Titan Machinery Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS TITAN MACHINERY INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share data) July 31, 2026 January 31, 2026 Assets Current Assets Cash $ 29,508 $ 28,164 Receivables, net of allowance for expected credit losses 113,173 127,031 Inventories, net 931,502 903,085 Prepaid expenses and other 26,463 31,700 Total current assets 1,100,646 1,089,980 Noncurrent Assets Property and equipment, net of accumulated depreciation 360,174 360,983 Operating lease assets 47,664 47,197 Deferred income taxes 988 1,327 Goodwill 67,161 65,583 Intangible assets, net of accumulated amortization 51,322 51,233 Other 593 625 Total noncurrent assets 527,902 526,948 Total Assets $ 1,628,548 $ 1,616,928 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 41,046 $ 35,156 Floorplan payable 623,567 553,754 Current maturities of long-term debt 25,887 21,410 Current operating lease liabilities 4,029 4,084 Deferred revenue 38,656 82,311 Accrued expenses and other 84,510 75,248 Total current liabilities 817,695 771,963 Long-Term Liabilities Long-term debt, less current maturities 147,489 158,565 Operating lease liabilities 46,659 46,050 Finance lease liabilities 36,754 42,140 Deferred income taxes 10,957 10,151 Other long-term liabilities 11,174 8,761 Total long-term liabilities 253,033 265,667 Commitments and Contingencies Stockholders' Equity Common stock, par value $ .00001 per share, 45,000,000 shares authorized; 23,535,950 shares issued and outstanding at July 31, 2026; 23,363,865 shares issued and outstanding at January 31, 2026 — — Additional paid-in-capital 268,594 266,905 Retained earnings 284,374 306,140 Accumulated other comprehensive income 4,852 6,253 Total stockholders' equity 557,820 579,298 Total Liabilities and Stockholders' Equity $ 1,628,548 $ 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 July 31, Six Months Ended July 31, 2026 2025 2026 2025 Revenue Equipment $ 328,499 $ 376,262 $ 693,153 $ 813,102 Parts 106,612 109,222 210,364 214,851 Service 46,442 48,800 90,210 92,817 Rental and other 14,831 12,142 25,038 19,993 Total Revenue 496,384 546,426 1,018,765 1,140,763 Cost of Revenue Equipment 300,503 351,406 636,660 758,755 Parts 74,287 74,573 146,678 147,653 Service 18,311 17,480 35,608 34,089 Rental and other 10,886 9,321 18,139 15,686 Total Cost of Revenue 403,987 452,780 837,085 956,183 Gross Profit 92,397 93,646 181,680 184,580 Operating Expenses 94,076 92,661 188,459 189,065 Impairment of Intangible and Long-Lived Assets 592 323 1,094 589 (Loss) Income from Operations ( 2,271 ) 662 ( 7,873 ) ( 5,074 ) Other Income (Expense) Interest and other income (expense) 1,171 2,638 2,473 2,149 Floorplan interest expense ( 3,664 ) ( 6,812 ) ( 7,216 ) ( 13,338 ) Other interest expense ( 4,392 ) ( 4,724 ) ( 9,015 ) ( 9,256 ) Loss Before Income Taxes ( 9,156 ) ( 8,236 ) ( 21,631 ) ( 25,519 ) (Benefit) Provision for Income Taxes ( 6 ) ( 2,236 ) 135 ( 6,315 ) Net Loss $ ( 9,150 ) $ ( 6,000 ) $ ( 21,766 ) $ ( 19,204 ) Loss Per Share: Basic $ ( 0.40 ) $ ( 0.26 ) $ ( 0.95 ) $ ( 0.85 ) Diluted $ ( 0.40 ) $ ( 0.26 ) $ ( 0.95 ) $ ( 0.85 ) Weighted Average Common Shares: Basic 22,961 22,764 22,906 22,717 Diluted 22,961 22,764 22,906 22,717 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 July 31, Six Months Ended July 31, 2026 2025 2026 2025 Net Loss $ ( 9,150 ) $ ( 6,000 ) $ ( 21,766 ) $ ( 19,204 ) Other Comprehensive (Loss) Income Foreign currency translation adjustments ( 854 ) 9,511 ( 1,401 ) 13,172 Comprehensive (Loss) Income $ ( 10,004 ) $ 3,511 $ ( 23,167 ) $ ( 6,032 ) 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 loss — — — — ( 547 ) ( 547 ) 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 227 — ( 8 ) — — ( 8 ) Stock-based compensation expense — — 1,355 — — 1,355 Net loss — — — ( 9,150 ) — ( 9,150 ) Other comprehensive loss — — — — ( 854 ) ( 854 ) Balance at July 31, 2026 23,536 $ — $ 268,594 $ 284,374 $ 4,852 $ 557,820 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 income — — — — 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 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 See Notes to Condensed Consolidated Financial Statements 6 TITAN MACHINERY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Six Months Ended July 31, 2026 2025 Operating Activities Net loss $ ( 21,766 ) $ ( 19,204 ) Adjustments to reconcile net loss to net cash (used for) provided by operating activities Depreciation and amortization 18,487 18,329 Impairment 1,094 589 Deferred income taxes 719 ( 8,826 ) Stock-based compensation expense 2,656 2,990 Noncash interest expense 503 494 Noncash lease expense 2,352 2,583 Other, net ( 1,479 ) ( 3,864 ) Changes in assets and liabilities, net of effects of acquisitions Receivables 15,269 ( 4,199 ) Prepaid expenses and other assets ( 1,522 ) 6,304 Inventories ( 35,839 ) ( 2,929 ) Manufacturer floorplan payable 28,343 100,638 Deferred revenue ( 43,934 ) ( 51,417 ) Accounts payable, accrued expenses and other and other long-term liabilities 10,054 8,406 Net Cash (Used for) Provided by Operating Activities ( 25,063 ) 49,894 Investing Activities Property and equipment purchases (excluding rental fleet) ( 6,106 ) ( 15,655 ) Proceeds from sale of property and equipment 4,298 3,829 Acquisition consideration, net of cash acquired ( 3,917 ) ( 13,370 ) Proceeds from business divestitures, net 2,030 — Other, net — 344 Net Cash Used for Investing Activities ( 3,695 ) ( 24,852 ) Financing Activities Net change in non-manufacturer floorplan payable 39,573 ( 19,633 ) Proceeds from long-term debt borrowings — 1,460 Principal payments on long-term debt and finance leases ( 8,172 ) ( 11,077 ) Other, net ( 968 ) ( 711 ) Net Cash Provided by (Used for) Financing Activities 30,433 ( 29,961 ) Effect of Exchange Rate Changes on Cash ( 331 ) 1,696 Net Change in Cash 1,344 ( 3,223 ) Cash at Beginning of Period 28,164 35,898 Cash at End of Period $ 29,508 $ 32,675 Supplemental Disclosures of Cash Flow Information Cash paid during the period Income taxes, net of refunds $ ( 2,599 ) $ 559 Interest $ 15,758 $ 22,023 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 $ 503 $ ( 2,341 ) Net transfer of assets to property and equipment from inventories $ ( 10,341 ) $ 336 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 condensed 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 six months ended July 31, 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 financial 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 July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands, except per share data) Numerator: Net loss $ ( 9,150 ) $ ( 6,000 ) $ ( 21,766 ) $ ( 19,204 ) Allocation to participating securities — — — — Net loss attributable to Titan Machinery Inc. common stockholders $ ( 9,150 ) $ ( 6,000 ) $ ( 21,766 ) $ ( 19,204 ) Denominator: Basic weighted-average common shares outstanding 22,961 22,764 22,906 22,717 Plus: incremental shares from vesting of restricted stock units — — — — Diluted weighted-average common shares outstanding 22,961 22,764 22,906 22,717 Loss Per Share: Basic $ ( 0.40 ) $ ( 0.26 ) $ ( 0.95 ) $ ( 0.85 ) Diluted $ ( 0.40 ) $ ( 0.26 ) $ ( 0.95 ) $ ( 0.85 ) Anti-dilutive shares excluded from diluted weighted-average common shares outstanding: Restricted stock units 11 15 11 15 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 July 31, 2026 Agriculture Construction Europe Australia Total (in thousands) Equipment $ 203,878 $ 47,146 $ 47,617 $ 29,858 $ 328,499 Parts 70,674 12,289 15,494 8,155 106,612 Service 33,826 6,855 2,681 3,080 46,442 Other 1,095 509 347 330 2,281 Revenue from contracts with customers 309,473 66,799 66,139 41,423 483,834 Rental 761 11,840 ( 51 ) — 12,550 Total revenue $ 310,234 $ 78,639 $ 66,088 $ 41,423 $ 496,384 9 Table of Contents Three Months Ended July 31, 2025 Agriculture Construction Europe Australia Total (in thousands) Equipment $ 235,657 $ 42,363 $ 77,880 $ 20,362 $ 376,262 Parts 73,216 13,011 16,070 6,925 109,222 Service 35,156 7,219 3,440 2,985 48,800 Other 1,091 424 525 295 2,335 Revenue from contracts with customers 345,120 63,017 97,915 30,567 536,619 Rental 635 8,970 202 — 9,807 Total revenue $ 345,755 $ 71,987 $ 98,117 $ 30,567 $ 546,426 Six Months Ended July 31, 2026 Agriculture Construction Europe Australia Total (in thousands) Equipment $ 445,038 $ 86,286 $ 91,500 $ 70,329 $ 693,153 Parts 140,136 25,299 29,503 15,426 210,364 Service 66,149 13,840 4,726 5,495 90,210 Other 1,987 816 747 438 3,988 Revenue from contracts with customers 653,310 126,241 126,476 91,688 997,715 Rental 1,142 19,861 47 — 21,050 Total revenue $ 654,452 $ 146,102 $ 126,523 $ 91,688 $ 1,018,765 Six Months Ended July 31, 2025 Agriculture Construction Europe Australia Total (in thousands) Equipment $ 513,422 $ 89,047 $ 155,158 $ 55,475 $ 813,102 Parts 146,249 25,694 29,442 13,466 214,851 Service 67,575 14,009 6,065 5,168 92,817 Other 2,009 719 941 421 4,090 Revenue from contracts with customers 729,255 129,469 191,606 74,530 1,124,860 Rental 886 14,648 369 — 15,903 Total revenue $ 730,141 $ 144,117 $ 191,975 $ 74,530 $ 1,140,763 Unbilled Receivables and Deferred Revenue Unbilled receivables from contracts with customers amounted to $ 29.2 million and $ 24.2 million as of July 31, 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 $ 38.4 million and $ 82.1 million as of July 31, 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 six months ended July 31, 2026, and 2025, the Company recognized $ 68.4 million and $ 87.8 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 six months ended July 31, 2026, or 2025 from performance obligations satisfied in previous periods. 10 Table of Contents 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 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. July 31, 2026 January 31, 2026 (in thousands) Trade and unbilled receivables from contracts with customers Trade receivables due from customers $ 42,112 $ 55,078 Unbilled receivables 29,246 24,179 Less allowance for expected credit losses ( 2,258 ) ( 2,093 ) 69,100 77,164 Short-term receivables due from finance companies 11,003 19,227 Trade and unbilled receivables from rental contracts Trade receivables 5,420 3,987 Unbilled receivables 1,613 928 Less allowance for expected credit losses ( 559 ) ( 545 ) 6,474 4,370 Other receivables Due from manufacturers 11,166 24,312 Other 15,430 1,958 26,596 26,270 Receivables, net of allowance for expected credit losses $ 113,173 $ 127,031 11 Table of Contents 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 90 13 413 33 549 Write-offs charged against allowance ( 161 ) ( 48 ) ( 163 ) ( 7 ) ( 379 ) Credit loss recoveries collected 14 17 — — 31 Foreign exchange impact — — ( 39 ) 3 ( 36 ) Balance at July 31, 2026 $ 458 $ 181 $ 1,488 $ 131 $ 2,258 Agriculture Construction Europe Australia Total (in thousands) Balance at January 31, 2025 $ 605 $ 209 $ 1,132 $ 48 $ 1,994 Current expected credit loss provision 86 28 257 70 441 Write-offs charged against allowance ( 239 ) ( 71 ) — ( 28 ) ( 338 ) Credit loss recoveries collected 24 8 4 — 36 Foreign exchange impact — — 139 5 144 Balance at July 31, 2025 $ 476 $ 174 $ 1,532 $ 95 $ 2,277 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 July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) Impairment losses (recoveries) on: Receivables from sales contracts $ 162 $ 211 $ 549 $ 391 Receivables from rental contracts 47 27 17 55 $ 209 $ 238 $ 566 $ 446 NOTE 5 - INVENTORIES July 31, 2026 January 31, 2026 (in thousands) New equipment $ 551,922 $ 489,944 Used equipment 194,945 235,217 Parts and attachments 177,179 173,794 Work in process 7,456 4,130 $ 931,502 $ 903,085 12 Table of Contents NOTE 6 - PROPERTY AND EQUIPMENT July 31, 2026 January 31, 2026 (in thousands) Rental fleet equipment $ 77,664 $ 70,694 Machinery and equipment 39,328 38,542 Vehicles 113,120 115,592 Furniture and fixtures 31,155 30,581 Land, buildings, and leasehold improvements 292,761 289,744 554,028 545,153 Less accumulated depreciation ( 193,854 ) ( 184,170 ) $ 360,174 $ 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 $ 2.3 million and $ 2.2 million for the three months ended July 31, 2026, and 2025, respectively, and $ 4.2 million and $ 4.1 million for the six months ended July 31, 2026, and 2025, respectively. All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.0 million and $ 6.2 million for the three months ended July 31, 2026 and 2025, respectively , and $ 12.1 million and $ 12.3 million for the six months ended July 31, 2026, and 2025, respectively. 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 July 31, 2026, and January 31, 2026: July 31, 2026 January 31, 2026 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) (in thousands) Covenants not to compete $ 804 $ ( 619 ) $ 185 $ 805 $ ( 539 ) $ 266 Customer relationships 12,093 ( 4,905 ) 7,188 11,738 ( 3,922 ) 7,816 $ 12,897 $ ( 5,524 ) $ 7,373 $ 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 three months ended July 31, 2026, and 2025. Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $ 1.0 million and $ 0.9 million for the six months ended July 31, 2026, and 2025, respectively. Future amortization expense, as of July 31, 2026, is expected to be as follows: Fiscal Year Ending January 31, Amount (in thousands) 2027 (remainder) $ 950 2028 1,789 2029 1,702 2030 1,675 2031 1,257 $ 7,373 13 Table of Contents 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 six months ended July 31, 2026: Agriculture Construction Australia Total (in thousands) January 31, 2026 $ 18,154 $ 72 $ 24,925 $ 43,151 Foreign currency translation — — 798 798 July 31, 2026 $ 18,154 $ 72 $ 25,723 $ 43,949 Goodwill The following presents changes in the carrying amount of goodwill, by segment, for the six months ended July 31, 2026: Agriculture Australia Total (in thousands) January 31, 2026 $ 39,220 $ 26,363 $ 65,583 Arising from business combinations 407 — 407 Adjustment to business combinations completed in prior year — 310 310 Foreign currency translation — 861 861 July 31, 2026 $ 39,627 $ 27,534 $ 67,161 NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT As of July 31, 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) $ 874.0 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 July 31, 2026 and January 31, 2026, consisted of the following: July 31, 2026 January 31, 2026 (in thousands) CNH $ 469,462 $ 448,942 Bank Syndicate Agreement floorplan loan 58,884 25,545 DLL Finance 30,155 32,280 Other outstanding balances with manufacturers and non-manufacturers 65,066 46,987 $ 623,567 $ 553,754 As of July 31, 2026, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.80 % 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 $ 351.7 million and $ 266.8 million, as of July 31, 2026 and January 31, 2026, respectively. 14 Table of Contents NOTE 9 - LONG TERM DEBT The following is a summary of the Company's long-term debt as of July 31, 2026 and January 31, 2026: Description Maturity Dates Interest Rates July 31, 2026 January 31, 2026 (in thousands) Mortgage loans, secured Various through May 2039 2.3% to 7.5% $ 138,531 $ 142,356 Sale-leaseback financing obligations December 2028 to December 2030 6.1% to 6.2% 9,434 9,561 Vehicle loans, secured Various through June 2031 2.1% to 7.6% 22,396 25,290 Other October 2026 to September 2028 5.8% to 6.7% 3,015 2,768 Total debt 173,376 179,975 Less: current maturities ( 25,887 ) ( 21,410 ) Long-term debt $ 147,489 $ 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 $ 33.5 million and $ 29.6 million as of July 31, 2026 and January 31, 2026, respectively. As of July 31, 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 six months ended July 31, 2026 and 2025. Gains and losses are recognized in Interest and other income (expense) in the Condensed Consolidated Statements of Operations: Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) Foreign currency contract gain (loss) $ 645 $ ( 140 ) $ ( 298 ) $ ( 2,186 ) 15 Table of Contents 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 six month periods ended July 31, 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 Other comprehensive loss ( 854 ) — ( 854 ) Balance, July 31, 2026 $ 2,141 $ 2,711 $ 4,852 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 ) Other comprehensive income 9,511 — 9,511 Balance, July 31, 2025 $ 2,127 $ 2,711 $ 4,838 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 July 31, 2026 and January 31, 2026: July 31, 2026 January 31, 2026 (in thousands) Rental fleet equipment $ 77,664 $ 70,694 Less accumulated depreciation ( 25,319 ) ( 25,020 ) $ 52,345 $ 45,674 NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS As of July 31, 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 July 31, 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: July 31, 2026 January 31, 2026 (in thousands) Carrying amount $ 163,942 $ 170,414 Fair value $ 151,354 $ 157,764 16 Table of Contents NOTE 14 - INCOME TAXES The effective tax rate was 0.1 % and 27.1 % for the three months ended July 31, 2026 and 2025, respectively. The effective tax rate was 0.6 % and 24.7 % for the six months ended July 31, 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 first quarter of fiscal 2027, 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 2027 On July 30, 2026, the Company acquired certain assets of KanEquip, Inc. (“KanEquip”). This acquired New Holland agriculture dealership consists of one agriculture equipment store in Syracuse, Nebraska. This acquisition occurred within the Company’s Agriculture segment. The total consideration transferred for the acquired assets was $ 3.9 million paid in cash, which included the real estate for the Syracuse, Nebraska agriculture equipment store. In connection with the acquisition, the Company acquired from CNH and certain other manufacturers, equipment and parts inventory previously owned by KanEquip. Upon acquiring these inventories, the Company was offered floorplan financing by the respective manufacturers. In total, the Company acquired inventory and recognized a corresponding financing liability of $ 3.7 million. The recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the acquisition of certain KanEquip assets. This acquisition is not considered material to the Company's overall consolidated financial results during the three or six months ended July 31, 2026, and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition. 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 for the Brookings, South Dakota agriculture equipment store. 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 acquisition of certain Farmers Implement assets. 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. These acquisitions are not considered material to the Company's overall consolidated financial results during the year ended January 31, 2026, and have been included in the Condensed Consolidated Financial Statements from the date of the acquisitions. 17 Table of Contents 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 was 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. Subsequent to quarter end and prior to the filing of this Quarterly Report on Form 10-Q, the plaintiffs and the Company agreed to a settlement of this matter, subject to final approval by the district court. During the quarter ended July 31, 2026, the Company has recorded an accrual for its estimate of the probable loss associated related to the settlement. The Company expects insurance recoveries to offset the settlement amount in full, excluding the applicable insurance retention amount. This expectation of insurance recovery was also accrued during the quarter ended July 31, 2026. The resolution of this matter did not have, and is not expected to have, a material effect on the Company's financial position results of operations or cash flows. 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 July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) (in thousands) United States $ 388,873 $ 417,742 $ 800,554 $ 874,258 Australia 41,423 30,567 91,688 74,530 Other international countries 66,088 98,117 126,523 191,975 $ 496,384 $ 546,426 $ 1,018,765 $ 1,140,763 Long-lived assets July 31, 2026 January 31, 2026 (in thousands) United States $ 365,469 $ 365,986 Australia 27,819 27,833 Other international countries 15,133 14,965 $ 408,421 $ 408,784 18 Table of Contents Certain financial information for each of the Company's business segments is set forth below. Three Months Ended July 31, 2026 (in thousands) Agriculture Construction Europe Australia Total Revenue Equipment $ 203,878 $ 47,146 $ 47,617 $ 29,858 $ 328,499 Parts 70,674 12,289 15,494 8,155 106,612 Service 33,826 6,855 2,681 3,080 46,442 Rental and other 1,856 12,349 296 330 14,831 $ 310,234 $ 78,639 $ 66,088 $ 41,423 $ 496,384 Cost of Revenue Equipment $ 188,478 $ 41,231 $ 42,613 $ 28,181 Parts 48,263 8,753 11,457 5,814 Service 13,154 2,388 1,538 1,231 Rental and other 1,717 8,671 241 257 Operating expense 57,218 14,682 10,571 8,377 Impairment charge (1) 144 25 423 — Floorplan interest expense 2,752 1,031 227 316 Other segment expense (income), net (2) 1,802 1,454 343 687 Segment (loss) income before taxes $ ( 3,294 ) $ 404 $ ( 1,325 ) $ ( 3,440 ) $ (7,655) Shared Resources unallocated expense ( 1,501 ) Loss before taxes $ ( 9,156 ) Depreciation and amortization $ 4,175 $ 2,842 $ 809 $ 953 Capital expenditures $ 3,430 $ 96 $ 586 $ 206 $ 4,318 Shared Resources capital expenditures (3) ( 755 ) Total Capital expenditures $ 3,563 (1) Impairment charge related to long-lived assets. (2) Balance consists of other interest income (expense) and foreign currency impacts. (3) Shared Resources balance includes construction in process activity for Agriculture and Construction. 19 Table of Contents Three Months Ended July 31, 2025 (in thousands) Agriculture Construction Europe Australia Total Revenue Equipment $ 235,657 $ 42,363 $ 77,880 $ 20,362 $ 376,262 Parts 73,216 13,011 16,070 6,925 109,222 Service 35,156 7,219 3,440 2,985 48,800 Rental and other 1,726 9,394 727 295 12,142 $ 345,755 $ 71,987 $ 98,117 $ 30,567 $ 546,426 Cost of Revenue Equipment $ 228,867 $ 38,937 $ 65,364 $ 18,238 Parts 48,822 9,075 11,861 4,816 Service 12,490 2,270 1,750 971 Rental and other 1,655 6,926 500 238 Operating expense 59,492 13,572 12,150 7,397 Impairment charge (1) 323 — — — Floorplan interest expense 4,371 1,226 639 503 Other segment expense (income), net (2) 2,030 1,197 706 511 Segment (loss) income before taxes $ ( 12,295 ) $ ( 1,216 ) $ 5,147 $ ( 2,107 ) $ (10,471) Shared Resources unallocated expense 2,235 Loss before taxes $ ( 8,236 ) Depreciation and amortization $ 4,262 $ 2,668 $ 890 $ 851 Capital expenditures $ 908 $ 4,481 $ 453 $ 821 $ 6,663 Shared Resources capital expenditures (3) 1,004 Total Capital expenditures $ 7,667 (1) Impairment charge related to long-lived assets. (2) Balance consists of other interest income (expense) and foreign currency impacts. (3) Shared Resources balance includes construction in process activity for Agriculture and Construction. 20 Table of Contents Six Months Ended July 31, 2026 (in thousands) Agriculture Construction Europe Australia Total Revenue Equipment $ 445,038 $ 86,286 $ 91,500 $ 70,329 $ 693,153 Parts 140,136 25,299 29,503 15,426 210,364 Service 66,149 13,840 4,726 5,495 90,210 Rental and other 3,129 20,677 794 438 25,038 $ 654,452 $ 146,102 $ 126,523 $ 91,688 $ 1,018,765 Cost of Revenue Equipment $ 415,060 $ 75,557 $ 81,231 $ 64,812 Parts 95,553 18,002 22,113 11,010 Service 25,991 4,820 2,697 2,100 Rental and other 3,037 14,130 526 446 Operating expense 114,687 28,897 21,069 16,595 Impairment charge (1) 144 25 925 — Floorplan interest expense 5,579 1,993 439 739 Other segment expense (income), net (2) 3,876 2,885 ( 219 ) 1,207 Segment loss before taxes $ ( 9,475 ) $ ( 207 ) $ ( 2,258 ) $ ( 5,221 ) $ (17,161) Shared Resources unallocated expense ( 4,470 ) Loss before taxes $ ( 21,631 ) Depreciation and amortization $ 8,341 $ 5,199 $ 1,698 $ 1,886 Capital expenditures $ 4,491 $ 233 $ 1,035 $ 488 $ 6,247 Shared Resources capital expenditures (3) ( 141 ) Total Capital expenditures $ 6,106 (1) Impairment charge related to long-lived assets. (2) Balance consists of other interest income (expense) and foreign currency impacts. (3) Shared Resources balance includes construction in process activity for Agriculture and Construction. 21 Table of Contents Six Months Ended July 31, 2025 (in thousands) Agriculture Construction Europe Australia Total Revenue Equipment $ 513,422 $ 89,047 $ 155,158 $ 55,475 $ 813,102 Parts 146,249 25,694 29,442 13,466 214,851 Service 67,575 14,009 6,065 5,168 92,817 Rental and other 2,895 15,367 1,310 421 19,993 $ 730,141 $ 144,117 $ 191,975 $ 74,530 $ 1,140,763 Cost of Revenue Equipment $ 497,469 $ 81,976 $ 129,994 $ 49,316 Parts 98,109 18,270 21,978 9,296 Service 24,609 4,538 3,217 1,725 Rental and other 3,155 11,173 861 497 Operating expense 119,040 28,729 23,359 14,512 Impairment charge (1) 589 — — — Floorplan interest expense 8,236 2,412 1,403 1,072 Other segment expense (income), net (2) 4,009 2,412 1,306 781 Segment (loss) income before taxes $ ( 25,075 ) $ ( 5,393 ) $ 9,857 $ ( 2,669 ) $ (23,280) Shared Resources unallocated expense ( 2,239 ) Loss before taxes $ ( 25,519 ) Depreciation and amortization $ 8,532 $ 4,910 $ 1,722 $ 1,680 Capital expenditures $ 3,144 $ 5,348 $ 1,055 $ 1,195 $ 10,742 Shared Resources capital expenditures (3) 4,913 Total Capital expenditures $ 15,655 (1) Impairment charge related to long-lived assets. (2) Balance consists of other interest income (expense) and foreign currency expense. (3) Shared Resources balance includes construction in process activity for Agriculture and Construction. Total Assets July 31, 2026 January 31, 2026 (in thousands) Agriculture $ 877,098 $ 916,988 Construction 267,842 229,079 Europe 208,493 214,823 Australia 231,935 227,659 Shared Resources assets (1) $ 43,180 $ 28,379 $ 1,628,548 $ 1,616,928 (1) Agriculture and Construction cash balances are held at Shared Resources. 22 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 as of January 31, 2026 $ 1,741 Exit costs incurred and charged to expense Employee termination benefits paid ( 1,221 ) Balance as of July 31, 2026 $ 520 23 Table of Contents