What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-07 · 249 added, 211 removed, 1204 unchanged (28% of the section changed)

18 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026, and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 7, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 31, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

14 unchanged sentences

Critical Audit Matter Description

The majority of the Company’s used equipment inventories are acquired through trade-ins from customers.

Used equipment acquired through a trade-in is recorded based on the estimated future selling price, less a gross profit amount to be realized when the trade-in asset is sold and an estimate of any reconditioning work required to ready the asset for sale.

The Company determines net realizable value for the traded-in equipment through internal and third-party data that considers various factors including the age and condition of the equipment, hours of use, and market conditions.

The Company’s used equipment inventories are stated at the lower of cost (specific identification) or net realizable value.

2 unchanged sentences

The Company estimates net realizable value using internal and third-party data that considers various factors including the age and condition of the equipment, hours of use, and market conditions.

Given the significant judgments made by management to determine the initial fair value and subsequent net realizable value of used equipment inventories, performing audit procedures to evaluate these judgments to determine the valuation of used equipment inventories required a high degree of auditor judgment and an increased extent of effort.

Given the significant judgments made by management to determine the net realizable value of used equipment inventories, performing audit procedures to evaluate these judgments to determine the valuation of used equipment inventories required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

2 unchanged sentences

• We tested the effectiveness of controls over the internal and external data used to determine the valuation of used equipment inventories.

• We evaluated the reasonableness of management’s judgments utilized to determine the fair value or net realizable value of the used equipment inventories by:

• Evaluating the reasonableness and consistency of the methodology and assumptions used by management to determine fair value or net realizable value, as applicable.

• Testing the underlying determination of the fair value or net realizable value by obtaining documentation containing the age of the equipment and hours of use and comparing it to comparable internal and external data.

• We evaluated the reasonableness of management’s judgments utilized to determine the net realizable value of the used equipment inventories by:

◦ Evaluating the reasonableness and consistency of the methodology and assumptions used by management to determine the net realizable value.

◦ Testing the underlying determination of the net realizable value by obtaining documentation containing the age of the equipment, condition, and hours of use and comparing it to comparable internal and external data.

◦ Performing a retrospective lookback analysis of management’s process by comparing the actual selling prices of used equipment inventories units sold in the current year to the selling prices estimated by management for those units in the prior year, as applicable.

4 unchanged sentences

The income approach is based on discounted cash flow models that use reporting unit estimates for forecasted future financial performance, including revenues, margins, operating expenses, capital expenditures, depreciation, amortization, tax and discount rates.

As of January 31, 2025, the goodwill balance for the Agriculture reporting unit was $37.8 million, and the goodwill balance for the Australia reporting unit was $23.4M.

The market approach is based on assumptions related to earnings before interest, taxes, depreciation, and amortization multiples or revenue multiples.

As of January 31, 2026, the goodwill balance for the Agriculture reporting unit was $39.2 million, and the goodwill balance for the Australia reporting unit was $26.4 million.

The fair value of the Agriculture and Australia reporting units exceeded their carrying values, and therefore, no impairment was recognized.

Given the significant judgements made by management to estimate the fair value of the Agriculture and Australia reporting units and the differences between their fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions regarding forecasts of future equipment revenue, profit margins, long-term growth rate, discount rate, and the selection of EBITDA and revenue multiples required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists.

Given the significant judgements made by management to estimate the fair value of the Agriculture and Australia reporting units and the differences between their fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions regarding forecasts of future equipment revenue, profit margins, long-term growth rate, discount rate, and the selection of EBITDA or revenue multiples required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists.

How the Critical Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future equipment revenue, profit margins, long-term growth rate, discount rate, and EBITDA and revenue multiples for the Agriculture and Australia reporting units included the following, amount others:

• We tested the effectiveness of controls over the evaluation of goodwill for impairment, including those over the underlying assumptions to forecast future equipment revenue, profit margins, long-term growth rate, the selection of the discount rate, and the selection of EBITDA and revenue multiples.

Our audit procedures related to the forecasts of future equipment revenue, profit margins, long-term growth rate, discount rate, and EBITDA multiples for the Agriculture and Australia reporting units included the following, amount others:

• We evaluated management’s ability to accurately forecast future equipment revenues and profit margins by comparing actual results to management’s historical forecasts.

2 unchanged sentences

• With the assistance of our fair value specialists, we evaluated the valuation methodologies, the long-term growth rate and discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the long-term growth rate and discount rate selected by management.

• With the assistance of our fair value specialists, we evaluated the EBITDA and revenue multiples used in estimating fair value, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies and guideline transactions.

• With the assistance of our fair value specialists, we evaluated the EBITDA multiples used in estimating fair value, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies and guideline transactions.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

April 7, 2025

March 31, 2026

We have served as the Company's auditor since 2013.

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2025, of the Company and our report dated April 7, 2025, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2026, of the Company and our report dated March 31, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Minneapolis, Minnesota

April 7, 2025

March 31, 2026

TITAN MACHINERY INC.

65 unchanged sentences

Impairment of Intangible and Long-Lived Assets 2,291 1,311 —

Income from Operations 4,008 168,845 138,323

Restructuring Costs 1,741 — —

(Loss) Income from Operations ( 6,713 ) 4,008 168,845

Other Income (Expense)

2 unchanged sentences

Other interest expense ( 18,974 ) ( 15,105 ) ( 7,303 )

Income (Loss) Before Income Taxes ( 49,985 ) 151,040 135,241

(Benefit from) Provision for Income Taxes ( 13,074 ) 38,599 33,373

(Loss) Income Before Income Taxes ( 45,407 ) ( 49,985 ) 151,040

Provision for (Benefit from) Income Taxes 8,767 ( 13,074 ) 38,599

Net (Loss) Income $ ( 54,174 ) $ ( 36,911 ) $ 112,441

69 unchanged sentences

Acquisition consideration, net of cash acquired ( 19,796 ) ( 260 ) ( 107,548 )

Proceeds from sale of business 12,751 — —

Other, net 837 199 ( 597 )

16 unchanged sentences

Supplemental Disclosures of Noncash Investing and Financing Activities

Net property and equipment financed with long-term debt, leases, accounts payable and accrued liabilities $ 35,963 $ 17,911 $ 6,404

Net change in property and equipment included in long-term debt, leases, accounts payable and accrued liabilities $ ( 1,977 ) $ 35,963 $ 17,911

Finance lease debt to acquire finance asset $ 4,838 $ 65,638 $ 2,471

Net transfer of assets from (to) property and equipment to (from) inventories $ ( 3,352 ) $ ( 6,765 ) $ ( 497 )

Asset transferred from property and equipment to held for sale $ 9,509 $ — $ —

See Notes to Consolidated Financial Statements

5 unchanged sentences

and its subsidiaries (collectively, “Titan Machinery,” the “Company,” “we,” or us”) are 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, its European stores are located in Bulgaria, Germany, Romania, and Ukraine, and its Australian stores are located in New South Wales, South Australia, and Victoria.

The Company's United States stores are located in Colorado, Idaho, Iowa, Kansas, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming, its European stores are located in Bulgaria, Germany, Romania, and Ukraine, and its Australian stores are located in New South Wales, South Australia, and Victoria.

The agricultural and construction equipment businesses are highly seasonal, which causes the Company's quarterly results and cash flows to fluctuate during the year.

6 unchanged sentences

All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.

The Company's foreign subsidiaries have fiscal years ending on December 31 of each year, consistent with statutory reporting requirements in each of the respective countries.

The Company's foreign subsidiaries have fiscal years ending on December 31 of each year, consistent with statutory reporting requirements in each of the respective foreign countries.

The accounts of the Company's foreign subsidiaries are consolidated as of December 31 of each year.

11 unchanged sentences

Although no change in suppliers is anticipated, the occurrence of such a change could cause a possible loss of sales and adversely affect operating results.

The Company is the holder of authorized dealerships granted by CNH Industrial America, LLC and CNHI International SA (collectively referred to "CNH Industrial") whereby it has the right to act as an

The Company is the holder of authorized dealerships granted by CNH America, LLC and CNHI International SA (collectively referred to "CNH") whereby it has the right to act as an authorized dealer for the entity's equipment at specified locations.

The dealership authorizations and floorplan payable facilities can be canceled by the respective entity if the Company does not observe certain established guidelines and covenants.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

authorized dealer for the entity's equipment at specified locations.

The dealership authorizations and floorplan payable facilities can be canceled by the respective entity if the Company does not observe certain established guidelines and covenants.

In addition, the Company believes that the following factors related to concentrations in suppliers, and in particular CNH Industrial, have a significant impact on its operating results:

• CNH Industrial's product offerings, reputation and market share;

• CNH Industrial's product prices and incentive and discount programs;

• Supply of inventory from CNH Industrial and ability to match demand levels and delivery timelines;

• CNH Industrial provides floorplan payable financing for the purchase of a substantial portion of the Company's inventory;

• CNH Industrial provides a significant percentage of the financing and lease financing used by the Company's customers to purchase CNH Industrial equipment from the Company.

In addition, the Company believes that the following factors related to concentrations in suppliers, and in particular CNH, have a significant impact on its operating results:

• CNH's product offerings, reputation and market share;

• CNH's product prices and incentive and discount programs;

• Supply of inventory from CNH and ability to match demand levels and delivery timelines;

• CNH provides floorplan payable financing for the purchase of a substantial portion of the Company's inventory;

• CNH provides a significant percentage of the financing and lease financing used by the Company's customers to purchase CNH equipment from the Company.

Revenue Recognition

167 unchanged sentences

The Company operates its business in four reportable segments, the Agriculture, Construction, Europe and Australia segments.

The segment formerly known as "International" has been updated to "Europe" as of October 31, 2023 and a fourth segment "Australia" was created as a result of the Company's acquisition of J.J.

O’Connor & Sons Pty.

("O’Connors"), refer to Note 19 - Business Combinations for further details.

TITAN MACHINERY INC.

1 unchanged sentence

Accounting Guidance Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires additional income tax disclosures in the rate reconciliation table for federal, state and foreign income taxes, in addition to more details about the reconciling items in some categories when items meet a certain quantitative threshold.

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.

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

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

6 unchanged sentences

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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

On January 31, 2026, the Company adopted ASU No.

2023-07 to our consolidated financial statements.

2023-09 to our consolidated financial statements on a prospective basis, see Note 14, Income Taxes, for further detail.

NOTE 2 - EARNINGS PER SHARE

17 unchanged sentences

Allocation to participating securities — — ( 1,519 )

Net income attributable to Titan Machinery Inc.

Net (loss) income attributable to Titan Machinery Inc.

common stockholders $ ( 54,174 ) $ ( 36,911 ) $ 110,922

32 unchanged sentences

Year Ended January 31, 2024

Agriculture Construction Europe Total

Agriculture Construction Europe Australia Total

(in thousands)

97 unchanged sentences

Such assets had gross carrying values totaling $ 57.2 million and $ 53.0 million, and accumulated amortization balances totaling $ 8.3 million and $ 6.4 million, as of January 31, 2026 and 2025, 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 groups) may not be recoverable.

In fiscal 2026, 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 groups) may not be recoverable.

The Company performed the impairment analyses for these assets which have a combined carrying value of $141.1 million.

The Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $21.3 million carrying value of these assets may not be fully recoverable.

The Company performed an impairment assessment of these asset groups and as a result recognized an impairment charge of $2.1 million, of which $0.9 million was within the Agriculture segment, $0.1 million was within the Construction segment, $0.5 million was within the Europe segment and $0.5 million was within Shared Resources.

The impairment charge is reflected in the Impairment of Intangibles and Long-Lived Assets amount in the Consolidated Statements of Operations.

In fiscal 2025, the Company performed the impairment analyses for these assets which have a combined carrying value of $51.6 million.

The Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $18.4 million carrying value of these assets may not be fully recoverable.

The Company performed an impairment assessment of these asset groups and as a result recognized an impairment charge of $1.3 million, of which $0.2 million was within the Agriculture segment, $0.2 million was within the Construction segment and $0.9 million was within the Europe segment.

The impairment charge is reflected in the Impairment of Intangibles and Long-Lived Assets amount in the Condensed Consolidated Statements of Operations.

The Company did not have similar impairments in fiscal 2024 or fiscal 2023.

The impairment charge is reflected in the Impairment of Intangibles and Long-Lived Assets amount in the Consolidated Statements of Operations.

The Company did not have similar impairments in fiscal 2024.

NOTE 7 - INTANGIBLE ASSETS AND GOODWILL

10 unchanged sentences

$ 12,543 $ ( 4,461 ) $ 8,082 $ 12,262 $ ( 2,920 ) $ 9,342

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible asset amortization expense was $ 1.8 million, $ 1.9 million and $ 0.7 million for the years ended January 31, 2026, 2025 and 2024, respectively.

1 unchanged sentence

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 groups) may not be recoverable.

The Company performed an impairment assessment of these asset groups and as a result recognized an impairment charge of $0.1 million with respect to its German subsidiary's assets within the Europe segment, which is reflected in Impairment of Intangible and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In fiscal 2025, the Company performed an impairment assessment of these asset groups and as a result recognized an impairment charge of $0.1 million with respect to its German subsidiary's assets within the Europe segment, which is reflected in Impairment of Intangible and Long-Lived Assets in the Consolidated Statements of Operations.

No impairment charges were recognized in fiscal 2026.

As of January 31, 2026, future amortization expense is expected to be as follows:

1 unchanged sentence

(in thousands)

Thereafter 1,131

Indefinite-Lived Intangible Assets

4 unchanged sentences

Balance, January 31, 2024 $ 18,154 $ 72 $ 22,842 $ 41,068

Arising from business combinations 976 — 21,470 22,446

Foreign currency translation — — ( 2,104 ) ( 2,104 )

Balance, January 31, 2025 18,154 72 20,738 38,964

Arising from business combinations — — 2,546 2,546

Foreign currency translation — — 1,641 1,641

16 unchanged sentences

Foreign currency translation — ( 13 ) ( 2,385 ) ( 2,398 )

Impairment — ( 531 ) — ( 531 )

Balance, January 31, 2025 37,820 — 23,426 61,246

1 unchanged sentence

Foreign currency translation — — 1,825 1,825

Impairment — ( 531 ) — (531)

Balance, January 31, 2026 $ 39,220 $ — $ 26,363 $ 65,583

9 unchanged sentences

The implied fair value of the goodwill associated with the reporting unit approximated zero, thus requiring a full impairment charge of the goodwill carrying value of the reporting unit.

As such, a goodwill impairment charge of $0.5 million was recognized, which is included in Impairment of Goodwill in the Condensed Consolidated Statement of Operations.

As such, a goodwill impairment charge of $0.5 million was recognized, which is included in Impairment of Goodwill in the Consolidated Statement of Operations.

The impairment charge arose as the result of lowered expectations of the future financial performance of this reporting unit, which was impacted by the current year operating performance and challenging industry conditions.

3 unchanged sentences

The gross goodwill balance was $ 67.6 million and $ 63.2 million as of January 31, 2026 and 2025, respectively.

The accumulated goodwill impairment loss was $ 2.0 million and $ 1.5 million and as of January 31, 2025 and 2024, respectively , within the Europe segment.

The accumulated goodwill impairment loss was $ 2.0 million as of January 31, 2026 and 2025 , within the Europe segment.

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

2 unchanged sentences

As of January 31, 2026, the Company had floorplan lines of credit totaling $ 1.5 billion, which is primarily comprised of three significant floorplan lines of credit:

(i) a $ 875.0 million credit facility with CNH Industrial which includes $75.0 million revolver line, (ii) a $ 390.0 million line of credit with a group of banks (the "Bank Syndicate"), and (iii) a $ 80.0 million credit facility with DLL Finance LLC (“DLL Finance”).

(i) a $ 875.0 million credit facility with CNH which includes $75.0 million revolver line, (ii) a $500.0 million credit facility with a group of banks (the "Bank Syndicate") which includes $ 110.0 million revolver line, and (iii) a $ 70.0 million credit facility with DLL Finance LLC (“DLL Finance”).

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CNH Industrial Floorplan Payable Line of Credit

As of January 31, 2025, the Company had an $ 875.0 million credit facility with CNH Industrial, of which $ 650.0 million is available for U.S.

CNH Floorplan Payable Line of Credit

As of January 31, 2026, the Company had an $ 875.0 million credit facility with CNH, of which $ 650.0 million is available for U.S.

domestic financing which includes $75.0 million revolver line, $150.0 million is available for Australian financing, and $ 75.0 million is available for European financing.

domestic financing facility offers financing for new and used equipment inventories.

Available borrowings under this credit facility are reduced by outstanding floorplan payable balances and other acquisition-related financing arrangements with CNH Industrial.

Available borrowings under this credit facility are reduced by outstanding floorplan payable balances and other acquisition-related financing arrangements with CNH.

This credit facility charges interest at the prime rate plus or minus an agreed upon percentage, but not less than zero, for the financing of new and used equipment inventories and rental fleet assets.

CNH Industrial offers periods of reduced interest rates and interest-free periods.

CNH offers periods of reduced interest rates and interest-free periods.

Repayment terms vary, but generally payments are made from sales proceeds or rental revenue generated from the related inventories or rental fleet assets.

Balances under the outstanding CNH Industrial U.S.

Balances under the outstanding CNH U.S.

domestic credit facility are secured by the inventory or rental fleet purchased with the floorplan proceeds.

1 unchanged sentence

Available borrowings under this credit facility are reduced by outstanding floorplan payable balances.

Amounts outstanding are generally due approximately 75 days after the date of invoice by CNH Industrial.

Amounts outstanding are generally due approximately 75 days after the date of invoice by CNH.

Generally, no interest is charged on outstanding balances.

However, in certain international markets the Company receives extended terms from CNH Industrial similar to what we receive domestically with reduced interest and interest free periods.

However, in certain international markets the Company receives extended terms from CNH similar to what we receive domestically with reduced interest and interest free periods.

Amounts outstanding under European financing facility are secured by the inventory purchased with the floorplan proceeds.

1 unchanged sentence

Available borrowings under the credit facility are reduced by outstanding floorplan payable balances.

CNH Industrial offers periods of reduced interest rates and interest-free periods.

CNH offers periods of reduced interest rates and interest-free periods.

Repayment terms vary, but generally payments are made from sales proceeds.

The credit facility charges interest at the CNH Industrial prime rate plus or minus an agreed upon spread, but not less than zero, for the financing of new and used equipment inventories and rental fleet assets.

The credit facility charges interest at the CNH prime rate plus or minus an agreed upon spread, but not less than zero, for the financing of new and used equipment inventories and rental fleet assets.

Amounts outstanding under the Australian financing facility are secured by the inventory purchased with the floorplan proceeds.

The CNH Industrial credit facility contains financial covenants that impose a maximum level of adjusted debt to tangible net worth of 3.50 :1.00 and minimum fixed charge coverage ratio of 1.10 :1.00.

The credit facility also contains various restrictive covenants that require prior consent of CNH Industrial if the Company desires to engage in any acquisition of, consolidation or merger with, any other business entity in which the Company is not the surviving company;

The CNH credit facility contains financial covenants that impose a maximum level of adjusted debt to tangible net worth of 3.50 :1.00 and minimum fixed charge coverage ratio of 1.10 :1.00.

The credit facility also contains various restrictive covenants that require prior consent of CNH if the Company desires to engage in any acquisition of, consolidation or merger with, any other business entity in which the Company is not the surviving company;

create subsidiaries;

1 unchanged sentence

or sell, rent, lease or otherwise dispose or transfer any of the collateral, other than in the ordinary course of business.

CNH Industrial’s consent is also required for the acquisition of any CNH Industrial dealership.

In addition, the CNH Industrial credit facility restricts the Company's ability to incur any liens upon any substantial part of the assets.

CNH's consent is also required for the acquisition of any CNH dealership.

In addition, the CNH credit facility restricts the Company's ability to incur any liens upon any substantial part of the assets.

The credit facility automatically renews on August 31st of each year unless earlier terminated by either party.

In fiscal year 2025, the Company received various letters from CNH Industrial Capital America LLC that waived the Consolidated Fixed Charge Coverage Ratio covenant for the period January 31, 2025 through January 31, 2026.

As of January 31, 2025, the Company was in compliance with the adjusted debt to tangible net worth and due to the one year waiver of the fixed charge coverage ratio, that covenant was not applicable.

In fiscal year 2025, the Company received various letters from CNH Capital America LLC that waived the Consolidated Fixed Charge Coverage Ratio covenant for the period January 31, 2025 through January 31, 2026.

In March 2026, the waiver was extended for the period February 1, 2026 through January 31, 2027.

As of January 31, 2026, the Company was in compliance with the adjusted debt to tangible net worth and due to the waiver of the fixed charge coverage ratio, that covenant was not applicable.

TITAN MACHINERY INC.

24 unchanged sentences

The Bank Syndicate Agreement includes various restrictions on the Company and its subsidiaries' activities, including, under certain conditions, limitations on the Company’s ability to make certain cash payments including for cash dividends and stock repurchases, issuance of equity instruments, acquisitions and divestitures, and entering into new indebtedness transactions.

On December 3, 2024, the Company entered into Amendment No.

1 to the Bank Syndicate Agreement that lowers the adjusted excess availability metric from 15% to 10% for the period December 15, 2024 to March 15, 2025, and thereafter reverts to 15%.

As of January 31, 2026, under these provisions of the Bank Syndicate Agreement, the Company did not have any unrestricted dividend availability.

13 unchanged sentences

Amounts outstanding for Australian financing bear interest on outstanding balances of DLL Base Rate plus 1.59% spread.

DLL Finance offers periods of reduced interest rates and interest-free terms for domestic and interest-free terms for Australia financing.

The credit facility allows for increase, decrease or termination of the facility by DLL Finance in its sole discretion at any time.

The credit facility contains financial covenants that impose a maximum net leverage ratio of 3.50:1.00 and a minimum fixed charge coverage ratio of 1.10 :1.00.

The credit facility also requires the Company to obtain prior consent from DLL Finance if the Company desired to engage in any acquisition meeting certain financial thresholds.

The credit facility contains financial covenants that impose a maximum level of adjusted debt to tangible net worth ratio 3.50:1.00 and a minimum fixed charge coverage ratio of 1.10 :1.00.

The credit facility also requires the Company to obtain prior consent from DLL Finance if the Company desires to engage in any acquisition meeting certain financial thresholds.

The balances outstanding with DLL Finance are secured by the inventory or rental fleet purchased with the floorplan proceeds.

1 unchanged sentence

The Company received various letters from DLL Finance LLC that waived the Minimum Consolidated Fixed Charge Coverage Ratio covenant for the period January 31, 2025 through January 31, 2026.

As of January 31, 2025, the Company was in compliance with the net leverage ratio and due to the one year waiver of the fixed charge coverage ratio, that covenant was not applicable.

As of January 31, 2026, the Company was in compliance with the adjusted debt to tangible net worth ratio and due to the waiver of the fixed charge coverage ratio, that covenant was not applicable.

Other Lines of Credit

7 unchanged sentences

(in thousands)

CNH Industrial $ 520,927 $ 567,677

Bank Syndicate Agreement Floorplan Loan 127,154 162,845

CNH $ 448,942 $ 520,927

Bank Syndicate Agreement 25,545 127,154

DLL Finance 32,280 37,859

21 unchanged sentences

Sale-leaseback financing obligations December 2028 to December 2030 6.1 % to 6.2 %

Vehicle loans, secured Various through January 2031 2.1 % to 7.4 %

Vehicle loans, secured Various through February 2031 2.1 % to 7.6 %

25,290 27,198

Other Various through September 2029 2.4% to 7.4 %

Other October 2026 to September 2028 5.8% to 6.7 %

Total debt 179,975 168,687

1 unchanged sentence

Long-term debt, net $ 158,565 $ 157,767

In fiscal 2025, the Company signed an agreement to purchase 13 of its leased facilities at the end of the respective lease terms or earlier, resulting in a sale-leaseback finance modification expense of $9.7 million, which was recorded to Interest and other income (expense) in the Condensed Consolidated Statements of Operations.

In fiscal 2025, the Company purchased and subsequently financed several locations that it previously leased including sale-leaseback financing locations, creating an increase in mortgage loans as of January 31, 2025 compared to January 31, 2024.

Additionally, the Company decreased the Other debt balance by $3.6 million for the debt cancellation in relation to the U.S.

Treasury Department's New Market Tax Credit Program.

The gain in debt cancellation was recorded to Interest and other income (expense) in the Condensed Consolidated Statements of Operations.

Long-term debt maturities are as follows:

25 unchanged sentences

NOTE 12 - CONTINGENCIES

The Company has provided residual value guarantees to CNH Capital in connection with certain customer leasing arrangements with CNH Capital.

The Company, as guarantor, may be required to provide payment to CNH Capital at the termination of the lease agreement if the customer fails to exercise the purchase option under the leasing agreement and the proceeds CNH Capital receives upon disposition of the leased asset are less than the purchase option price as stipulated in the lease agreement.

As of January 31, 2026, the maximum amount of residual value guarantees was approximately $ 27.0 million and the lease agreements have termination dates ranging from 2026 to 2032.

As of January 31, 2026, the Company has recognized a liability of approximately $ 6.2 million based on its estimates of the likelihood and amount of residual value guarantees that will become payable at the termination dates of the underlying leasing agreements discounted at a rate of interest to reflect the risk inherent in the liability.

As of January 31, 2026, the Company has recorded a current liability, recognized in Accrued expenses and other in the consolidated balance sheets, of $ 0.1 million, and a long-term liability, recognized in Other long-term liabilities in the consolidated balance sheets, of $ 6.1 million.

As of January 31, 2026, the Company had $ 2.9 million of guarantees on customer financing with CNH Capital.

In the event that the customer defaulted on the payments owed to CNH Capital, the Company as the guarantor would be required to make those payments and any accelerated indebtedness to CNH Capital.

Upon such payment, the Company would be entitled to enforce normal creditor rights against the customer including collection action for monetary damages or re-possession of the collateral if CNH Capital has a perfected security interest.

No liabilities associated with these guarantees are included in the consolidated balance sheets as of January 31, 2026 as the Company deems the probability of being required to make such payments to be remote.

The Company is engaged in proceedings incidental to the normal course of business.

2 unchanged sentences

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

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 Machinery 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.

The Company has insurance policies with varying deductibility levels for property and casualty losses and is insured for losses in excess of these deductibles on a per claim and aggregate basis.

2 unchanged sentences

The Company determines its liabilities for claims, including incurred but not reported losses, based on all relevant information, including actuarial estimates of claim liabilities.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Matters

16 unchanged sentences

Our lease agreements do not contain any material non-lease components, residual value guarantees or material restrictive covenants.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company subleases a small number of real estate assets to third parties, primarily dealership locations for which we have ceased operations.

8 unchanged sentences

Operating lease cost Operating expenses and rental and other cost of revenue 5,103 8,067 13,356

Short-term lease cost Operating expenses — — 71

Variable lease cost Operating expenses 1,864 1,864 1,885

1 unchanged sentence

$ 12,520 $ 13,584 $ 13,697

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Right-of-use lease assets and lease liabilities consist of the following:

8 unchanged sentences

Operating Operating lease liabilities 46,050 25,588

Financing Other long-term liabilities 44,894 1,406

Financing Finance lease liabilities 42,140 44,894

Total lease liabilities $ 99,440 $ 77,913

13 unchanged sentences

Present value of lease liabilities $ 50,134 $ 49,306 $ 99,440

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The weighted-average lease term and discount rate as of January 31, 2026 and 2025 are as follows:

6 unchanged sentences

Financing leases 7.9 % 7.8 %

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other lease information is as follows:

32 unchanged sentences

NOTE 14 - INCOME TAXES

The components of income (loss) before income taxes for the years ended January 31, 2025, 2024 and 2023 consist of the following:

The components of (loss) income before income taxes for the years ended January 31, 2026, 2025 and 2024 consist of the following:

2026 2025 2024

15 unchanged sentences

Total $ 8,767 $ ( 13,074 ) $ 38,599

The reconciliation of the statutory federal income tax rate to the Company's effective rate is as follows:

2025 2024 2023

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table reconciles the income tax provision with the amount calculated using the 21.0% U.S.

federal statutory rate applied to pretax income, reflecting the adoption of ASU 2023-09 (amounts in thousands):

Year Ended January 31,

Amount Percentage

Federal Statutory Tax Rate $ ( 9,536 ) 21.0 %

State and Local Income Taxes

State and Local Tax (a) ( 3,517 ) 7.7

Changes in Valuation Allowances 4,735 ( 10.4 )

Foreign Tax Effects

Tax Rate Differential ( 709 ) 1.6

Changes in Valuation Allowances 5,995 ( 13.2 )

Impairment of Investment ( 4,308 ) 9.5

Other ( 99 ) 0.2

Changes in Valuation Allowances ( 616 ) 1.4

Other Foreign Jurisdictions

Other 178 ( 0.4 )

Changes in Valuation Allowances 13,112 ( 28.9 )

Nontaxable or Nondeductible Items 364 ( 0.8 )

Changes in Unrecognized Tax Benefits 2,754 ( 6.1 )

Other 406 ( 0.9 )

Effective Tax Rate $ 8,767 ( 19.3 ) %

(a) State taxes in Minnesota, Iowa, Nebraska and North Dakota made up the majority (greater than 50 percent) of the tax effect in this category.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides the disclosures required before adopting ASU 2023-09 and reconciles our effective tax rate with the U.S.

Federal tax rate:

statutory rate 21.0 % 21.0 %

5 unchanged sentences

26.2 % 25.6 %

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred tax assets and liabilities consist of the following as of January 31, 2026 and 2025:

8 unchanged sentences

Receivables 474 478

Other 2,754 —

Total deferred tax assets 72,797 48,031

5 unchanged sentences

Intangible assets ( 12,685 ) ( 10,799 )

Other ( 760 ) —

Total deferred tax liabilities $ ( 51,754 ) $ ( 48,030 )

1 unchanged sentence

As of January 31, 2026, the Company has recorded $ 77.5 million of net operating loss carryforwards within certain of its domestic and foreign jurisdictions.

The net operating loss carryforward within domestic jurisdictions is $7.2 million with unlimited carryforward period and $10.7 million that expire at various dates between the Company's fiscal years 2035 and 2045.

The net operating loss carryforward within domestic jurisdictions is $17.3 million with unlimited carryforward periods and $15.2 million that expire at various dates between the Company's fiscal years 2035 and 2046.

The net operating carryforward within foreign jurisdictions is $ 15.2 million with unlimited carryforward periods and $29.8 million that expire at various dates between the Company's fiscal years 2037 and 2042.

In assessing the foreign deferred tax assets as of January 31, 2025 and 2024, the Company concluded that a full valuation allowance is continued to be warranted in the Company's Ukrainian subsidiary, due to geopolitical concerns in the area.

The Company also concluded a full valuation allowance on the Company's German and Luxembourg subsidiaries continued to be warranted based on the presence of historical losses and the Company’s expected future sources of taxable income.

The Company has recorded valuation allowances of $6.3 million and $7.5 million for the international entities as of January 31, 2025 and 2024, respectively.

In fiscal 2025, the Company had a $1.2 million reduction in valuation allowance primarily due the change in the net operating loss from taxable income in Ukraine and taxable loss in Germany.

During the fiscal year ended January 31, 2026, the Company concluded, based upon all available evidence, it was more likely than not that a valuation allowance for U.S.

federal and state deferred tax assets was warranted.

In total, the Company recognized a valuation allowance of $17.8 million as of January 31, 2026 on U.S.

deferred tax assets.

These amounts are recorded as an additional provision for income taxes and negatively impacted the effective tax rate.

The recognition of the

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of January 31, 2025, the Company has recorded a liability for unrecognized tax benefits of $3.0 million.

The liability was recorded as a reduction in the Company's deferred tax assets, mainly, related to its net operating losses and also the Company’s tax liability.

valuation allowance for the Company's U.S.

deferred tax assets was based cumulative historical losses that resulted in uncertainty regarding the Company's ability to realize these assets.

The valuation allowance may be reversed in future periods if financial performance improves and the realization of U.S.

deferred tax assets becomes more likely than not.

During the fiscal year ended January 31, 2026, the Company concluded, based upon all available evidence, it was more likely than not that it would have sufficient future taxable income to realize the deferred tax assets of its Ukrainian subsidiary.

As a result, the Company released the $0.6 million valuation allowance and recognized a corresponding benefit from income taxes in the consolidated statement of operations for the year ended January 31, 2026.

The Company's conclusion regarding the realizability of such deferred tax assets was based on recent profitable operations in Ukraine resulting in a cumulative profit over the three-year period ending January 31, 2026, our projections of future profitability in Ukraine and the unlimited carryforward period of net operating losses in Ukraine.

In assessing the Company's other foreign deferred tax assets as of January 31, 2026 and 2025, the Company concluded that a full valuation allowance on the Company's German and Luxembourg subsidiaries continued to be warranted based on the presence of historical losses and the Company’s expected future sources of taxable income.

The Company has recorded valuation allowances of $12.1 million and $6.3 million for the international entities as of January 31, 2026 and 2025, respectively.

In fiscal 2026, the Company had a $5.7 million increase in valuation allowance primarily due the change in the net operating loss in Luxembourg.

As of January 31, 2026, the Company has unrecognized tax benefits of $5.7 million.

If recognized, the entire $5.7 million of unrecognized tax benefits would affect the Company's effective tax rate.

As of January 31, 2025, the Company did not have accumulated accrued interest and penalties, and for the year ended January 31, 2025 the Company did not recognize interest or penalties in its provision (benefit) for income taxes.

The Company had no unrecognized tax benefits as of January 31, 2024 and January 31, 2023.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense, during the years ended January 31, 2026 the company recognized $0.1 million of interest in tax expense.

For the year ended January 31, 2025, the Company did not have accumulated interest and penalties.

The Company had no unrecognized tax benefits as of January 31, 2024.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:

12 unchanged sentences

Certain foreign jurisdictions are subject to income tax examinations for the calendar year periods ranging between 2019 and 2025, depending on the jurisdiction of the entity.

As of January 31, 2025, the Company had accumulated undistributed earnings in non-U.S.

subsidiaries of approximately $ 52.0 million.

Upon repatriation of such earnings the Company could be subject to additional U.S.

or foreign taxes.

The Company has not recorded a deferred tax liability associated with these undistributed earnings as such earnings are to be reinvested outside of the U.S.

indefinitely.

It is not practicable to estimate the amount of additional tax that might be payable if such earnings were repatriated.

The Company has determined it is indefinitely reinvested in certain foreign jurisdictions.

In these jurisdictions, no additional taxes have been recorded as it is not practical to estimate the amount that may be payable if such earnings were repatriated.

Additionally, the Company is not indefinitely reinvested in other foreign jurisdictions.

There have been no deferred taxes recorded in these jurisdictions.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash paid for income taxes, net of refunds is presented in the following table:

Year Ended January 31,

(in thousands)

U.S Federal $ ( 1,907 )

Iowa $ ( 309 )

Nebraska ( 209 )

North Dakota ( 255 )

State Total $ (857)

Australia 228

Bulgaria ( 100 )

Foreign Total $ 915

Total Cash Paid for Income Taxes (Net of Refunds) $ ( 1,849 )

NOTE 15 - CAPITAL STRUCTURE

6 unchanged sentences

Shares issued for stock-based awards consist of authorized but unissued shares.

During the year ended January 31, 2025, the 2014 Equity Incentive Plan was amended and restated to increase the shares available for equity awards from 2,200,000 shares to 3,150,000 shares.

As of January 31, 2026, the Company had 743,341 shares authorized and available for future equity awards under the 2014 Equity Incentive Plan.

3 unchanged sentences

The Company grants RSAs as part of its long-term incentive compensation to employees and members of the Board of Directors of the Company.

The fair value of these awards is determined based on the closing market price of the Company's stock on the date of grant.

The RSAs primarily vest over a period of approximately four years for employees and over one year

The fair value of these awards is determined based on the closing market price of the Company's

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for members of the Board of Directors.

stock on the date of grant.

The RSAs primarily vest over a period of approximately four years for employees and over one year for members of the Board of Directors.

The Company recognizes compensation expense ratably over the vesting period of the award.

The restricted common stock underlying these awards are deemed issued and outstanding upon grant and carry the same voting and dividend rights of unrestricted outstanding common stock;

provided, however, any dividends paid shall be subject to a right of forfeiture until the underlying rule of forfeiture of the RSA has lapsed.

The restricted common stock underlying these awards are deemed issued and outstanding upon grant and carry the same voting and dividend rights of unrestricted outstanding common stock, provided that any dividends paid are subject to a right of forfeiture until the underlying RSA has vested.

The following table summarizes RSA activity for the year ended January 31, 2026:

48 unchanged sentences

Balance, January 31, 2023 $ ( 7,730 ) $ 2,711 $ ( 5,019 )

Total other comprehensive loss ( 2,847 ) — ( 2,847 )

Balance, January 31, 2023 ( 7,730 ) 2,711 ( 5,019 )

Total other comprehensive income 6,779 — 6,779

2 unchanged sentences

Balance, January 31, 2025 ( 11,045 ) 2,711 ( 8,334 )

Total other comprehensive income 14,587 — 14,587

Balance, January 31, 2026 $ 3,542 $ 2,711 $ 6,253

Income taxes are not provided for foreign currency translation adjustments arising from permanent investments in international subsidiaries.

3 unchanged sentences

The Company matches 50% of the first 8% of the participating employee's contribution.

In addition, the Company may make a discretionary contribution to the 401(k) Plan as determined by the Board of Directors, with a maximum amount equal to the amount allowed under the IRS regulations.

In addition, the Company may make a discretionary contribution to the 401(k) Plan as determined by the Board of Directors, with a maximum amount equal to the amount allowed under applicable IRS regulations.

The Company recognized expense for contributions made to the 401(k) Plan totaling $ 8.9 million, $ 8.6 million and $ 7.0 million for the years ended January 31, 2026, 2025 and 2024, respectively.

1 unchanged sentence

NOTE 19 - BUSINESS COMBINATIONS

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 overall consolidated financial statements during the year ended January 31, 2025 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On October 2, 2023, the Company acquired all of the outstanding equity interests of O’Connors.

The acquired business consisted of 15 Case IH dealership locations and one parts center in the states of New South Wales, South Australia, and Victoria in Southeastern Australia.

Total cash consideration paid for O'Connors was $ 66.5 million, which was financed through available cash resources and line of credit availability.

The 15 O’Connors store locations are included within the Australia segment.

The Company incurred $ 1.1 million in acquisition related expenses in connection with this acquisition, which are included in Operating Expenses in the Consolidated Statements of Operations for the year ended January 31, 2024.

The Company completed other acquisitions that were not considered material, individually or collectively, to the overall consolidated financial statements during the year ended January 31, 2024.

These acquisitions consisted of five locations of Pioneer Farm Equipment Co.

on February 1, 2023, in the state of Idaho, one location of Midwest Truck Parts Inc.

on June 1, 2023, in the state Minnesota and one location of Scott Supply Co.

on January 10, 2024, in the state of South Dakota, all of which are included in the Agriculture segment.

The Company also acquired MAREP GmbH on May 1, 2023, which included two locations in Germany and is included in the Europe segment.

These acquisitions have been included in the Condensed Consolidated Financial Statements from the date of the respective acquisition.

The Company completed other acquisitions that were not considered material, individually or collectively, to the overall consolidated financial statements during the year ended January 31, 2024.

These acquisitions consisted of five locations of Pioneer Farm Equipment Co.

on February 1, 2023, in the state of Idaho, one location of Midwest Truck Parts Inc.

on June 1, 2023, in the state Minnesota and one location of Scott Supply Co.

on January 10, 2024, in the state of South Dakota, all of which are included in the Agriculture segment.

The Company also acquired MAREP GmbH on May 1, 2023, which included two locations in Germany and is included in the Europe segment.

These acquisitions have been included in the Condensed Consolidated Financial Statements from the date of the respective acquisition.

On August 1, 2022, the Company acquired all outstanding equity interests of three entities, Heartland Agriculture, LLC, Heartland Solutions, LLC, and Heartland Leveraged Lender, LLC, (collectively referred to as the "Heartland Companies") for $ 94.4 million in cash consideration.

The Heartland Companies consist of 12 CaseIH commercial application agriculture locations, in the states of Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, and Wisconsin.

The Heartland Companies have been a successful CaseIH commercial application dealer group and our acquisition of these entities provides the Company the opportunity for synergies due to the overlap of our footprints, which allows us to package deals that will include both commercial application equipment as well as other agricultural and construction equipment to commercial customers within our core footprint.

These locations are included in the Company's Agriculture segment.

In the most recently completed fiscal year, prior to acquisition, the Heartland Companies generated revenue of approximately $214.0 million.

The results of operations for the Heartland Companies from the August 1, 2022 acquisition closing date through January 31, 2023, were approximate ly $103.2 million of revenue and $4.6 million of pre-tax income.

The Company incurred $ 1.1 million i n acquisition related expenses in connection with this acquisition, which are included in operating expenses in the consolidated statements of operations for the year ended January 31, 2023.

The Company has completed another acquisition that was not considered material to the overall consolidated financial statements during the year ended January 31, 2023.

This acquisition included the two locations of Mark's Machinery, Inc.

on April 1, 2022, in the state of South Dakota, which is included in the Agriculture segment.

This acquisition has been included in the consolidated financial statements from the date of the acquisition.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Purchase Price Allocation

Each of the above acquisitions has been accounted for under the acquisition method of accounting, which requires the Company to estimate the acquisition date fair value of the assets acquired and liabilities assumed.

As of January 31, 2025, the purchase price allocation for all business combinations from fiscal 2025 and prior are complete.

The following summarizes the acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill (in thousands):

October 2, 2023

Assets acquired:

Receivables 8,323

Inventories 96,802

Prepaid expenses and other 314

Property and equipment 11,450

Operating lease assets 14,798

Intangible assets:

Customer Relationships 10,928

Distribution Rights 21,470

Goodwill 24,261

Total assets 192,511

Liabilities Assumed:

Accounts payable 4,702

Floorplan payable 74,815

Current operating lease liabilities 1,064

Deferred revenue 12,008

Accrued expenses and other 17,284

Long-term debt 2,371

Operating lease liabilities 13,733

Total liabilities 125,977

Net assets acquired $ 66,534

Goodwill recognized by segment:

Australia $ 24,261

Goodwill expected to be deductible for tax purposes —

The recognition of goodwill in the above business combination arose from the acquisition of an assembled workforce and anticipated synergies expected to be realized.

The acquired customer relationship intangible assets are being amortized on a straight line basis over a useful life of seven years.

The distribution rights assets are indefinite-lived intangible assets not subject to amortization, but are tested for impairment annually, or more frequently upon the occurrence of certain events or when circumstances indicate that impairment may be present.

The Company estimated the fair value of these intangible assets using a multi-period excess earnings model, an income approach.

On May 15, 2025, the Company acquired certain assets of Farmers Implement and Irrigation, Inc.

(“Farmers Implement”).

This acquired New Holland agriculture dealership consists of one agriculture equipment store in Brookings, South Dakota.

This acquisition occurred within the Company’s Agriculture segment.

The total consideration transferred for the acquired business was $13.4 million paid in cash, which included the real estate.

In connection with the acquisition, the Company acquired from CNH and certain other manufacturers equipment and parts inventory previously owned by Farmers Implement.

Upon acquiring such inventories, the Company was offered floorplan financing by the respective manufacturers.

In total, the Company acquired inventory and recognized a corresponding financing

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pro Forma Information

The following summarized unaudited pro forma condensed statement of operations information for the twelve months ended January 31, 2025, 2024 and 2023, assumes the Heartland Companies acquisition occurred as of February 1, 2021 and O’Connors acquisition occurred as of February 1, 2022.

The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only.

The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of these dates or that will be attained in the future.

Year Ended January 31,

2025 2024 2023

(in thousands)

Total Revenues $ 2,702,122 $ 2,951,697 $ 2,595,342

Net (Loss) Income $ ( 36,911 ) $ 122,126 $ 120,339

liability of $7.0 million.

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 brands at six of the Company’s 15 locations in Australia.

The total consideration transferred for the acquired business was $6.4 million paid in cash, which included the real estate.

These acquisitions are not considered material to the overall consolidated financial statements during the year ended January 31, 2026 and have been included in the Consolidated Financial Statements from the date of the acquisitions.

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 overall consolidated financial statements during the year ended January 31, 2025 and has been included in the Consolidated Financial Statements from the date of the acquisition.

NOTE 20 - FAIR VALUE OF FINANCIAL INSTRUMENTS

22 unchanged sentences

This segment also includes ancillary sales and services related to agricultural activities and products such as equipment transportation, GPS signal subscriptions and finance and insurance products.

The Company's Construction segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from heavy construction to light industrial machinery use to customers in North America.

This segment also includes ancillary sales and services related to construction activities such as equipment transportation, GPS signal subscriptions and finance and insurance products.

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

This segment also includes ancillary sales and services related to construction activities such as equipment transportation, GPS signal subscriptions and finance and insurance products.

The Company’s Europe segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming and construction to home and garden use to customers in Eastern Europe and Germany.

Similar to the Agriculture segment, this segment also includes ancillary sales and services related to agricultural activities and products such as equipment transportation, GPS signal subscriptions and finance and insurance products.

The Company’s Australian segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming and construction to home and garden use to customers in Southeastern Australia.

The Company’s Australia segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming and construction to home and garden use to customers in Southeastern Australia.

This segment also includes ancillary sales and services related to agricultural activities and products such as equipment transportation, GPS signal subscriptions and finance and insurance products.

36 unchanged sentences

941 114 693 —

Restructuring Costs (2)

Floorplan interest expense 15,055 4,372 2,507 1,949

Sale-leaseback financing expense 5,139 4,511 — —

Intercompany loan waiver income (3)

— — ( 10,280 ) —

Other segment expense (income), net (4)

11 unchanged sentences

Total Capital Expenditures $ 22,357

(1) Impairment charge related to goodwill, intangible and long-lived assets.

(1) Impairment charge related to long-lived assets.

(2) Restructuring costs related to Germany divestiture.

(3) Europe segment balance includes a waiver of $10.3 million related to intercompany loan, with a corresponding offset recorded in Shared Resources and eliminated in consolidation.

(4) Balance consists of other interest income (expense) and foreign currency.

16 unchanged sentences

Operating expense 254,858 61,517 42,739 30,363

Impairment Charge (1)

201 168 1,473 —

Floorplan interest expense 21,384 5,462 4,159 2,172

Sale-leaseback financing expense 5,139 4,511 — —

Other segment expense (income), net (2)

962 3,294 2,804 1,859

Segment income before taxes $ 121,070 $ 18,345 $ 16,487 $ 4,114 $ 160,016

Segment (loss) income before taxes $ (39,779) $ (6,650) $ (3,894) $ 2,888 $ (47,435)

Shared resources unallocated expense ( 2,550 )

Income before taxes $ 151,040

Loss before taxes $ (49,985)

Depreciation and amortization $ 14,022 $ 10,518 $ 3,670 $ 3,623

6 unchanged sentences

Total Capital Expenditures $ 51,845

(1) Impairment charge related to goodwill, intangible and long-lived assets.

(2) Balance consists of other interest income (expense) and foreign currency.

4 unchanged sentences

(in thousands)

Agriculture Construction Europe Total

Agriculture Construction Europe Australia Total

Equipment $ 1,624,010 $ 221,140 $ 245,423 $ 54,743 $ 2,145,316

25 unchanged sentences

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

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 22 - GERMANY LIQUIDATION AND REALIGNMENT COSTS

In November 2026, to better align the Company's cost structure and business in certain markets, the Company signed definitive agreements to divest its CNH distribution rights in Germany through two separate asset sale transactions with the existing New Holland dealers in the region.

These transactions support CNH’s dual-brand strategy and align with the Company’s ongoing focus to enhance returns on invested capital.

Store liquidation and realignment costs for 2026 were as follows:

(in thousands)

Operating lease asset impairment (1)

Employee termination benefits (2)

Impairment of fixed assets, net of gains on asset disposition (1)

Inventory cost adjustments (3)

(1) Recognized in Impairment of Intangibles and Long-Lives Assets in the consolidated statement of operations.

(2) Recognized in Restructuring Costs in the consolidated statement of operations.

(3) Recognized in Cost of Revenue - Equipment and Cost of Revenue - Parts in the consolidated statement of operations.

A reconciliation of the beginning and ending exit cost liability balance, which is included in accrued expenses and other in the consolidated balance sheets, as follows:

(in thousands)

Balance, January 31, 2025 $ —

Exit costs incurred and charged to expense

Employee termination benefits 1,741

Balance, January 31, 2026 $ 1,741

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 23 - HELD FOR SALE

As of January 31, 2026, certain European assets related to the Company's Germany liquidation met the criteria to be classified as held for sale.

The Company is working to sell these disposal groups during the year ended January 31, 2027.

In addition, the Company has $6.1 million of property and equipment unrelated to the aforementioned disposal groups, which is included in the vehicle and land, building, and leasehold improvements line items of the table below.

Assets classified as held for sale are included within prepaid expenses and other on the consolidated balance sheets.

The assets which are held for sale related to the aforementioned disposal groups are presented in the following table:

January 31, 2026 January 31, 2025

(in thousands)

Assets Held For Sale

New equipment $ 1,395 $ —

Total inventories 2,356 —

Property and equipment

Machinery and equipment 296 —

Vehicle 3,206 —

Furniture and fixtures 315 —

Land, buildings, and leasehold improvements 8,965 3,013

Total property and equipment 12,782 3,013

Total assets held for sale $ 15,138 $ 3,013

Schedule II—Valuation and Qualifying Accounts and Reserves

8 unchanged sentences

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 8. Financial Statements and Supplementary Data