Titan Machinery Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS TITAN MACHINERY INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except per share data) April 30, 2026 January 31, 2026 Assets Current Assets Cash $ 29,578 $ 28,164 Receivables, net of allowance for expected credit losses 109,579 127,031 Inventories, net 914,825 903,085 Prepaid expenses and other 30,664 31,700 Total current assets 1,084,646 1,089,980 Noncurrent Assets Property and equipment, net of accumulated depreciation 362,126 360,983 Operating lease assets 48,233 47,197 Deferred income taxes 771 1,327 Goodwill 66,686 65,583 Intangible assets, net of accumulated amortization 51,719 51,233 Other 593 625 Total noncurrent assets 530,128 526,948 Total Assets $ 1,614,774 $ 1,616,928 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 43,781 $ 35,156 Floorplan payable 588,992 553,754 Current maturities of long-term debt 26,112 21,410 Current operating lease liabilities 4,113 4,084 Deferred revenue 54,129 82,311 Accrued expenses and other 71,346 75,248 Total current liabilities 788,473 771,963 Long-Term Liabilities Long-term debt, less current maturities 150,503 158,565 Operating lease liabilities 46,946 46,050 Finance lease liabilities 41,649 42,140 Deferred income taxes 10,329 10,151 Other long-term liabilities 10,397 8,761 Total long-term liabilities 259,824 265,667 Commitments and Contingencies Stockholders' Equity Common stock, par value $ .00001 per share, 45,000,000 shares authorized; 23,309,167 shares issued and outstanding at April 30, 2026; 23,363,865 shares issued and outstanding at January 31, 2026 — — Additional paid-in-capital 267,247 266,905 Retained earnings 293,524 306,140 Accumulated other comprehensive income 5,706 6,253 Total stockholders' equity 566,477 579,298 Total Liabilities and Stockholders' Equity $ 1,614,774 $ 1,616,928 See Notes to Condensed Consolidated Financial Statements 3 Table of Contents TITAN MACHINERY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) Three Months Ended April 30, 2026 2025 Revenue Equipment $ 364,654 $ 436,840 Parts 103,753 105,629 Service 43,768 44,017 Rental and other 10,206 7,850 Total Revenue 522,381 594,336 Cost of Revenue Equipment 336,157 407,349 Parts 72,391 73,080 Service 17,297 16,609 Rental and other 7,253 6,363 Total Cost of Revenue 433,098 503,401 Gross Profit 89,283 90,935 Operating Expenses 94,382 96,404 Impairment of Intangible and Long-Lived Assets 502 266 Loss from Operations ( 5,601 ) ( 5,735 ) Other Income (Expense) Interest and other income (expense) 1,302 ( 488 ) Floorplan interest expense ( 3,553 ) ( 6,526 ) Other interest expense ( 4,623 ) ( 4,533 ) Loss Before Income Taxes ( 12,475 ) ( 17,282 ) Provision (Benefit) for Income Taxes 141 ( 4,078 ) Net Loss $ ( 12,616 ) $ ( 13,204 ) Loss Per Share: Basic $ ( 0.55 ) $ ( 0.58 ) Diluted $ ( 0.55 ) $ ( 0.58 ) Weighted Average Common Shares: Basic 22,849 22,669 Diluted 22,849 22,669 See Notes to Condensed Consolidated Financial Statements 4 Table of Contents TITAN MACHINERY INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (in thousands) Three Months Ended April 30, 2026 2025 Net Loss $ ( 12,616 ) $ ( 13,204 ) Other Comprehensive Loss Foreign currency translation adjustments ( 547 ) 3,661 Comprehensive Loss $ ( 13,163 ) $ ( 9,543 ) See Notes to Condensed Consolidated Financial Statements 5 Table of Contents TITAN MACHINERY INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (in thousands) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Outstanding Amount Balance at January 31, 2026 23,364 $ — $ 266,905 $ 306,140 $ 6,253 $ 579,298 Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax ( 55 ) — ( 959 ) — — ( 959 ) Stock-based compensation expense — — 1,301 — — 1,301 Net loss — — — ( 12,616 ) — ( 12,616 ) Other comprehensive income — — — — ( 547 ) ( 547 ) Balance at April 30, 2026 23,309 $ — $ 267,247 $ 293,524 $ 5,706 $ 566,477 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Outstanding Amount Balance at January 31, 2025 23,125 $ — $ 262,097 $ 360,314 $ ( 8,334 ) $ 614,077 Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax ( 39 ) — ( 681 ) — — ( 681 ) Stock-based compensation expense — — 1,591 — — 1,591 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 See Notes to Condensed Consolidated Financial Statements 6 TITAN MACHINERY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Three Months Ended April 30, 2026 2025 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 Impairment 502 266 Deferred income taxes 328 ( 5,080 ) Stock-based compensation expense 1,301 1,591 Noncash interest expense 248 244 Noncash lease expense 1,213 1,027 Other, net ( 1,284 ) ( 1,022 ) Changes in assets and liabilities, net of effects of acquisitions Receivables 19,976 ( 3,828 ) Prepaid expenses and other assets ( 7,115 ) ( 357 ) Inventories ( 14,714 ) 16,428 Manufacturer floorplan payable 4,135 18,721 Deferred revenue ( 28,456 ) ( 34,375 ) Accounts payable, accrued expenses and other and other long-term liabilities 4,362 16,869 Net Cash (Used for) Provided by Operating Activities ( 23,092 ) 6,195 Investing Activities Property and equipment purchases (excluding rental fleet) ( 2,544 ) ( 7,988 ) Proceeds from sale of property and equipment 1,567 2,432 Proceeds from business divestitures, net 2,030 — Other, net — 322 Net Cash Provided by (Used for) Investing Activities 1,053 ( 5,234 ) Financing Activities Net change in non-manufacturer floorplan payable 28,664 ( 9,146 ) Proceeds from long-term debt borrowings — 1,318 Principal payments on long-term debt and finance leases ( 4,256 ) ( 7,253 ) Other, net ( 959 ) ( 700 ) Net Cash Provided by (Used for) Financing Activities 23,449 ( 15,781 ) Effect of Exchange Rate Changes on Cash 4 436 Net Change in Cash 1,414 ( 14,384 ) Cash at Beginning of Period 28,164 35,898 Cash at End of Period $ 29,578 $ 21,514 Supplemental Disclosures of Cash Flow Information Cash paid during the period Income taxes, net of refunds $ ( 2,234 ) $ 578 Interest $ 7,921 $ 10,843 Supplemental Disclosures of Noncash Investing and Financing Activities 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 See Notes to Condensed Consolidated Financial Statements 7 Table of Contents TITAN MACHINERY INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The quarterly operating results for Titan Machinery Inc. ("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 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, 2026, as filed with the SEC on March 31, 2026. Nature of Business The Company is 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, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming. 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. Estimates 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. Actual results could differ from those estimates, particularly related to realization of inventory, impairment of long-lived assets, goodwill, or indefinite lived intangible assets, collectability of receivables, and income taxes. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. Recently issued accounting pronouncements not yet adopted 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. The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. Additionally, in January 2025, FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements. 8 Table of Contents NOTE 2 - EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share (“EPS”): Three Months Ended April 30, 2026 2025 (in thousands, except per share data) Numerator: Net loss $ ( 12,616 ) $ ( 13,204 ) Allocation to participating securities — — Net loss attributable to Titan Machinery Inc. common stockholders $ ( 12,616 ) $ ( 13,204 ) Denominator: Basic weighted-average common shares outstanding 22,849 22,669 Plus: incremental shares from vesting of restricted stock units — — Diluted weighted-average common shares outstanding 22,849 22,669 Loss Per Share: Basic $ ( 0.55 ) $ ( 0.58 ) Diluted $ ( 0.55 ) $ ( 0.58 ) Anti-dilutive shares excluded from diluted weighted-average common shares outstanding: Restricted stock units 11 10 9 Table of Contents NOTE 3 - REVENUE Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to collect in exchange for those goods or services. Sales, value added and other taxes collected from our customers concurrent with our revenue activities are excluded from revenue. The following tables present our revenue disaggregated by revenue source and segment: Three Months Ended April 30, 2026 Agriculture Construction Europe Australia Total (in thousands) Equipment $ 241,161 $ 39,140 $ 43,883 $ 40,470 $ 364,654 Parts 69,461 13,011 14,009 7,272 103,753 Service 32,323 6,983 2,045 2,417 43,768 Other 892 308 400 106 1,706 Revenue from contracts with customers 343,837 59,442 60,337 50,265 513,881 Rental 381 8,021 98 — 8,500 Total revenue $ 344,218 $ 67,463 $ 60,435 $ 50,265 $ 522,381 Three Months Ended April 30, 2025 Agriculture Construction Europe Australia Total (in thousands) Equipment $ 277,765 $ 46,684 $ 77,278 $ 35,113 $ 436,840 Parts 73,033 12,683 13,372 6,541 105,629 Service 32,419 6,790 2,625 2,183 44,017 Other 919 294 417 126 1,756 Revenue from contracts with customers 384,136 66,451 93,692 43,963 588,242 Rental 250 5,678 166 — 6,094 Total revenue $ 384,386 $ 72,129 $ 93,858 $ 43,963 $ 594,336 Unbilled Receivables and Deferred Revenue 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 $ 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 The Company provides an allowance for expected credit losses on its nonrental receivables. To measure the expected credit losses, receivables have been grouped based on shared credit risk characteristics as shown in the table below. Trade and unbilled receivables from contracts with customers have credit risk and the allowance is determined by applying expected credit loss percentages to aging categories based on historical experience that are updated each quarter. The rates may also be adjusted to the extent future events are expected to differ from historical results. In addition, the allowance is adjusted based on information obtained by continued monitoring of individual customer credit. Short-term receivables from finance companies, other receivables due from manufacturers, and other receivables have not historically resulted in any credit losses to the Company. 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 10 Table of Contents 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. April 30, 2026 January 31, 2026 (in thousands) Trade and unbilled receivables from contracts with customers Trade receivables due from customers $ 49,899 $ 55,078 Unbilled receivables 28,170 24,179 Less allowance for expected credit losses ( 2,312 ) ( 2,093 ) 75,757 77,164 Short-term receivables due from finance companies 17,027 19,227 Trade and unbilled receivables from rental contracts Trade receivables 3,953 3,987 Unbilled receivables 1,279 928 Less allowance for expected credit losses ( 516 ) ( 545 ) 4,716 4,370 Other receivables Due from manufacturers 11,135 24,312 Other 944 1,958 12,079 26,270 Receivables, net of allowance for expected credit losses $ 109,579 $ 127,031 Following is a summary of allowance for credit losses on trade and unbilled accounts receivable by segment: Agriculture Construction Europe Australia Total (in thousands) Balance at January 31, 2026 $ 515 $ 199 $ 1,277 $ 102 $ 2,093 Current expected credit loss provision 42 33 287 25 387 Write-offs charged against allowance ( 28 ) ( 33 ) ( 104 ) ( 2 ) ( 167 ) Credit loss recoveries collected 13 8 — — 21 Foreign exchange impact — — ( 25 ) 3 ( 22 ) Balance at April 30, 2026 $ 542 $ 207 $ 1,435 $ 128 $ 2,312 Agriculture Construction Europe Australia Total (in thousands) Balance at January 31, 2025 $ 605 $ 209 $ 1,132 $ 48 $ 1,994 Current expected credit loss provision 4 ( 15 ) 182 10 181 Write-offs charged against allowance ( 30 ) ( 53 ) — — ( 83 ) Credit loss recoveries collected 2 6 — — 8 Foreign exchange impact — — 58 1 59 Balance at April 30, 2025 $ 581 $ 147 $ 1,372 $ 59 $ 2,159 11 Table of Contents 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 April 30, 2026 2025 (in thousands) Impairment losses (recoveries) on: Receivables from sales contracts $ 387 $ 181 Receivables from rental contracts ( 29 ) 28 $ 358 $ 209 NOTE 5 - INVENTORIES April 30, 2026 January 31, 2026 (in thousands) New equipment $ 530,863 $ 489,944 Used equipment 204,673 235,217 Parts and attachments 174,571 173,794 Work in process 4,718 4,130 $ 914,825 $ 903,085 NOTE 6 - PROPERTY AND EQUIPMENT April 30, 2026 January 31, 2026 (in thousands) Rental fleet equipment $ 74,980 $ 70,694 Machinery and equipment 38,937 38,542 Vehicles 115,642 115,592 Furniture and fixtures 31,093 30,581 Land, buildings, and leasehold improvements 290,826 289,744 551,478 545,153 Less accumulated depreciation ( 189,352 ) ( 184,170 ) $ 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 $ 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 . 12 Table of Contents NOTE 7 - INTANGIBLE ASSETS AND GOODWILL Finite-Lived Intangible Assets 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 April 30, 2026 and January 31, 2026: April 30, 2026 January 31, 2026 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) (in thousands) Covenants not to compete $ 805 $ (579) $ 226 $ 805 $ (539) $ 266 Customer relationships 12,073 (4,466) 7,607 11,738 (3,922) 7,816 $ 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 both the three months ended April 30, 2026 and 2025. Future amortization expense, as of April 30, 2026, is expected to be as follows: Fiscal Year Ending January 31, Amount (in thousands) 2027 (remainder) $ 1,843 2028 1,785 2029 1,698 2030 1,671 2031 836 $ 7,833 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 three months ended April 30, 2026: Agriculture Construction Australia Total (in thousands) January 31, 2026 $ 18,154 $ 72 $ 24,925 $ 43,151 Foreign currency translation — — 735 735 April 30, 2026 $ 18,154 $ 72 $ 25,660 $ 43,886 Goodwill The following presents changes in the carrying amount of goodwill, by segment, for the three months ended April 30, 2026: Agriculture Australia Total (in thousands) January 31, 2026 $ 39,220 $ 26,363 $ 65,583 Adjustment to business combinations completed in prior year — 310 310 Foreign currency translation — 793 793 April 30, 2026 $ 39,220 $ 27,466 $ 66,686 13 Table of Contents NOTE 8 - FLOORPLAN PAYABLE/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 April 30, 2026 and January 31, 2026, consisted of the following: April 30, 2026 January 31, 2026 (in thousands) CNH $ 446,726 $ 448,942 Bank Syndicate Agreement floorplan loan 69,011 25,545 DLL Finance 28,352 32,280 Other outstanding balances with manufacturers and non-manufacturers 44,903 46,987 $ 588,992 $ 553,754 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 April 30, 2026 and January 31, 2026: Description Maturity Dates Interest Rates April 30, 2026 January 31, 2026 (in thousands) Mortgage loans, secured Various through May 2039 2.1% to 7.5% $ 139,959 $ 142,356 Sale-leaseback financing obligations December 2028 to December 2030 6.1% to 6.2% 9,498 9,561 Vehicle loans, secured Various through May 2031 2.1% to 7.6% 23,944 25,290 Other October 2026 to September 2028 5.8% to 6.7% 3,214 2,768 Total debt 176,615 179,975 Less: current maturities ( 26,112 ) ( 21,410 ) Long-term debt $ 150,503 $ 158,565 NOTE 10 - DERIVATIVE INSTRUMENTS The Company holds derivative instruments for the purpose of minimizing exposure to fluctuations in foreign currency exchange rates to which the Company is exposed in the normal course of its operations. From time to time, the Company uses foreign currency forward contracts to hedge the effects of fluctuations in exchange rates on outstanding intercompany loans. The Company does not formally designate and document such derivative instruments as hedging instruments; however, the instruments are an effective economic hedge of the underlying foreign currency exposure. Both the gain or loss on the derivative instrument and the offsetting gain or loss on the underlying intercompany loan are recognized in earnings immediately, thereby eliminating or reducing the impact of foreign currency exchange rate fluctuations on net income. The Company's foreign currency forward contracts generally have one-month to three-month maturities. 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 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 April 30, 2026 2025 (in thousands) Foreign currency contract (loss) gain $ ( 943 ) $ ( 2,046 ) 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 three month periods ended April 30, 2026 and 2025: Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss) (in thousands) Balance, January 31, 2026 $ 3,542 $ 2,711 $ 6,253 Other comprehensive loss ( 547 ) — ( 547 ) Balance, April 30, 2026 2,995 2,711 5,706 Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss) (in thousands) Balance, January 31, 2025 $ ( 11,045 ) $ 2,711 $ ( 8,334 ) Other comprehensive income 3,661 — 3,661 Balance, April 30, 2025 ( 7,384 ) 2,711 ( 4,673 ) NOTE 12 - LEASES As Lessor 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 April 30, 2026 and January 31, 2026: April 30, 2026 January 31, 2026 (in thousands) Rental fleet equipment $ 74,980 $ 70,694 Less accumulated depreciation ( 24,295 ) ( 25,020 ) $ 50,685 $ 45,674 14 Table of Contents NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS 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 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: April 30, 2026 January 31, 2026 (in thousands) Carrying amount $ 167,117 $ 170,414 Fair value $ 154,484 $ 157,764 NOTE 14 - INCOME TAXES 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 Fiscal 2026 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 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 Condensed Consolidated Financial Statements from the date of the acquisitions. NOTE 16 - CONTINGENCIES The Company is engaged in legal proceedings incidental to the normal course of business. Due to their nature, these legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention. Based upon the information available to the Company and discussions with legal counsel, the Company expects that the outcome of these various legal actions and claims will not have a material impact on its financial position, results of operations or cash flows. 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 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 15 Table of Contents 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 The Company has four reportable segments: Agriculture, Construction, Europe and Australia. Revenue between segments is immaterial. The Company retains various unallocated income/(expense) items and assets at the general corporate level, which the Company refers to as “Shared Resources” in the table below. Shared Resources assets primarily consist of cash and property and equipment. Net sales and long-lived assets by geographic area were as follows: Revenue Three Months Ended April 30, 2026 2025 (in thousands) United States $ 411,681 $ 456,515 Australia 50,265 43,963 Other international countries 60,435 93,858 $ 522,381 $ 594,336 Long-lived assets April 30, 2026 January 31, 2026 (in thousands) United States $ 367,135 $ 365,986 Australia 28,277 27,833 Other international countries 15,530 14,965 $ 410,942 $ 408,784 16 Table of Contents Certain financial information for each of the Company's business segments is set forth below. Three Months Ended April 30, 2026 (in thousands) Agriculture Construction Europe Australia Total Revenue Equipment $ 241,161 $ 39,140 $ 43,883 $ 40,470 $ 364,654 Parts 69,461 13,011 14,009 7,272 103,753 Service 32,323 6,983 2,045 2,417 43,768 Rental and other 1,273 8,329 498 106 10,206 $ 344,218 $ 67,463 $ 60,435 $ 50,265 $ 522,381 Cost of Revenue Equipment $ 226,582 $ 34,326 $ 38,618 $ 36,631 Parts 47,288 9,249 10,656 5,198 Service 12,839 2,433 1,158 867 Rental and other 1,321 5,458 285 189 Operating expense 57,470 14,215 10,498 8,218 Impairment charge (1) — — 502 — Floorplan interest expense 2,828 961 212 423 Other segment expense (income), net (2) 2,071 1,433 ( 561 ) 520 Segment loss before taxes $ ( 6,181 ) $ ( 612 ) $ ( 933 ) $ ( 1,781 ) $ (9,507) Shared resources unallocated expense ( 2,968 ) Loss before taxes $ ( 12,475 ) Depreciation and amortization $ 4,166 $ 2,357 $ 889 $ 933 Capital expenditures $ 1,061 $ 136 $ 450 $ 282 $ 1,929 Shared Resources Capital expenditures (3) 615 Total Capital expenditures $ 2,544 (1) Impairment charge related to 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. 17 Table of Contents Three Months Ended April 30, 2025 (in thousands) Agriculture Construction Europe Australia Total Revenue Equipment $ 277,765 $ 46,684 $ 77,278 $ 35,113 $ 436,840 Parts 73,033 12,683 13,372 6,541 105,629 Service 32,419 6,790 2,625 2,183 44,017 Rental and other 1,169 5,972 583 126 7,850 $ 384,386 $ 72,129 $ 93,858 $ 43,963 $ 594,336 Cost of Revenue Equipment $ 268,602 $ 43,040 $ 64,630 $ 31,078 Parts 49,287 9,195 10,117 4,481 Service 12,119 2,269 1,467 754 Rental and other 1,497 4,247 360 258 Operating expense 59,548 15,157 11,208 7,115 Impairment charge (1) 266 — — — Floorplan interest expense 3,865 1,186 764 569 Other segment expense (income), net (2) 1,979 1,215 602 269 Segment (loss) income before taxes $ ( 12,777 ) $ ( 4,180 ) $ 4,710 $ ( 561 ) $ (12,808) Shared resources unallocated expense ( 4,474 ) Loss before taxes $ ( 17,282 ) Depreciation and amortization $ 4,270 $ 2,243 $ 831 $ 829 Capital expenditures $ 2,236 $ 867 $ 602 $ 374 $ 4,079 Shared Resources Capital expenditures (3) 3,909 Total Capital expenditures $ 7,988 (1) Impairment charge related to 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. Total Assets April 30, 2026 January 31, 2026 (in thousands) Agriculture $ 884,295 $ 916,988 Construction 257,530 229,079 Europe 207,932 214,823 Australia 217,671 227,659 Shared Resources Assets (1) $ 47,346 $ 28,379 $ 1,614,774 $ 1,616,928 (1) Agriculture and Construction cash balances are held at Shared Resources. 18 Table of Contents 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: Amount (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 19 Table of Contents