What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2025-12-04 · 101 added, 272 removed, 432 unchanged (46% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

Current Assets

32 unchanged sentences

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

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

23,309,167 shares issued and outstanding at April 30, 2026;

23,363,865 shares issued and outstanding at January 31, 2026

1 unchanged sentence

Retained earnings 293,524 306,140

Accumulated other comprehensive income (loss) 4,710 ( 8,334 )

Accumulated other comprehensive income 5,706 6,253

Total stockholders' equity 566,477 579,298

4 unchanged sentences

(in thousands, except per share data)

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

2025 2024 2025 2024

Three Months Ended April 30,

Equipment $ 364,654 $ 436,840

11 unchanged sentences

Operating Expenses 94,382 96,404

Impairment of Goodwill — — — 531

Impairment of Intangible and Long-Lived Assets 502 266

Income (Loss) from Operations 10,304 11,457 5,231 49,802

Loss from Operations ( 5,601 ) ( 5,735 )

Other Income (Expense)

2 unchanged sentences

Other interest expense ( 4,623 ) ( 4,533 )

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

Loss Before Income Taxes ( 12,475 ) ( 17,282 )

Provision (Benefit) for Income Taxes 141 ( 4,078 )

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

Earnings (Loss) Per Share:

Net Loss $ ( 12,616 ) $ ( 13,204 )

Loss Per Share:

Basic $ ( 0.55 ) $ ( 0.58 )

7 unchanged sentences

(in thousands)

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

2025 2024 2025 2024

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

Other Comprehensive Income (Loss)

Three Months Ended April 30,

Net Loss $ ( 12,616 ) $ ( 13,204 )

Other Comprehensive Loss

Foreign currency translation adjustments ( 547 ) 3,661

Comprehensive Income (Loss) $ 1,070 $ 7,534 $ ( 4,962 ) $ 8,204

Comprehensive Loss $ ( 13,163 ) $ ( 9,543 )

See Notes to Condensed Consolidated Financial Statements

10 unchanged sentences

Balance at April 30, 2026 23,309 $ — $ 267,247 $ 293,524 $ 5,706 $ 566,477

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 287 — ( 11 ) — — ( 11 )

Stock-based compensation expense — — 1,399 — — 1,399

Net loss — — — ( 6,000 ) — ( 6,000 )

Other comprehensive income — — — — 9,511 9,511

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

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

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

Net income — — — 1,198 — 1,198

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

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

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

3 unchanged sentences

Stock-based compensation expense — — 1,591 — — 1,591

Net income — — — 9,441 — 9,441

Net loss — — — ( 13,204 ) — ( 13,204 )

Other comprehensive loss — — — — 3,661 3,661

Balance at April 30, 2025 23,086 $ — $ 263,007 $ 347,110 $ ( 4,673 ) $ 605,444

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 310 — ( 51 ) — — ( 51 )

Stock-based compensation expense — — 1,262 — — 1,262

Net loss — — — ( 4,304 ) — ( 4,304 )

Other comprehensive income — — — — 58 58

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

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

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

Net income — — — 1,713 — 1,713

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

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

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Nine Months Ended October 31,

Three Months Ended April 30,

Operating Activities

Net (loss) income $ ( 18,006 ) $ 6,850

Adjustments to reconcile net (loss) income to net cash provided by operating activities

Net loss $ ( 12,616 ) $ ( 13,204 )

Adjustments to reconcile net loss to net cash (used for) provided by operating activities

Depreciation and amortization 9,028 8,915

4 unchanged sentences

Noncash lease expense 1,213 1,027

Sale-leaseback finance modification expense — 11,159

Gain on extinguishment of debt — ( 3,585 )

Other, net ( 1,284 ) ( 1,022 )

6 unchanged sentences

Accounts payable, accrued expenses and other and other long-term liabilities 4,362 16,869

Net Cash Provided by (Used for) Operating Activities 83,884 ( 56,195 )

Net Cash (Used for) Provided by Operating Activities ( 23,092 ) 6,195

Investing Activities

Rental fleet purchases — ( 514 )

Property and equipment purchases (excluding rental fleet) ( 2,544 ) ( 7,988 )

Proceeds from sale of property and equipment 1,567 2,432

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

Proceeds from business divestitures, net 2,030 —

Other, net — 322

Net Cash Used for Investing Activities ( 17,026 ) ( 29,439 )

Net Cash Provided by (Used for) Investing Activities 1,053 ( 5,234 )

Financing Activities

2 unchanged sentences

Principal payments on long-term debt and finance leases ( 4,256 ) ( 7,253 )

Payment of debt issuance costs ( 63 ) ( 3,754 )

Other, net ( 959 ) ( 700 )

Net Cash (Used for) Provided by Financing Activities ( 55,730 ) 70,968

Net Cash Provided by (Used for) Financing Activities 23,449 ( 15,781 )

Effect of Exchange Rate Changes on Cash 4 436

7 unchanged sentences

Supplemental Disclosures of Noncash Investing and Financing Activities

Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities $ ( 1,616 ) $ 12,484

Long-term debt to acquire finance leases $ — $ 42,182

Net change in property and equipment included in long-term debt, leases, accounts payable and accrued liabilities $ 403 $ ( 1,680 )

Net transfer of assets to property and equipment from inventories $ ( 6,638 ) $ 416

9 unchanged sentences

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

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

Therefore, operating results for the three months ended April 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2027.

The information contained in the consolidated balance sheet as of January 31, 2026 was derived from the audited consolidated financial statements of the Company for the fiscal year then ended.

These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC on April 7, 2025.

Nature of Business

1 unchanged sentence

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

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

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

4 unchanged sentences

Recently issued accounting pronouncements 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 financial 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.

4 unchanged sentences

Early adoption is permitted.

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

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs.

The update aims to improve consistency and comparability in financial reporting.

The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods.

Early adoption is permitted.

Upon adoption, the guidance will be applied prospectively.

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

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities, including public business entities, with a practical expedient, which allows the entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses.

The amendments in ASU No.

2025-05 should be applied prospectively and are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

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

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

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

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

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

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

Early adoption is permitted.

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

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

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

NOTE 2 - EARNINGS PER SHARE

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

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

2025 2024 2025 2024

Three Months Ended April 30,

(in thousands, except per share data)

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

Net loss $ ( 12,616 ) $ ( 13,204 )

Allocation to participating securities — —

Net income (loss) attributable to Titan Machinery Inc.

Net loss attributable to Titan Machinery Inc.

common stockholders $ ( 12,616 ) $ ( 13,204 )

2 unchanged sentences

Diluted weighted-average common shares outstanding 22,849 22,669

Earnings (Loss) Per Share:

Loss Per Share:

Basic $ ( 0.55 ) $ ( 0.58 )

6 unchanged sentences

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

Three Months Ended October 31, 2025

Agriculture Construction Europe Australia Total

(in thousands)

Equipment $ 297,968 $ 45,626 $ 95,871 $ 20,447 $ 459,912

Parts 85,732 12,999 17,124 6,487 122,342

Service 35,487 7,197 3,496 2,764 48,944

Other 1,148 624 209 158 2,139

Revenue from contracts with customers 420,335 66,446 116,700 29,856 633,337

Rental 606 10,255 312 — 11,173

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

Three Months Ended October 31, 2024

Agriculture Construction Europe Australia Total

(in thousands)

Equipment $ 358,430 $ 53,770 $ 41,893 $ 41,054 $ 495,147

Parts 84,763 13,704 16,290 6,329 121,086

Service 37,275 7,730 3,516 2,601 51,122

Other 1,056 490 196 151 1,893

Revenue from contracts with customers 481,524 75,694 61,895 50,135 669,248

Rental 498 9,591 487 — 10,576

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

Nine Months Ended October 31, 2025

Three Months Ended April 30, 2026

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 344,218 $ 67,463 $ 60,435 $ 50,265 $ 522,381

Nine Months Ended October 31, 2024

Three Months Ended April 30, 2025

Agriculture Construction Europe Australia Total

8 unchanged sentences

Unbilled Receivables and Deferred Revenue

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

Unbilled receivables from contracts with customers amounted to $ 28.2 million and $ 24.2 million as of April 30, 2026 and January 31, 2026, respectively.

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

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

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

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

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

Deferred revenue from contracts with customers amounted to $ 53.8 million and $ 82.1 million as of April 30, 2026 and January 31, 2026, respectively.

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

During the three months ended April 30, 2026 and 2025, the Company recognized $ 49.8 million and $ 61.6 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2026 and January 31, 2025, respectively.

No material amount of revenue was recognized during the three months ended April 30, 2026 or 2025 from performance obligations satisfied in previous periods.

NOTE 4 - RECEIVABLES

6 unchanged sentences

These receivables are short-term in nature and deemed to be of good credit quality and have no need for any allowance for expected credit losses.

Management continually monitors these receivables and should information be obtained that identifies potential credit risk, an adjustment to the allowance would be made if deemed appropriate.

Management continually monitors these

receivables and should information be obtained that identifies potential credit risk, an adjustment to the allowance would be made if deemed appropriate.

Trade and unbilled receivables from rental contracts are primarily in the United States and are specifically excluded from the accounting guidance in determining an allowance for expected losses.

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

22 unchanged sentences

Foreign exchange impact — — ( 25 ) 3 ( 22 )

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

Balance at April 30, 2026 $ 542 $ 207 $ 1,435 $ 128 $ 2,312

Agriculture Construction Europe Australia Total

5 unchanged sentences

Foreign exchange impact — — 58 1 59

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

Balance at April 30, 2025 $ 581 $ 147 $ 1,372 $ 59 $ 2,159

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

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

2025 2024 2025 2024

Three Months Ended April 30,

(in thousands)

2 unchanged sentences

Receivables from rental contracts ( 29 ) 28

$ 494 $ 274 $ 941 $ 618

NOTE 5 - INVENTORIES

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

5 unchanged sentences

NOTE 6 - PROPERTY AND EQUIPMENT

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

7 unchanged sentences

$ 362,126 $ 360,983

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

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

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

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

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

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

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

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

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

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

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

The Company includes depreciation expense related to its rental fleet and its trucking fleet for hauling equipment in Cost of Revenue in the Condensed Consolidated Statements of Operations, which was $ 1.8 million and $ 1.9 million for the three months ended April 30, 2026 and 2025, respectively.

All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.1 million for both the three months ended April 30, 2026 and 2025 .

NOTE 7 - INTANGIBLE ASSETS AND GOODWILL

1 unchanged sentence

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

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

October 31, 2025 January 31, 2025

The following is a summary of intangible assets with finite lives as of April 30, 2026 and January 31, 2026:

April 30, 2026 January 31, 2026

Cost Accumulated Amortization Net Cost Accumulated Amortization Net

3 unchanged sentences

$ 12,878 $ (5,045) $ 7,833 $ 12,543 $ (4,461) $ 8,082

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

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

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

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

Future amortization expense, as of April 30, 2026, is expected to be as follows:

Fiscal Year Ending January 31,

1 unchanged sentence

2027 (remainder) $ 1,843

Thereafter 1,192

Indefinite-Lived Intangible Assets

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

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

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the three months ended April 30, 2026:

Agriculture Construction Australia Total

2 unchanged sentences

Foreign currency translation — — 735 735

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

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

April 30, 2026 $ 18,154 $ 72 $ 25,660 $ 43,886

The following presents changes in the carrying amount of goodwill, by segment, for the three months ended April 30, 2026:

Agriculture Australia Total

1 unchanged sentence

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

Arising from business combinations 1,400 — 1,400

Adjustment to business combinations completed in prior year — 310 310

Foreign currency translation — 793 793

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

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

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

The discount rate applied to the estimated future cash flows reflects an estimate of the weighted-average cost of capital of comparable companies.

The quantitative goodwill impairment analysis for the German reporting unit indicated that the estimated fair value of the reporting unit was less than the carrying value.

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 within the Europe segment, which is included in Impairment of Goodwill in the Condensed Consolidated Statements of Operations.

April 30, 2026 $ 39,220 $ 27,466 $ 66,686

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

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

As of April 30, 2026, the Company had floorplan and working capital lines of credit totaling $ 1.5 billion, which is primarily comprised of three floorplan lines of credit:

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

(“CNH”), (ii) $ 390.0 million floorplan line of credit and $110.0 million working capital line of credit under its credit agreement with a syndicate of banks (“Bank Syndicate Agreement”), and (iii) $ 67.5 million credit facility with DLL Finance LLC (“DLL Finance”).

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

October 31, 2025 January 31, 2025

The Company's outstanding balances of floorplan lines of credit as of April 30, 2026 and January 31, 2026, consisted of the following:

April 30, 2026 January 31, 2026

(in thousands)

4 unchanged sentences

$ 588,992 $ 553,754

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

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

As of April 30, 2026, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.52 % to 8.50 % compared to a range of 3.83 % to 8.50 % as of January 31, 2026.

The Company had non-interest-bearing floorplan payables of $ 332.4 million and $ 266.8 million, as of April 30, 2026 and January 31, 2026, respectively.

NOTE 9 - LONG TERM DEBT

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

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

The following is a summary of the Company's long-term debt as of April 30, 2026 and January 31, 2026:

Description Maturity Dates Interest Rates April 30, 2026 January 31, 2026

(in thousands)

2 unchanged sentences

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

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

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

23,944 25,290

Other November 2025 to September 2028 6.1% to 6.7%

Other October 2026 to September 2028 5.8% to 6.7%

Total debt 176,615 179,975

8 unchanged sentences

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

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

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

The notional value of outstanding foreign currency contracts was $ 34.4 million and $ 29.6 million as of April 30, 2026 and January 31, 2026, respectively.

As of April 30, 2026 and January 31, 2026, the fair value of the Company's outstanding derivative instruments was not material.

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

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

The following table sets forth the gains and losses recognized in income from the Company’s derivative instruments for the three months ended April 30, 2026 and 2025.

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

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

2025 2024 2025 2024

Three Months Ended April 30,

(in thousands)

1 unchanged sentence

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the three month periods ended April 30, 2026 and 2025:

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

1 unchanged sentence

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

Other comprehensive income 3,661 — 3,661

Balance, April 30, 2025 ( 7,384 ) 2,711 ( 4,673 )

Other comprehensive income 9,511 — 9,511

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

Other comprehensive loss ( 547 ) — ( 547 )

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

Balance, April 30, 2026 2,995 2,711 5,706

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

3 unchanged sentences

Balance, April 30, 2025 ( 7,384 ) 2,711 ( 4,673 )

Other comprehensive income 58 — 58

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

Other comprehensive income 5,821 — 5,821

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

NOTE 12 - LEASES

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

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

3 unchanged sentences

NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

As of April 30, 2026, the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a recurring basis, was not material.

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

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

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

The carrying amounts of these financial instruments approximated their fair values as of April 30, 2026 and January 31, 2026.

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

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

2 unchanged sentences

NOTE 14 - INCOME TAXES

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

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

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

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

This legislation includes various tax provisions that may affect U.S.

corporate taxpayers, including changes to the deductibility of interest expense and depreciation of certain property, among other items.

The Company is currently assessing the potential impact of this new legislation on its annual income tax expense, deferred tax assets and liabilities and valuation allowances.

Based on its preliminary analysis, the Company does not expect the legislation to have a material effect on its financial statements.

The effective tax rate was 1.1 % and 23.6 % for the three months ended April 30, 2026 and 2025, respectively.

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

In the three months ended April 30, 2026, the Company recorded a valuation allowance of $0.7 million on the Company's Australian subsidiary due to the presence of historical losses and the Company’s expected future sources of taxable income.

NOTE 15 - BUSINESS COMBINATIONS

11 unchanged sentences

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

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

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

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

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

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

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

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

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

The Company acquired Gose Landtechnik e.K.

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

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

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 Condensed Consolidated Financial Statements from the date of the acquisitions.

NOTE 16 - CONTINGENCIES

3 unchanged sentences

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

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

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 Company 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.

Management believes the range

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

NOTE 17 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

5 unchanged sentences

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

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

2025 2024 2025 2024

(in thousands) (in thousands)

Three Months Ended April 30,

(in thousands)

United States $ 411,681 $ 456,515

3 unchanged sentences

Long-lived assets

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

4 unchanged sentences

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

Three Months Ended October 31, 2025

Three Months Ended April 30, 2026

(in thousands)

15 unchanged sentences

2,071 1,433 ( 561 ) 520

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

Segment loss before taxes $ ( 6,181 ) $ ( 612 ) $ ( 933 ) $ ( 1,781 ) $ (9,507)

Shared resources unallocated expense ( 2,968 )

Income before taxes $ 2,808

Loss before taxes $ ( 12,475 )

Depreciation and amortization $ 4,166 $ 2,357 $ 889 $ 933

5 unchanged sentences

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

Three Months Ended October 31, 2024

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 358,430 $ 53,770 $ 41,893 $ 41,054 $ 495,147

Parts 84,763 13,704 16,290 6,329 121,086

Service 37,275 7,730 3,516 2,601 51,122

Rental and other 1,554 10,081 683 151 12,469

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

Cost of Revenue

Equipment $ 337,126 $ 48,276 $ 36,471 $ 36,472

Parts 57,290 9,912 12,215 4,125

Service 12,845 2,294 1,726 968

Rental and other 1,642 7,291 480 197

Operating expense 64,719 15,723 10,578 7,807

Impairment charge (1)

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

Other segment expense (income), net (2)

( 45 ) 948 1,024 433

Segment income (loss) before taxes $ 1,876 $ ( 941 ) $ ( 1,195 ) $ ( 298 ) $ (558)

Shared resources unallocated expense 833

Income before taxes $ 275

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

Capital expenditures $ 1,636 $ — $ 593 $ 611 $ 2,840

Shared Resources Capital expenditures (3)

Total Capital expenditures $ 8,110

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

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

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

Nine Months Ended October 31, 2025

Three Months Ended April 30, 2025

(in thousands)

25 unchanged sentences

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

Nine Months Ended October 31, 2024

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 1,009,699 $ 153,710 $ 138,537 $ 126,523 $ 1,428,469

Parts 235,159 36,583 46,220 21,156 339,118

Service 104,787 21,744 9,350 7,587 143,468

Rental and other 4,099 24,934 1,526 586 31,145

$ 1,353,744 $ 236,971 $ 195,633 $ 155,852 $ 1,942,200

Cost of Revenue

Equipment $ 925,815 $ 135,542 $ 119,193 $ 112,271

Parts 157,002 25,843 34,001 14,085

Service 36,822 6,439 4,806 2,685

Rental and other 4,124 17,337 927 682

Operating expense 191,650 45,775 32,161 22,521

Impairment charge (1)

135 129 1,473 —

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

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

Other segment expense (income), net (2)

413 2,355 2,051 1,359

Segment income (loss) before taxes $ 15,556 $ ( 5,566 ) $ ( 2,115 ) $ 578 $ 8,453

Shared resources unallocated expense 356

Income before taxes $ 8,809

Depreciation and amortization $ 10,508 $ 7,833 $ 2,777 $ 2,631

Capital expenditures $ 14,972 $ 4,740 $ 3,290 $ 2,641 $ 25,643

Shared Resources Capital expenditures (3)

Total Capital expenditures $ 30,284

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

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

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

(in thousands)

7 unchanged sentences

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

NOTE 18 - SUBSEQUENT EVENTS

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

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

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

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

NOTE 18 - GERMANY LIQUIDATION AND REALIGNMENT COSTS

In November 2025, 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.

A reconciliation of the beginning and ending exit cost liability balance, which is included in Accrued expenses and other in the Condensed Consolidated Balance Sheets, is as follows:

(in thousands)

Balance, January 31, 2026 $ 1,741

Exit costs incurred and charged to expense

Employee termination benefits paid ( 1,087 )

Balance, April 30, 2026 $ 654

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

What changed 10-Q

Item 1. Financial Statements