Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. After evaluating the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act as of the end of the period covered by this Form 10-K, our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), with the participation of the Company's management, have concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are effective.
Management's Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management has concluded that the Company’s disclosure controls and procedures were effective at January 31, 2026 to ensure that the information required to be disclosed by the Company in reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has also audited our internal control over financial reporting as of January 31, 2026, as stated in their report included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
Changes in 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.
ITEM 9B. 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.
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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
During the three months ended January 31, 2026, no director or officer of the Company adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. 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 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 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by reference to the sections labeled "Compensation Discussion and Analysis," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation" (excluding the information under the subheading "Pay Versus Performance"), and "Non-Employee Director Compensation," all of which will appear in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated herein by reference to the sections entitled "Security Ownership of Principal Stockholders and Management" and "Executive Compensation - Equity Compensation Plan Information," both of which will appear in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 is incorporated herein by reference to the sections entitled "Corporate Governance—Independence" and "Certain Relationships and Related Transactions," both of which will appear in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 is incorporated herein by reference to the section entitled "Fees of the Independent Registered Public Accounting Firm," which will appear in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report.
(1) Financial Statements. The following financial statements are included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K:
Report of Deloitte & Touche LLP on Consolidated Financial Statements as of January 31, 2026 and 2025 and for each of the three years in the period ended January 31, 2026
Report of Deloitte & Touche LLP on Internal Control Over Financial Reporting as of January 31, 2026
Consolidated Balance Sheets as of January 31, 2026 and 2025
Consolidated Statements of Operations for each of the three years in the period ended January 31, 2026
Consolidated Statements of Comprehensive Income for each of the three years in the period ended January 31, 2026
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January 31, 2026
Consolidated Statements of Cash Flows for each of the three years in the period ended January 31, 2026
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules. The following consolidated financial statement schedule should be read in conjunction with the consolidated financial statements and Report of Deloitte & Touche LLP on the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data , of this Form 10-K:
Schedule II—Valuation and Qualifying Accounts and Reserves
All other financial statement schedules have been omitted, because they are not applicable, are not required, or the information is included in the Financial Statements or Notes thereto
(3) Exhibits. See the Exhibit Index to this Form 10-K immediately following below:
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EXHIBIT INDEX
TITAN MACHINERY INC.
FORM 10-K
No. Description
3.1
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. 001-33866).
3.2
Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 16, 2009, File No. 001-33866).
4.1
Specimen Certificate representing shares of common stock of Titan Machinery Inc. (incorporated by reference to Exhibit 4.1 of the registrant's Amendment No. 6 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on December 3, 2007).
4.2
Description of Securities of Titan Machinery registered under Section 12 of the Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.3 of the registrant's Annual Report on Form 10-K filed with the Commission on April 7, 2020).
10.1#
Executive Employment Agreement, dated October 17, 2023, between Bryan J. 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).
10.1.1#
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).
10.2#
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).
10.3
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).
10.3.1
Amendment to the Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
10.4
Form of CaseIH Agriculture Equipment Sales and Service Agreement between CNH Industrial America LLC and the registrant Titan Machinery Inc. (incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).
10.4.1
Revision 1 to the Case IH Agricultural Equipment Sales and Service Agreement between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).
10.5
Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC 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 2, 2017).
10.5.1
Amendment to the Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC 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 2, 2017).
10.6
New Holland Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.5 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
10.6.1
Amendment to the New Holland Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.6 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
10.7
Dealer Security Agreement dated April 14, 2003 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.14 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
10.8
Dealer Security Agreements between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.15 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
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No. Description
10.9
Agreement to Grant Commercial Application Equipment Distribution Rights, dated as of August 1, 2022, by and between CNH Industrial America LLC 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 September 9, 2022).
10.10
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
10.10.1
Letter Agreement with CNH Capital America, LLC dated September 30, 2011, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 9, 2011, File No. 001-33866).
10.10.2
Letter Agreement with CNH Capital America, LLC dated November 20, 2012, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012, File No. 001-33866).
10.10.3
Letter Agreement with CNH Capital America, LLC dated February 15, 2013, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).
10.10.4
Amendment dated December 8, 2014 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2014).
10.10.5
Letter Agreement, dated December 6, 2023, to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement and Inventory Finance Agreement, dated November 13, 2007 and December 17, 2018 respectively, by and between Titan Machinery Inc. and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 7, 2023).
10.10.6
Inventory Finance Agreement, dated December 17, 2018, between CNH Industrial Capital Australia Pty Limited and J.J. O'Connor & Sons Pty Ltd. (incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 7, 2023).
10.10.7
Third Amendment, dated January 31, 2023, to the Amended and Restated Third Revolving Credit Agreement dated November 13, 2007, by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.12.15 of the registrant's Annual Report on Form 10-K filed with the Commission on March 30, 2023).
10.10.8
Letter Agreement, dated December 2, 2024, to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement and Inventory Finance Agreement, dated November 13, 2007 and December 17, 2018 respectively, between CNH Industrial Capital America LLC 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 5, 2024).
10.10.9
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).
10.10.10
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).
10.11
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. Borrower, each as a U.S. Borrower, J.J. O’Connor & Sons Pty Ltd. and certain entities joined thereto as an Australian Borrower, each as an Australian Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Joint Lead Arrangers, and Bank of America, N.A. and PNC Bank, National Association, as Co-Documentation Agents (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on May 22, 2024).
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No. Description
10.11.1
Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated December 3, 2024, by and among the registrant, Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, J.J. O’Connor & Sons Pty Ltd and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 5, 2024).
10.12#
Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Commission on June 4, 2024).
10.13#
Form of Titan Machinery Inc. Restricted Stock Agreement (for non-employee directors) under the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 6, 2024).
10.14#
Form of Titan Machinery Inc. Restricted Stock Agreement under the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 6, 2024).
10.15#
Form of Titan Machinery Inc. Restricted Stock Unit Agreement under the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 6, 2024).
10.16#
Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.19 of the registrant's Annual Report on Form 10-K filed with the Commission on April 5, 2019).
10.17#
Titan Machinery Inc. 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).
10.18#
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).
10.19*
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.
19.1
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).
21.1*
Subsidiaries of Titan Machinery Inc.
23.1*
Consent of Deloitte & Touche LLP.
24.1*
Power of Attorney.
31.1*
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Clawback Policy, dated as of September 7, 2023 (incorporated herein by reference to Exhibit 97 of the registrant's Annual Report on Form 10-K filed with the Commission on April 3, 2024).
101* The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2026 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of January 31, 2026 and 2025, (ii) the Consolidated Statements of Operations for the fiscal years ended January 31, 2026, 2025 and 2024, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2026, 2025 and 2024, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2026, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, 2025 and 2024, and (vi) the Notes to the Consolidated Financial Statements.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
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No. Description
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________________________
* Filed herewith
** Furnished herewith.
# 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.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
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.
Dated: March 31, 2026
TITAN MACHINERY INC.
By /s/BRYAN KNUTSON By /s/ ROBERT LARSEN
Bryan Knutson,
President and Chief Executive Officer
Robert Larsen,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/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) March 31, 2026
Robert Larsen
* Chairman of the Board of Directors March 31, 2026
David J. Meyer
* Director
Frank Anglin III March 31, 2026
* Director
Tony Christianson March 31, 2026
* Director
Christine Hamilton March 31, 2026
* Director
Jody Horner March 31, 2026
* Director
Richard Lewis
March 31, 2026
* Director
Richard Mack March 31, 2026
*By /s/ ROBERT LARSEN
Robert Larsen, Attorney-in-Fact
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