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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-07 · 36 added, 47 removed, 146 unchanged (36% of the section changed)

8 unchanged sentences

Changes in Internal Control over Financial Reporting.

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

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

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

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

There has not been any change in the Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during its most recently completed fiscal quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

OTHER INFORMATION

On March 30, 2026, the Company’s wholly-owned Australian subsidiary, O’Connors, entered into a new dealer agreement (the “CNH Industrial Australia Dealer Agreement”) with CNH Industrial Australia Pty Limited (“CNH Industrial Australia”), replacing O’Connors’ existing dealer agreement with CNH Industrial Australia.

The CNH Industrial Australia Dealer Agreement grants O’Connors the right to sell and service CNH products and parts in a geographically defined prime marketing area in Australia that aligns with O’Connors’ existing dealership locations (the “PMA”).

The PMA assigned to O’Connors is non-exclusive, but CNH Industrial Australia agrees, under the terms of the CNH Industrial Australia Dealer Agreement, to reasonably discourage other parties from selling CNH products and parts within O’Connors’ PMA.

The CNH Industrial Australia Dealer Agreement also sets out the other terms and conditions on which O’Connors is granted the right to sell and service CNH products and parts through its dealership locations.

The CNH Industrial Australia Dealer Agreement has an initial five year fixed term that commenced effective as of January 1, 2026 and will expire on January 1, 2031 (the “Term”) and contains an option running in favor of O’Connors that will allow O’Connors, at the end of the Term, to enter into a new dealer agreement with CNH Industrial Australia for an additional five year fixed term, subject to the satisfaction of the specified conditions.

During the Term, absent consent from CNH Industrial Australia, O’Connors is not permitted to sell or distribute, or allow to be sold or distributed on its behalf, any third party products that directly compete with CNH’s products in Australia or New Zealand.

In addition, under the terms of the CNH Industrial Australia Dealer Agreement, both during the Term and for a period of 12 months after the expiration or termination of the CNH Industrial Australia Dealer Agreement, O’Connors is subject to specified non-compete, non-solicitation and non-disparagement covenants running in favor of CNH Industrial Australia, which, in each case, are subject to specified exceptions and qualifications.

O’Connors is required to obtain approval from CNH Industrial Australia prior to undertaking any event the occurrence of which would have the effect of changing the underlying control or ownership of O’Connors, including (i) any change related to who has the right to appoint its directors, (ii) any change in the legal or beneficial ownership of its shares and (iii) any change in who has the legal or beneficial entitlement to its profits.

CNH Industrial Australia has the right to terminate the CNH Industrial Australia Dealer Agreement (i) immediately if O’Connors is in breach of any term of the CNH Industrial Australia Dealer 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 from CNH Industrial Australia, (ii) upon seven days’ prior written notice upon the occurrence of certain events with respect to O’Connors, including (1) failure to hold necessary licenses to operate its business, (2) becoming bankrupt, insolvent or suffering another specified insolvency event, (3) conviction of a failure to comply with specified laws and regulations or (4) acting fraudulently in connection with the operation of its business or (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.

O’Connors has the right to terminate the CNH Industrial Australia Dealer Agreement as provided for under the terms of Australia’s Franchising Code of Conduct as prescribed by section 51AE, Part IVB of the Competition and Consumer Act 2010, as amended or re-enacted from time to time.

In addition, CNH Industrial Australia may, upon 30 days’ prior written notice to the O’Connors, add new CNH products or restrict or discontinue existing CNH products from the authorized product list that are allowed to be sold or serviced by O’Connors.

The foregoing description of the CNH Industrial Australia Dealer Agreement is qualified in its entirety by reference to the full text of the CNH Industrial Australia Dealer Agreement, a copy of which is filed as Exhibit 10.19 hereto and incorporated herein by reference.

Securities Trading Plans of Directors and Officers

3 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

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

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

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

A copy of our Insider Trading Policy is filed with this Form 10-K as Exhibit 19.1.

Other than the information above, the information included in Part I of this Form 10-K under the heading "Information About our Executive Officers", and the information required by this Item 10 is incorporated herein by reference to the sections labeled "Board of Directors" and "Corporate Governance," all of which will appear in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

26 unchanged sentences

TITAN MACHINERY INC.

Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.;

Heartland Agriculture, LLC;

Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte;

Michael Anderson, Barb Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and Lenco Enterprises, LLC;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.1 of the registrant's Current Report on Form 8-K filed with the Commission on July 14, 2022).

Amendment No.

1 to Securities Purchase Agreement, dated as of July 28, 2022, by and among Titan Machinery Inc.;

Heartland Agriculture, LLC;

Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte;

Michael Anderson, Barb Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and Lenco Enterprises, LLC;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.;

Heartland Solutions, LLC;

Oak Hill Capital, LLC, Jeff Keller and Robert Caldwell;

Robert Caldwell, solely in his capacity as Seller Representative;

and solely for purposes of being bound by Sections 6.07 and 9.13 thereof, Gordon Glade (incorporated herein by reference to Exhibit 2.2 of the registrant's Current Report on Form 8-K filed with the Commission on July 14, 2022).

Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.;

Heartland Leverage Lender, LLC;

Gordon Glade, Jeff Keller and Robert Caldwell;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.3 of the registrant's Current Report on Form 8-K filed with the Commission on July 14, 2022).

Amendment No.

1 to Securities Purchase Agreement, dated as of July 29, 2022, by and among Titan Machinery Inc.;

Heartland Leverage Lender, LLC;

Gordon Glade, Jeff Keller and Robert Caldwell;

and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).

Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012, File No.

7 unchanged sentences

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

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

First Amendment to Employee Agreement Dated June 5, 2025 between Bryan J.

Knutson and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2025).

Amended and Restated Employment Agreement, dated June 4, 2025, between Robert Larsen and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2025).

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

30 unchanged sentences

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

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

Letter Agreement regarding the calculation of Consolidated Fixed Charge Coverage Ratio, dated January 31, 2025, between CNH Industrial Capital America LLC and the Company (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 7, 2025).

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

22 unchanged sentences

Titan Machinery Inc.

Non-Employee Director Compensation Plan.

Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.17 of the registrant's Annual Report on Form 10-K filed with the Commission on April 4, 2025).

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

Insider Trading Policy.

CNH Australia Dealer Agreement, executed as of March 30 2026, by and between CNH Industrial Australia Pty Limited and J.J.

O’Connor & Sons Pty Ltd.

Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 of the registrant’s Annual Report on Form 10-K filed with the Commission on April 7, 2025).

Subsidiaries of Titan Machinery Inc.

18 unchanged sentences

# Indicates management contract or compensatory plan or arrangement.

† The annexes to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Company agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.

FORM 10-K SUMMARY

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 7, 2025

March 31, 2026

TITAN MACHINERY INC.

6 unchanged sentences

Signature Title Date

/s/ BRYAN KNUTSON President, Chief Executive Officer (principal executive officer) and Director April 7, 2025

/s/ BRYAN KNUTSON President, Chief Executive Officer (principal executive officer) and Director March 31, 2026

Bryan Knutson

/s/ ROBERT LARSEN Chief Financial Officer (principal financial officer and principal accounting officer) April 7, 2025

/s/ ROBERT LARSEN Chief Financial Officer (principal financial officer and principal accounting officer) March 31, 2026

Robert Larsen

* Chairman of the Board of Directors April 7, 2025

Frank Anglin III April 7, 2025

Tony Christianson April 7, 2025

Stan Erickson April 7, 2025

Christine Hamilton April 7, 2025

Jody Horner April 7, 2025

* Chairman of the Board of Directors March 31, 2026

Frank Anglin III March 31, 2026

Tony Christianson March 31, 2026

Christine Hamilton March 31, 2026

Jody Horner March 31, 2026

Richard Lewis

April 7, 2025

Richard Mack April 7, 2025

March 31, 2026

Richard Mack March 31, 2026

*By /s/ ROBERT LARSEN

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures