies various niche requirements of end-users.

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, 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.

We believe there are many factors that influence demand for agricultural equipment, parts, and repair and maintenance services.

A farmer's equipment purchasing decision is heavily influenced by their net farm income.

The factors that affect net farm income include commodity prices and market conditions, production yields, tariffs and trade policies, interest rates and credit availability, government policies affecting production agriculture, tax policies and subsidies, local growing conditions, general economic conditions that affect demand for agricultural commodities (such as consumer consumption of food products

and renewable fuels) and general economic conditions that affect input costs (such as labor, fuel, and fertilizer).

European Union subvention funds and country-specific subsidies play a significant role in our European operations.

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

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

5 unchanged sentences

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.

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

Construction Equipment Industry

Construction equipment is purchased primarily for use in commercial, residential and infrastructure construction, as well as for agriculture, demolition, energy production and forestry operations.

Caterpillar, Inc., Deere, Komatsu Ltd., the Volvo Group, Terex Corporation, Doosan, and CNH Industrial are some of the largest global manufacturers of construction and industrial equipment.

Caterpillar, Inc., Deere, Komatsu Ltd., the Volvo Group, Terex Corporation, Doosan, and CNH are some of the largest global manufacturers of construction and industrial equipment.

The market for construction equipment is segmented across multiple categories including earth moving, lifting, light industrial, asphalt and paving, and concrete and aggregate equipment.

3 unchanged sentences

(iii) business conditions in the agriculture industry;

and (iv) general economic and market conditions of the construction sector for residential and commercial buildings.

and (iv) general economic and market conditions of the construction sector for residential and commercial construction including data centers.

Business Strengths

1 unchanged sentence

Centralized Inventory Management

We believe our significant scale enables us to centrally manage our inventory, permitting us to more effectively manage inventory levels at each store while still providing a significant breadth of equipment and parts inventories to our customers throughout our footprint.

Moreover, our floorplan financing capacity enables us to opportunistically purchase and carry inventory to satisfy market demands.

Our significant scale enables us to centrally manage our inventory, while still offering a significant breadth of inventory at the individual store level.

We balance the needs of our customers to timely receive equipment and parts against the carrying costs and margin degradation caused by oversupply.

Our significant floorplan financing capacity enables us to opportunistically purchase and carry inventory to satisfy market demands.

Superior Customer Service at the Local Level

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 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;

• our ability to staff and leverage product and application specialists across our network of stores, which makes it possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and precision farming technology support;

• 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 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 financial aid to students who we plan to eventually employ as service technicians.

• our centralization of numerous administrative functions enables our employees in the field to focus on customer service;

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

• our ability to staff and leverage product and application specialists across our network of stores makes it possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and precision farming technology support;

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

We spend significant time and resources recruiting and training our employees to develop the skills necessary to serve our customers in our local markets.

Our employee 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 financial aid to students who we intend to employ as service technicians, after the program is completed.

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.

10 unchanged sentences

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 fifteen U.S.

Diverse and Stable Customer Base

Our large geographic footprint covering ten U.S.

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

3 unchanged sentences

Experienced Management Team

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

Our executive team is led by Bryan Knutson, who was appointed as our President and Chief Executive Officer effective 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.

Robert Larsen, our Chief Financial Officer, has over 15 years of industry and other finance leadership experience having worked at CNH, 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.

We compensate, develop and review our managers and sales employees based on an approach that aligns their incentives with the goals and objectives of our Company, including achievement of revenue, profitability, market share and balance sheet objectives.

We believe the strength of our management team assists in our success in the marketplace.

We compensate, develop and review our managers and sales employees based on an approach that aligns their compensation incentives with the goals and objectives of our Company, including achievement of revenue, profitability, market share and balance sheet objectives.

Growth Strategy

4 unchanged sentences

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;

• supporting and providing customers with training on evolving technologies, such as precision farming and farm data management, which can be difficult for small dealers to make available;

• employing significant marketing and advertising programs, including targeted direct mailings, Titan Machinery 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 hosting open houses, service clinics, equipment demonstrations, product showcases and customer appreciation outings;

• supporting and providing customers with training on evolving technologies, such as precision farming and farm data management, which can be difficult for smaller equipment dealers to make available;

• maintaining state-of-the-art service facilities, mobile service trucks and trained service technicians to maximize our customers’ equipment uptime through preventative maintenance programs and seasonal 24/7 service support;

1 unchanged sentence

Strategic Acquisitions

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

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

states, four European countries and three Australian states.

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.

The agricultural and construction equipment dealership industries are fragmented and include 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, 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.

5 unchanged sentences

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.

The consent of CNH is required to acquire any CNH 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 set forth in our Bank Syndicate agreement.

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.

In 2024, CNH Industrial generated $17.1 billion in revenue from its equipment operations.

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

Strategic Divestitures

Our long-term growth strategy centers on a disciplined approach to capital allocation.

We continuously evaluate our dealership footprint to prioritize investments that create shareholder value.

We may selectively divest dealerships that no longer meet our growth criteria or strategic objectives.

By maintaining a flexible and disciplined evaluation process, we ensure our dealership footprint remains optimized for sustainable growth and consistent value creation .

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

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

In 2025, CNH generated $15.3 billion in revenue from its equipment operations.

CNH 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, 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.

In addition, CNH Industrial provides financing and insurance products and services to our end-user customers through its affiliate CNH Industrial Capital America, LLC (“CNH Industrial Capital”).

Our relationship with CNH Industrial is more than a typical supply relationship;

it is strategic for both our Company and CNH Industrial.

In that regard, we believe that it is in each company’s interest to maintain and develop the longstanding strong relationship we share.

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

In fiscal 2026, CNH supplied approximately 74% of the new equipment sold in our Agriculture segment, 75% of the new equipment sold in our Construction segment, 57% of the new equipment sold in our Europe segment and 60% of the new equipment sold in our Australia segment.

In addition, CNH provides financing and insurance products and services to our end-user customers through its affiliate CNH Industrial Capital America, LLC (“CNH Capital”).

Our relationship with CNH is more than a typical supply relationship;

it is strategic for both our Company and CNH.

We believe that it is in each company’s interest to maintain and develop the longstanding strong relationship we share.

Dealership Agreements

We have separate dealership agreements with CNH Industrial to sell and service the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction brands (collectively the “CNH Industrial Dealer Agreements”).

Separate CNH Industrial Dealer Agreements exist for each of our North American stores or store complexes, for each of the European countries in which we operate and for our Australian operations.

The structure of the North American, European and Australian agreements are very similar.

Except as noted, the following discussion describes each of the North American CNH Industrial Dealer Agreements.

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 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.

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 Commercial Application Distribution Rights”.

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.

We have separate dealership agreements with CNH to sell and service the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction brands (collectively the “CNH Dealer Agreements”).

Separate CNH Dealer Agreements exist for each of our United States stores or store complexes, for each of the European countries in which we operate and for our Australian operations.

The structure of the United States, European and Australian agreements are very similar.

Except as noted, the following discussion describes each of the United States CNH Dealer Agreements.

additional description of the new CNH Dealer Agreement that we have entered into with respect to our Australian operations, see the discussion in Part III, Item 9B, Other Information, of this Form 10-K.

Each of the CNH 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.

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.

If we sell certain CNH Industrial construction equipment outside of our designated sales and service areas, CNH Industrial has the right to require that we pay sales and service fees for purposes of compensating the dealer assigned to such territory.

We are authorized to display and use CNH Industrial trademarks and trade names at our stores, with certain restrictions.

Under our CNH Industrial Dealer Agreements, we have both the right and obligation to sell CNH Industrial equipment and related parts and products and to provide customers with repair services.

The CNH Industrial Dealer Agreements impose various dealer standards on us regarding the location and appearance of facilities, satisfactory levels of new equipment and parts inventories, the training of personnel, adequate business enterprise and information technology systems, adequate working capital, a maximum adjusted debt to tangible net worth ratio, development of annual sales and marketing goals, and furnishing of monthly and annual financial information to CNH Industrial.

We must obtain the approval or consent of CNH Industrial in the event of proposed fundamental changes to our ownership, governance or business structure (defined as “change in control” events) including, among other things, (i) a merger, consolidation or reorganization, unless securities representing more than 50% of the total combined voting power of the successor corporation are immediately owned, directly or indirectly, by persons that owned our securities prior to the transaction;

If we sell certain CNH construction equipment outside of our designated sales and service areas, CNH has the right to require that we pay sales and service fees for purposes of compensating the dealer assigned to such territory.

We are authorized to display and use CNH trademarks and trade names at our stores, with certain restrictions.

Under our CNH Dealer Agreements, we have both the right and obligation to sell CNH equipment and related parts and products and to provide customers with repair services.

The CNH Dealer Agreements impose various dealer standards on us regarding the location and appearance of facilities, satisfactory levels of new equipment and parts inventories, the training of personnel, adequate business enterprise and information technology systems, adequate working capital, a maximum adjusted debt to tangible net worth ratio, development of annual sales and marketing goals, and furnishing of monthly and annual financial information to CNH.

We must obtain the approval or consent of CNH in the event of proposed fundamental changes to our ownership, governance or business structure (defined as “change in control” events) including, among other things, (i) a merger, consolidation or reorganization, unless securities representing more than 50% of the total combined voting power of the successor corporation are immediately owned, directly or indirectly, by persons that owned our securities prior to the transaction;

(ii) a sale of all or substantially all of our assets;

(iii) any transaction or series of transactions resulting in a person or affiliated group acquiring 30% or more of the combined voting power of our securities or, in the case of a competitor of CNH Industrial, acquiring 20% or more of the combined voting power of our securities;

(iii) any transaction or series of transactions resulting in a person or affiliated group acquiring 30% or more of the combined voting power of our securities or, in the case of a competitor of CNH, acquiring 20% or more of the combined voting power of our securities;

(iv) a substantial disposition of shares of our common stock by certain named executives;

(v) certain significant changes in the composition of our Board of Directors (the “Board”);

and (vi) replacement of our Chief Executive Officer.

The CNH Industrial Dealer Agreements do not establish mandatory minimum or maximum retail pricing for our equipment, parts, or service offerings.

The Case IH Agricultural dealership agreement and the Case Construction dealership agreement have fixed terms expiring on December 31, 2027, and renew automatically for successive 5-year terms unless either party notifies the other party of its intention not to renew or otherwise exercises its termination rights under the agreement.

The New Holland dealership agreement is a 12-month agreement, with automatic 1-year renewals unless either party notifies the other party of its intention not to renew or otherwise exercises its termination rights under the agreement.

and (vi) replacement of our President and Chief Executive Officer.

The CNH Dealer Agreements do not establish mandatory minimum or maximum retail pricing for our equipment, parts, or service offerings.

The Case IH Agricultural dealership agreement and the Case Construction dealership agreement have fixed terms expiring on December 31, 2027, and renew automatically for successive five-year terms unless either party notifies the other party of its intention not to renew or otherwise exercises its termination rights under the agreement.

The New Holland dealership agreement is a 12-month agreement, with automatic one-year renewals unless either party notifies the other party of its intention not to renew or otherwise exercises its termination rights under the agreement.

Our Case IH commercial sprayer application distribution rights were granted to us in connection with our acquisition of Heartland Ag (as defined below) in fiscal 2023.

The Non-Full-Line Commercial Application Distribution Rights expire on August 1, 2030, at which time these distribution rights are ceded back to Case IH, unless the term thereof is further extended by the parties.

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;

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 the sales consideration paid by such buyer for the applicable commercial application distribution rights;

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.

The CNH Industrial Dealer Agreements governing Case Construction equipment grant CNH Industrial the right to terminate these CNH Industrial Dealer Agreements for any reason upon 120 days' prior written notice.

In addition, we have the right to terminate any of the CNH Industrial Dealer Agreements at any time, with or without cause, upon 60 days' prior written notice.

Subject to protections provided under state dealer protection laws, in the event that CNH Industrial offers a new dealer agreement or an amendment to the existing CNH Industrial Dealer Agreements to all authorized CNH Industrial dealers located in the state, CNH Industrial is permitted to terminate our existing CNH Industrial Dealer Agreements for stores located in that state upon at least 180 days' prior written notice if we refuse or otherwise fail to enter into such new agreements or amendments.

In addition, to the extent CNH Industrial determines that we are not meeting our obligations under the CNH Industrial Dealer Agreement with respect to a particular product, CNH Industrial may, upon 60 days' prior written notice to us, remove such product from the authorized product list allowed to be sold or serviced by us.

In the event of termination of any of the CNH Industrial Dealer Agreements, CNH Industrial is obligated to repurchase the inventory of the CNH Industrial brand applicable to the agreement being terminated.

The CNH Industrial Dealer Agreements generally do not include non-compete provisions that apply during or after the term of such agreements or limit our operations apart from our designated CNH Industrial dealership store locations.

Our CNH Industrial Dealer Agreements for Case Construction equipment, absent consent of CNH Industrial, restrict our ability to sell competing products (new equipment and parts) of other manufacturers at our Case dealership store locations during the term of such agreements.

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 their dealers interest free financing on equipment purchases.

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

Generally, payment for parts purchased from CNH Industrial entities is due within 30 days.

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 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.

CNH has the right to terminate the CNH Dealer Agreements 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 Dealer Agreement or (iii) our failure to secure the consent of CNH prior to the occurrence of a “change in control” event.

The CNH Dealer Agreements governing Case Construction equipment grant CNH the right to terminate these CNH Dealer Agreements for any reason upon 120 days' prior written notice.

In addition, we have the right to terminate any of the CNH Dealer Agreements at any time, with or without cause, upon 60 days' prior written notice.

Subject to protections provided under state dealer protection laws, in the event that CNH offers a new dealer agreement or an amendment to the existing CNH Dealer Agreements to all authorized CNH dealers located in the state, CNH is permitted to terminate our existing CNH Dealer Agreements for stores located in that state upon at least 180 days' prior written notice if we refuse or otherwise fail to enter into such new agreements or amendments.

In addition, to the extent CNH determines that we are not meeting our obligations under the CNH Dealer Agreement with respect to a particular product, CNH may, upon 60 days' prior written notice to us, remove such product from the authorized product list allowed to be sold or serviced by us.

In the event of termination of any of the CNH Dealer Agreements, CNH is obligated to repurchase the inventory of the CNH brand applicable to the agreement being terminated.

The CNH Dealer Agreements generally do not include non-compete provisions that apply during or after the term of such agreements or limit our operations apart from our designated CNH dealership store locations.

Our CNH Dealer Agreements for Case Construction equipment, absent consent of CNH, restrict our ability to sell competing products (new equipment and parts) of other manufacturers at our Case dealership store locations during the term of such agreements.

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

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

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

Generally, payment for parts purchased from CNH entities is due within 30 days.

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

The CNH 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 Australian 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.

Our CNH Industrial Dealer Agreements for our European and Australian operations do not have a fixed term.

CNH Industrial can terminate these agreements immediately in certain circumstances constituting cause, and for any reason upon 24 months’ prior written notice in Europe and consistent with franchise law notice requirements in Australia.

Under the terms of the CNH Dealer Agreement for our Australian operations, both during the term and for a period of 12 months after the expiration or termination of the agreement, O’Connors (as defined herein) is subject to specified non-compete, non-solicitation and non-disparagement covenants running in favor of CNH, which, in each case, are subject to specified exceptions and qualifications.

Our CNH Dealer Agreements for our European operations do not have a fixed term.

Our CNH Dealer Agreement for our Australian operations has a fixed term of five years that runs through January 2031 and contains an option running in favor of O’Connors that will allow O’Connors to enter into a new CNH Dealer Agreement for an additional five year fixed term, subject to the satisfaction of the specified conditions.

CNH can terminate the CNH Dealer Agreements for our European operations immediately in certain circumstances constituting cause and for any reason upon 24 months’ prior written notice.

With respect to our CNH Dealer Agreement for our Australian operations, CNH can terminate this agreement (i) immediately if O’Connors is in breach of any term of the agreement or any related ancillary agreement and O’Connors fails to rectify the relevant breach within a reasonable timeframe (not to exceed 30 days) after receipt of written notice, (ii) upon seven days’ prior written notice upon the occurrence of certain specified events and (iii) upon six months’ prior written notice if CNH withdraws from the Australian marketplace, rationalizes its Australian dealership network or changes its Australian distribution model.

Other Suppliers

In addition to products supplied by CNH Industrial, we sell a variety of new equipment and parts supplied by other manufacturers.

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.

In addition to products supplied by CNH, we sell a variety of new equipment and parts supplied by other manufacturers.

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

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.

Approximately 31% of our total new equipment sales in fiscal 2026 resulted from sales of products manufactured by companies other than CNH, with our single largest manufacturer other than CNH representing approximately 3% 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 and commercial application operations, primarily in the states of Idaho, Iowa, Kansas, Missouri, Minnesota, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming.

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

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

In fiscal 2026, no single agriculture customer accounted for more than 1.0% of our Agriculture revenue.

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

Our United States 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 large firms.

In fiscal 2026, no single construction equipment customer accounted for more than 1.0% of our Construction revenue.

6 unchanged sentences

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 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 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.

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

CNH 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 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, 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.

As of January 31, 2026, we had an $875.0 million floorplan credit facility with CNH Capital.

In addition to the CNH Capital floorplan line of credit, as of January 31, 2026, we also had a $390.0 million wholesale floorplan line of credit under the Bank Syndicate Agreement, and a $70.0 million credit facility with DLL Finance LLC ("DLL Finance") 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.

19 unchanged sentences

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.

Used equipment inventory is one of the most highly trafficked sections of our website.

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.

Parts manufactured by the CNH Industrial brands and other suppliers are marketed and can be purchased directly through our website.

Parts manufactured by the CNH brands and other suppliers are marketed and can be purchased directly through our website.

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

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.

1 unchanged sentence

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.

We believe that digital marketing provides the highest return on investment of marketing dollars, and as such, the majority of our marketing expenditures are committed to 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.

CNH 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

1 unchanged sentence

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

Our competitors range from multi-location, regional operators to single-location dealers and include dealers and distributors of competing equipment brands, including Deere, Caterpillar, Kubota, and the AGCO brands, as well as other dealers and distributors of the CNH Industrial family of brands.

Competition among equipment dealers, whether they offer agricultural or construction products or both, is primarily based on the price, value, reputation, quality and design of the products, technology, customer service including repair and maintenance service provided by the dealer, the availability of equipment and parts, and the proximity of stores.

While we believe we compete favorably on each of these competitive factors, our sales and margins may be impacted by (i) aggressive pricing competition by equipment manufacturers or their dealers, (ii) our ability to obtain higher service margins based on our service quality and reputation, and (iii) our ability to attract new and retain existing customers based on the availability and quality of the products we offer and our local relationships and reputation.

While we believe we compete favorably on each of these competitive factors, our sales and margins may be impacted by (i) aggressive pricing by competing equipment manufacturers or their dealers, (ii) our ability to obtain higher service margins based on our service quality and reputation, and (iii) our ability to attract new and retain existing customers based on the availability and quality of the products we offer and our local relationships and reputation.

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

6 unchanged sentences

We maintain a website at www.titanmachinery.com.

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 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.

Our SEC filings are also available free of charge 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 have

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

We operate our United States 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.

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

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

33 unchanged sentences

We devote significant resources to employee 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.

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

4 unchanged sentences

Data collected in the periodic employee surveys is used to track progress against our internal goals and identify areas of interest and concern for our employees.

Our performance review process also stresses employee engagement by providing employees and managers a format to discuss more intentionally how an employee fits into a particular role, a team, and the Company as a whole.

Our performance review process also stresses employee engagement by providing employees and managers a format to discuss how an employee fits into a particular role, a team, and the Company as a whole.

Through these performance review discussions, employees can see the bigger picture of how their individual positions and teamwork tie together to impact the Company and ultimately our shareholders.

8 unchanged sentences

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.

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 support staff, 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.

12 unchanged sentences

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 full compliance.

We regularly train our employees on these issues and expect full compliance with our Code of Ethics and Business Conduct.

Community Engagement

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

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

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

11 unchanged sentences

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.

operations 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 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.

The level of required disclosure is currently uncertain in all jurisdictions in which we operate.

We will continue to monitor the evolving regulatory landscape, as well as investor expectations, in this area.

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

2 unchanged sentences

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.

The foreign countries and domestic states that we operate in subject us to a significant number of regulatory jurisdictions.

The foreign countries and domestic states that we operate in subject us to a significant

number of regulatory jurisdictions.

We believe that we are currently in material compliance with laws and regulations applicable to our business operations.

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