# Titan Machinery Inc. (TITN) Informational only - not investment advice. CIK: 0001409171 SIC: 5990 Retail-Retail Stores, NEC SIC breadcrumb: [Retail Trade](/division/G/) > [Miscellaneous Retail](/major-group/59/) > [SIC 5990 Retail-Retail Stores, NEC](/industry/5990/) Latest 10-K filed: 2026-03-31 SEC page: https://www.sec.gov/edgar/browse/?CIK=1409171 Filing source: https://www.sec.gov/Archives/edgar/data/1409171/000162828026022376/titn-20260131.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 2427107000 | USD | 2026 | 2026-03-31 | | Net income | -54174000 | USD | 2026 | 2026-03-31 | | Assets | 1616928000 | USD | 2026 | 2026-03-31 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001409171.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 1,201,697,000 | 1,192,606,000 | 1,261,505,000 | 1,305,171,000 | 1,411,222,000 | 1,711,906,000 | 2,209,306,000 | 2,758,445,000 | 2,702,122,000 | 2,427,107,000 | | Net income | -14,179,000 | -7,049,000 | 12,182,000 | 13,953,000 | 19,356,000 | 66,047,000 | 101,868,000 | 112,441,000 | -36,911,000 | -54,174,000 | | Operating income | -2,372,000 | 925,000 | 27,481,000 | 21,332,000 | 37,408,000 | 90,182,000 | 138,323,000 | 168,845,000 | 4,008,000 | -6,713,000 | | Gross profit | 213,729,000 | 215,300,000 | 231,588,000 | 250,818,000 | 261,362,000 | 332,724,000 | 439,839,000 | 531,354,000 | 395,630,000 | 382,556,000 | | Diluted EPS | -0.65 | -0.32 | 0.55 | 0.63 | 0.86 | 2.92 | 4.49 | 4.93 | -1.63 | -2.38 | | Operating cash flow | | | 46,605,000 | 955,000 | 172,996,000 | 158,916,000 | 10,816,000 | -32,280,000 | 70,291,000 | 137,452,000 | | Assets | 771,422,000 | 760,308,000 | 792,438,000 | 975,343,000 | 815,789,000 | 946,667,000 | 1,188,695,000 | 1,992,261,000 | 1,813,938,000 | 1,616,928,000 | | Stockholders' equity | 321,179,000 | 321,855,000 | 335,311,000 | 345,104,000 | 345,104,000 | 435,199,000 | 536,306,000 | 657,642,000 | 614,077,000 | 579,298,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | -1.18% | -0.59% | 0.97% | 1.07% | 1.37% | 3.86% | 4.61% | 4.08% | -1.37% | -2.23% | | Operating margin | -0.20% | 0.08% | 2.18% | 1.63% | 2.65% | 5.27% | 6.26% | 6.12% | 0.15% | -0.28% | | Return on equity | -4.41% | -2.19% | 3.63% | 4.04% | 5.61% | 15.18% | 18.99% | 17.10% | -6.01% | -9.35% | | Return on assets | -1.84% | -0.93% | 1.54% | 1.43% | 2.37% | 6.98% | 8.57% | 5.64% | -2.03% | -3.35% | | Current ratio | 1.97 | 1.83 | 1.52 | 1.47 | 1.83 | 1.84 | 1.74 | 1.32 | 1.35 | 1.41 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-09. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001409171.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2023-Q2 | 2022-07-31 | | | 1.10 | reported discrete quarter | | 2023-Q3 | 2022-10-31 | | | 1.82 | reported discrete quarter | | 2024-Q1 | 2023-04-30 | | | 1.19 | reported discrete quarter | | 2024-Q2 | 2023-04-30 | | 26,965,000 | | reported discrete quarter | | 2024-Q2 | 2023-07-31 | 642,568,000 | | 1.38 | reported discrete quarter | | 2024-Q3 | 2023-07-31 | | 31,321,000 | | reported discrete quarter | | 2024-Q3 | 2023-10-31 | 694,115,000 | | 1.32 | reported discrete quarter | | 2024-Q4 | 2024-01-31 | 852,133,000 | 23,962,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2024-04-30 | 628,703,000 | 9,441,000 | 0.41 | reported discrete quarter | | 2025-Q2 | 2024-04-30 | | 9,441,000 | | reported discrete quarter | | 2025-Q2 | 2024-07-31 | 633,674,000 | | -0.19 | reported discrete quarter | | 2025-Q3 | 2024-07-31 | | -4,304,000 | | reported discrete quarter | | 2025-Q3 | 2024-10-31 | 679,824,000 | | 0.07 | reported discrete quarter | | 2025-Q4 | 2025-01-31 | 759,922,000 | -43,761,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2025-04-30 | 594,336,000 | -13,204,000 | -0.58 | reported discrete quarter | | 2026-Q2 | 2025-04-30 | | -13,204,000 | | reported discrete quarter | | 2026-Q2 | 2025-07-31 | 546,426,000 | | -0.26 | reported discrete quarter | | 2026-Q3 | 2025-07-31 | | -6,000,000 | | reported discrete quarter | | 2026-Q3 | 2025-10-31 | 644,510,000 | | 0.05 | reported discrete quarter | | 2026-Q4 | 2026-01-31 | 641,834,000 | -36,168,000 | | derived Q4 = FY annual - nine-month YTD | | 2027-Q1 | 2026-04-30 | 522,381,000 | -12,616,000 | -0.55 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1409171/000162828026041821/titn-20260430.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-06-09 Report date: 2026-04-30 ITEM 2.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Overview We own and operate a network of full-service agricultural and construction equipment stores in the United States, Australia, and Europe. Based upon information provided to us by CNH, we are the largest retail dealer of CaseIH Agriculture equipment in the world, one of the largest retail dealers of Case Construction equipment in North America and one of the largest retail dealers of New Holland Agriculture and New Holland Construction equipment in the United States. We operate our business through four reportable segments: Agriculture, Construction, Europe and Australia. Within each segment, we have four principal sources of revenue: new and used equipment sales, parts sales, service, and equipment rental and other activities. Demand for agricultural equipment and, to a lesser extent, parts and service support, is impacted by agricultural commodity prices and net farm income. Based on the February 2026 U.S. Department of Agriculture ("USDA") publications, the most recent estimate of farm cash receipts for calendar year 2025 is estimated to increase 3.0% compared with calendar year 2024. The USDA projects farm cash receipts for calendar year 2026 to decrease 2.7%, as compared to the estimated results for calendar year 2025. The U.S. federal government has imposed significant tariffs on imports from a broad range of countries. In response, some countries have enacted or are expected to enact retaliatory tariffs on U.S. exports. Although the overall impact of these trade measures remains uncertain, we recognize the possibility of increases in the wholesale prices that we pay for our equipment and parts inventory. Higher wholesale prices could compress our margins if we are unable to fully pass on these cost increases to our retail customers. Additionally, retaliatory tariffs may negatively affect U.S. agricultural exports, which could have downstream effects on our core customer base in the farming sector. Some analysts have also cautioned that prolonged disruptions to global trade could increase the risk of broader macroeconomic challenges, including the possibility of a recession. For the first quarter of fiscal 2027, our net loss was $12.6 million, or a loss of $0.55 per diluted share, compared to a fiscal 2026 first quarter net loss of $13.2 million, or a loss of $0.58 per diluted share. Significant factors impacting the quarterly comparisons were: •Revenue in the first quarter of fiscal 2027 decreased by 12.1% compared to the first quarter of fiscal 2026. The revenue decrease was led by softening of demand for equipment purchases due to a decline in farmer profitability over the past few years, which is expected to remain challenged in 2026. •Gross profit margin increased to 17.1% for the first quarter of fiscal 2027, as compared to 15.3% for the first quarter of fiscal 2026. The increase was primarily related to an equipment gross profit margin increase from 6.8% in the first quarter of fiscal 2026 to 7.8% in the first quarter of fiscal 2027 and a change in sales mix, with a greater proportion of revenue earned from our higher margin parts and service business during the first quarter of fiscal 2027 as compared to same period last year. •Floorplan interest expense decreased by $3.0 million in the first quarter of fiscal 2027 as compared to the same period in fiscal 2026. The decrease is primarily due to lower inventory levels subject to interest. 20 Table of Contents Critical Accounting Policies and Estimates Our critical accounting policies and estimates are included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. There have been no changes in our critical accounting policies and estimates since January 31, 2026. Key Financial Metrics In addition to tracking our sales and expenses to evaluate our operational performance, we also monitor the following key financial metrics. The results of some of these metrics are discussed further throughout this Item 2. Absorption Absorption is an industry term that refers to the percentage of an equipment dealer's operating expense covered by the combined gross profit from parts, service and rental fleet activity. We calculate absorption by dividing our gross profit from sales of parts, service and rental fleet by our operating expenses, less commission expense on equipment sales and incentive expense, plus interest expense on rental fleet debt. This calculation of absorption does not include floorplan interest expense. We believe that absorption is an important management metric because during economic down cycles our customers tend to postpone new and used equipment purchases while continuing to run, maintain and repair their existing equipment. Thus, operating at a high absorption rate enables us to operate profitably throughout economic down cycles. Dollar Utilization Dollar utilization is a measurement of asset performance and profitability used in the rental industry. We calculate the dollar utilization of our rental fleet equipment by dividing the rental revenue earned on our rental fleet by the average gross carrying value of our rental fleet (comprised of original equipment costs plus additional capitalized costs) for that period. While our rental fleet has variable expenses related to repairs and maintenance, its primary expense for depreciation is fixed. Low dollar utilization of our rental fleet has a negative impact on gross profit margin and gross profit dollars due to the fixed depreciation component. However, high dollar utilization of our rental fleet has a positive impact on gross profit margin and gross profit dollars. Inventory Turnover Inventory turnover measures the rate at which inventory is sold during the year. We calculate it by dividing cost of sales on equipment for the last twelve months by the average of the month-end balances of our equipment and parts inventories for the same twelve-month period. We believe that inventory turnover is an important management metric in evaluating the efficiency at which we are managing and selling our inventories. Same-Store Sales Same-store sales for any period represent sales by stores that were part of the Company for the entire comparable period in the current and preceding fiscal years. We do not distinguish between relocated or recently expanded stores in this same-store analysis. Closed stores are excluded from the same-store analysis. 21 Table of Contents Results of Operations The results presented below include the operating results of each acquisition made during these periods, from the date of acquisition, as well as the operating results of any stores closed or divested during these periods, up to the date of the store closure. The period-to-period comparisons included below are not necessarily indicative of future results. Segment information is provided later in the discussion and analysis of our results of operations. Additional information regarding our segments is included in Note 17, Business Segment and Geographic Information, to our Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q. Comparative financial data for each of our four sources of revenue are expressed below. Three Months Ended April 30, 2026 2025 (dollars in thousands) Equipment Revenue $ 364,654  $ 436,840  Cost of revenue 336,157  407,349  Gross profit $ 28,497  $ 29,491  Gross profit margin 7.8  % 6.8  % Parts Revenue $ 103,753  $ 105,629  Cost of revenue 72,391  73,080  Gross profit $ 31,362  $ 32,549  Gross profit margin 30.2  % 30.8  % Service Revenue $ 43,768  $ 44,017  Cost of revenue 17,297  16,609  Gross profit $ 26,471  $ 27,408  Gross profit margin 60.5  % 62.3  % Rental and other Revenue $ 10,206  $ 7,850  Cost of revenue 7,253  6,363  Gross profit $ 2,953  $ 1,487  Gross profit margin 28.9  % 18.9  % 22 Table of Contents The following table sets forth our statements of operations data expressed as a percentage of total revenue for the periods indicated: Three Months Ended April 30, 2026 2025 Revenue Equipment 69.8  % 73.5  % Parts 19.9  % 17.8  % Service 8.4  % 7.4  % Rental and other 1.9  % 1.3  % Total Revenue 100.0  % 100.0  % Total Cost of Revenue 82.9  % 84.7  % Gross Profit Margin 17.1  % 15.3  % Operating Expenses 18.1  % 16.2  % Impairment of Intangible and Long-Lived Assets 0.1  % —  % Loss from Operations (1.1) % (1.0) % Other Expense (1.3) % (1.9) % Loss Before Income Taxes (2.4) % (2.9) % Provision (Benefit) for Income Taxes —  % (0.7) % Net Loss (2.4) % (2.2) % Three Months Ended April 30, 2026 Compared to Three Months Ended April 30, 2025 Consolidated Results Revenue Three Months Ended April 30, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Equipment $ 364,654  $ 436,840  $ (72,186) (16.5) % Parts 103,753  105,629  (1,876) (1.8) % Service 43,768  44,017  (249) (0.6) % Rental and other 10,206  7,850  2,356  30.0  % Total Revenue $ 522,381  $ 594,336  $ (71,955) (12.1) % Total revenue for the first quarter of fiscal 2027 decreased by 12.1%, or $72.0 million, compared to the same period last year. The decrease was primarily attributable to challenging industry conditions, including sustained lower agricultural commodity prices and projected total crop receipts, which negatively impacted customer sentiment. 23 Table of Contents Three Months Ended April 30, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Gross Profit Equipment $ 28,497  $ 29,491  $ (994) (3.4) % Parts 31,362  32,549  (1,187) (3.6) % Service 26,471  27,408  (937) (3.4) % Rental and other 2,953  1,487  1,466  98.6  % Total Gross Profit $ 89,283  $ 90,935  $ (1,652) (1.8) % Gross Profit Margin Equipment 7.8  % 6.8  % 1.0  % 14.7  % Parts 30.2  % 30.8  % (0.6) % (1.9) % Service 60.5  % 62.3  % (1.8) % (2.9) % Rental and other 28.9  % 18.9  % 10.0  % 52.9  % Total Gross Profit Margin 17.1  % 15.3  % 1.8  % 11.8  % Gross Profit Mix Equipment 31.9  % 32.4  % (0.5) % (1.5) % Parts 35.1  % 35.8  % (0.7) % (2.0) % Service 29.6  % 30.1  % (0.5) % (1.7) % Rental and other 3.4  % 1.7  % 1.7  % 100.0  % Total Gross Profit Mix 100.0  % 100.0  % Gross profit for the first quarter of fiscal 2027 decreased 1.8%, or $1.7 million, compared to the same period last year. Gross profit margin increased to 17.1% in the current quarter compared to 15.3% in the prior year quarter. The increase in gross profit margin was primarily related to an equipment gross profit margin increase from 6.8% in the first quarter of fiscal 2026 to 7.8% in the first quarter of fiscal 2027 and a change in sales mix, with a greater proportion of revenue earned from higher margin parts and service business during the first quarter of fiscal 2027 as compared to the same period last year. Our Company-wide absorption rate was 74.0% for the first quarter of fiscal 2027 compared to 75.5% during the same period last year. The [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing under Item 8, Financial Statements and Supplementary Data, of this Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this annual report, including information with respect to our plans and strategy for our business and expected financial results, includes forward-looking statements that involve risks and uncertainties. You should review the "Information Regarding Forward-Looking Statements" in this Item 7 and the risks and uncertainties described under Part I, Item 1A, Risk Factors, of this Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis in this Form 10-K. A discussion of changes in our Financial Results and Cash Flow Comparisons from fiscal 2024 to fiscal 2025 has been omitted from this Form 10-K, but may be found in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 7, 2025. BUSINESS DESCRIPTION We own and operate a network of full service agricultural and construction equipment stores in the United States, Europe, and Australia. Based upon information provided to us by CNH, we are the largest retail dealer of Case IH Agriculture equipment in the world, one of the largest retail dealers of Case Construction equipment in North America and one of the largest retail dealers of New Holland Agriculture and New Holland Construction equipment in the U.S. We operate our business through four reportable segments: Agriculture, Construction, Europe and Australia. Within each segment, we have four principal sources of revenue: new and used equipment sales, parts sales, equipment repair and maintenance services and equipment rental and other business activities. The agricultural equipment we sell and service includes machinery and attachments for uses ranging from large-scale farming to home and garden use. The construction equipment we sell and service includes heavy construction machinery, light industrial machinery for commercial and residential construction, road and highway construction machinery, energy, and forestry operations equipment. We offer our customers a one-stop solution for their equipment needs through: •new and used equipment sales; •parts sales; •equipment repair and maintenance services; and •equipment rental and other business activities. The new equipment and parts we sell are supplied primarily by CNH. According to its public reports, CNH is a leading manufacturer and supplier of agricultural and construction equipment based on the number of units sold, primarily through the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction brands. Sales of new CNH products accounted for approximately 69% of our new equipment revenue in fiscal 2026, with our single largest manufacturer other than CNH representing approximately 3% of our total new equipment revenue in fiscal 2026. We acquire used equipment for resale primarily through trade-ins from our customers and in some cases through selective purchases. We sell parts and provide in-store and on-site repair and maintenance services. We rent equipment and provide other ancillary products and services such as equipment transportation, GPS signal subscriptions, farm data management systems, precision farming equipment, and finance and insurance products. Throughout our 45-year operating history, we have built an extensive, geographically contiguous network of 90 full service stores located in the United States, 39 in Europe and 15 in Australia. We have a history of growth through acquisitions, including completing over 60 acquisitions with locations in 15 U.S. states, four European countries and three Australian states since January 1, 2003. We believe that there will continue to be opportunities for dealership consolidation in the future, and we expect that acquisitions will continue to be a component of our long-term growth strategy. Certain External Factors Affecting our Business We are subject to a number of factors that affect our business including those factors discussed in this Form 10-K under Part I, Item 1A, Risk Factors, and under the heading “Information Regarding Forward-Looking Statements” in this Item 7. Certain of these external factors include, but are not limited to, the following: 26 Table of Contents Russia-Ukraine Geopolitical Conflict Since the onset of the Russia-Ukraine conflict in February 2022, most of Titan Machinery's Ukrainian customers have been able to continue their work, although at a reduced capacity and schedule. The Company's business systems in Ukraine have continued to function but have been, and could continue to be, negatively impacted in the future. To date, the impact of this conflict has not been, and in the future is not expected to be, material to Titan Machinery’s consolidated business operations and financial performance. However, the full impact of the conflict remains uncertain and will depend on future developments, including the severity and duration of the conflicts and its impact on regional and global economic conditions. The Company will continue to monitor the ongoing conflict between Russia and Ukraine as it is highly complex and continues to evolve. Macroeconomic and Industry Factors Our Agriculture and International businesses are primarily driven by the demand for agricultural equipment for use in the production of food, fiber, feed grain and feedstock for renewable energy. Agriculture industry factors such as changes in agricultural commodity prices and net farm income, have an effect on our customers' sentiment and their ability to secure financing for equipment purchases. Macroeconomic and industry factors that affect commodity prices and net farm income include changes to worldwide demand for agriculture commodities, crop yields and supply disruptions caused by weather patterns and crop diseases, crop stock levels, production costs, and changes to U.S. dollar foreign currency exchange rates. Based on the February 2026 U.S. Department of Agriculture ("USDA") publications, the most recent estimate of farm cash receipts for calendar year 2025 is estimated to increase 3.0% compared with calendar year 2024. The commodity prices of corn and soybeans, which are the predominant crops in our Agriculture store footprint, were at or near record prices in fiscal 2023 but declined in fiscal 2024 and have remained depressed in fiscal 2025 and 2026. The USDA projected farm cash receipts for calendar year 2026 to decrease 2.7%, as compared to the estimated results of calendar year 2025. Our Construction business is primarily impacted by the demand for construction equipment for use in private and government commercial, residential, and infrastructure construction; demolition; maintenance; energy and forestry operations. Industry reports show that demand for construction equipment in our markets is driven by several factors, one of which is public infrastructure spending, including roads and highways, sewer and water. Any growth in federal allocations to public infrastructure spending over the next few years should positively impact our future results of operations. Likewise, any decline in federal allocations to public infrastructure spending over the next few years should negatively impact our future results of operations. Seasonality & Weather The agricultural and construction equipment businesses are highly seasonal, which causes our quarterly results and our available cash flow to fluctuate during the year. Our customers generally purchase and rent equipment in preparation for, or in conjunction with, their busy seasons, which for farmers are the planting and harvesting seasons; and which for Construction customers are typically the second and third quarters of our fiscal year for much of our Construction footprint. Our parts and service revenues are typically highest during our customers' busy seasons as well, due to the increased use of their equipment during this time, which generates the need for more parts and service work. However, weather conditions impact the timing of our customers' busy times, which may cause greater than expected fluctuations in our quarterly financial results year over year. In addition, the fourth quarter typically is a significant period for equipment sales in the U.S. because of our customers’ year-end tax planning considerations, the timing of dealer incentives and the increase in availability of funds from completed harvests and construction projects. Seasonal weather trends, particularly severe wet or dry conditions, can have a significant impact on regional agricultural and construction market performance by affecting crop production and the ability to undertake construction projects. Weather conditions that adversely affect the agricultural or construction markets decrease the demand for our products and services. In addition, numerous external factors such as credit markets, government subsidies, commodity prices, production yields, input costs, and other circumstances may disrupt normal purchasing practices and buyer sentiment, further contributing to the seasonal fluctuations. Dependence on our Primary Supplier The majority of our business involves the distribution and servicing of equipment manufactured by CNH. In fiscal 2026, CNH supplied approximately 69% of our new equipment revenue on a consolidated basis and 74%, 75%, 57% and 60% in our Agriculture, Construction, Europe, and Australia segments, respectively. CNH also represented a significant portion of our parts revenue. Thus, we believe the following factors have a significant impact on our operating results: 27 Table of Contents •CNH's product offerings, reputation and market share; •CNH's product prices and incentive and discount programs; •CNH's supply of inventory and ability to match demand levels and delivery timelines; •CNH's offering of floorplan payable financing for the purchase of a substantial portion of our inventory; and •CNH's offering of financing and leasing used by our customers to purchase CNH equipment from us. Credit Market Changes Changes in credit markets can affect our customers' ability and willingness to make capital expenditures, including purchasing our equipment. Tight credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency and equity markets have the potential to adversely affect our business. Such economic instability and reduced consumer confidence can lead to tighter credit markets, potentially limiting access to capital and negatively impacting the financial terms available to our customers. High retail interest rates negatively impact customer demand due to higher borrowing costs, which makes purchasing equipment less attractive. Our business is also particularly dependent on our access to credit markets to manage inventory and finance acquisitions. We cannot predict what future changes will occur in credit markets or how these changes will impact our business. Inflation Inflationary pressures have led to rising inventory and supply costs as well as increased labor costs. To date, in those instances in which we have experienced cost increases, we have been able to increase selling prices to offset much of the increases and expect to continue to do so in the future. Tariffs The U.S. federal government has imposed tariffs on imports from a broad range of countries. Certain of these tariffs have been invalidated following court challenges and then reimposed under a different authority. In response, some countries have enacted retaliatory tariffs on U.S. exports. The amounts, applicability and validity of the tariffs are complex and ever-changing, creating an unstable global trade environment. Although the overall impact of these trade measures remains uncertain, we recognize the possibility of increases in the wholesale prices that we pay for our equipment and parts inventory. These higher wholesale prices could compress our margins if we are unable to fully pass on these cost increases to our retail customers. Additionally, retaliatory tariffs may negatively affect U.S. agricultural exports, which could have downstream effects on our core customer base in the farming sector. Some analysts have also cautioned that prolonged disruptions to global trade could increase the risk of broader macroeconomic challenges, including the possibility of a recession. Significant Items Impacting Our Financial Position and Results of Operations J.J. O’Connor & Sons Pty. Ltd. Acquisition On October 2, 2023, we acquired all of the outstanding equity interests of J.J. O’Connor & Sons Pty. Ltd. ("O’Connors"). The acquired business consisted of 15 CaseIH dealership locations and one parts center in the states of New South Wales, South Australia, and Victoria in Southeastern Australia. O'Connors has been a successful Case IH complex, and our acquisition of this entity provides the Company with the opportunity to expand our international presence into the large, well-established Australian agriculture market. Total cash consideration paid for O'Connors was $66.5 million, which was financed through available cash resources and line of credit availability. The 15 O’Connors store locations are included within our Australia segment. 28 Table of Contents Key Financial Metrics In addition to tracking our sales and expenses to evaluate our operational performance, we also monitor the following key financial metrics. The results of some of these metrics are discussed further throughout this Item 7. Inventory Turnover Inventory turnover measures the rate at which inventory is sold during the year. We calculate it by dividing cost of sales on equipment for the last twelve months by the average of the month-end balances of our equipment and parts inventories for the same twelve-month period. We believe that inventory turnover is an important management metric in evaluating the efficiency at which we are managing and selling our inventories. Same-Store Results Same-store results for any period represent results of operations by stores that were part of our Company for the entire comparable period in the preceding fiscal year. We do not distinguish relocated or newly-expanded stores in this same-store analysis. Absorption Absorption is an industry term that refers to the percentage of an equipment dealer's operating expense covered by the combined gross profit from parts, service and rental fleet activity. We calculate absorption by dividing our gross profit from sales of parts, service and rental fleet by our operating expenses, less commission expense on equipment sales, plus interest expense on rental fleet debt. We believe that absorption is an important management metric because during economic downcycles our customers tend to postpone new and used equipment purchases while continuing to run, maintain and repair their existing equipment. Thus, operating at a high absorption rate enables us to operate profitably throughout economic downcycles. Dollar Utilization Dollar utilization is a measurement of asset performance and profitability used in the rental industry. We calculate the dollar utilization of our rental fleet equipment by dividing the rental revenue earned on our rental fleet by the average gross carrying value of our rental fleet (comprised of original equipment costs plus additional capitalized costs) for that period. While our rental fleet has variable expenses related to repairs and maintenance, its primary expense for depreciation is fixed. Low dollar utilization of our rental fleet has a negative impact on gross profit margin and gross profit dollars due to the fixed depreciation component. However, high dollar utilization of our rental fleet has a positive impact on gross profit margin and gross profit dollars. Key Financial Statement Components Revenue Our revenue consists of the following components: •Equipment: We derive equipment revenue from the sale of new and used agricultural and construction equipment. •Parts: We derive parts revenue from the sale of parts for brands of equipment that we sell, other makes of equipment, and other types of equipment and related components. Our parts sales provide us with a relatively stable revenue stream that is less sensitive to the economic cycles that affect our equipment sales. •Service: We derive service revenue from repair and maintenance services to our customers' equipment. Our repair and maintenance services provide a high-margin, relatively stable source of revenue through changing economic cycles. •Rental and other: We derive other revenue from equipment rentals and ancillary equipment products and services, such as equipment transportation, GPS signal subscriptions and reselling financial and insurance products. Cost of Revenue Our cost of revenue consists of the following components: •Equipment: Cost of equipment revenue is the lower of the acquired cost or the net realizable value of the specific piece of equipment sold. •Parts: Cost of parts revenue is the lower of the acquired cost or the market value of the parts sold, based on average costing. 29 Table of Contents •Service: Cost of service revenue represents costs attributable to services provided for the maintenance and repair of customer-owned equipment and equipment then on-rent by customers. •Rental and other: Costs of other revenue represent costs associated with equipment rental, such as depreciation, maintenance and repairs, as well as costs associated with providing transportation, hauling, parts freight, GPS subscriptions and damage waivers, including, among other items, drivers' wages, truck depreciation, fuel costs, shipping costs and our costs related to damage waiver policies. Operating Expenses Our operating expenses include sales and marketing expenses, sales commissions (which generally are based upon equipment gross profit margins), payroll and employee benefit costs, insurance expenses, professional fees, property rental and related costs, property and other taxes, administrative overhead, and depreciation associated with property and equipment (other than rental and trucking equipment). Floorplan Interest The cost of financing inventory is an important factor affecting our results of operations. Floorplan payable financing from CNH Capital, the Bank Syndicate Agreement, DLL Finance and various credit facilities related to our foreign subsidiaries represent the primary sources of financing for equipment inventories. CNH regularly offers interest-free periods as well as additional incentives and special offers. As of January 31, 2026, 54.0% of our floorplan payable financing was non-interest bearing. Other Interest Expense Interest expense represents the interest on our debt instruments, other than floorplan payable financing facilities. This includes long term debt used to finance the purchase of real estate and vehicles. 30 Table of Contents Results of Operations Comparative financial data for each of our four sources of revenue for fiscal 2026 and 2025 are presented below. The results include the acquisitions made during these periods. The year-to-year comparison included below is not necessarily indicative of future results. Information regarding segment revenue and income (loss) before income taxes is presented for each fiscal year following our discussion of the consolidated results of operations. Additional information regarding our segments is included in Note 21, Business Segment and Geographic Information, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this Form 10-K. Year Ended January 31, 2026 2025 (dollars in thousands) Equipment Revenue $ 1,774,535  $ 2,050,298  Cost of revenue 1,645,205  1,912,803  Gross profit $ 129,330  $ 137,495  Gross profit margin 7.3  % 6.7  % Parts Revenue $ 428,261  $ 428,457  Cost of revenue 295,746  294,233  Gross profit $ 132,515  $ 134,224  Gross profit margin 30.9  % 31.3  % Service Revenue $ 177,910  $ 180,107  Cost of revenue 68,451  66,823  Gross profit $ 109,459  $ 113,284  Gross profit margin 61.5  % 62.9  % Rental and other Revenue $ 46,401  $ 43,260  Cost of revenue 35,149  32,633  Gross profit $ 11,252  $ 10,627  Gross profit margin 24.2  % 24.6  % 31 Table of Contents The following table sets forth our statements of operations data expressed as a percentage of revenue for the fiscal years indicated. Year Ended January 31, 2026 2025 Revenue Equipment 73.1  % 75.9  % Parts 17.6  % 15.9  % Service 7.3  % 6.7  % Rental and other 2.0  % 1.5  % Total Revenue 100.0  % 100.0  % Total Cost of Revenue 84.2  % 85.4  % Gross Profit Margin 15.8  % 14.6  % Operating Expenses 15.9  % 14.5  % Impairment of Intangible and Long-Lived Assets 0.1  % —  % Restructuring Costs 0.1  % —  % (Loss) Income from Operations (0.3) % 0.1  % Other Income (Expense) (1.5) % (1.9) % Loss Before Income Taxes (1.8) % (1.8) % Provision (Benefit from) for Income Taxes 0.4  % (0.4) % Net Loss (2.2) % (1.4) % Fiscal Year Ended January 31, 2026 Compared to Fiscal Year Ended January 31, 2025 Consolidated Results Revenue Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Equipment $ 1,774,535  $ 2,050,298  $ (275,763) (13.4) % Parts 428,261  428,457  (196) —  % Service 177,910  180,107  (2,197) (1.2) % Rental and other 46,401  43,260  3,141  7.3  % Total Revenue $ 2,427,107  $ 2,702,122  $ (275,015) (10.2) % Total revenue for fiscal 2026 decreased by 10.2%, or $275.0 million, compared to fiscal 2025. The decrease was primarily attributable to challenging industry conditions, including decreases in agricultural commodity prices and total crop receipts, as well as increased input costs, which negatively impacted customer sentiment. 32 Table of Contents Gross Profit Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Gross Profit Equipment $ 129,330  $ 137,495  $ (8,165) (5.9) % Parts 132,515  134,224  (1,709) (1.3) % Service 109,459  113,284  (3,825) (3.4) % Rental and other 11,252  10,627  625  5.9  % Total Gross Profit $ 382,556  $ 395,630  $ (13,074) (3.3) % Gross Profit Margin Equipment 7.3  % 6.7  % 0.6  % 9.0  % Parts 30.9  % 31.3  % (0.4) % (1.3) % Service 61.5  % 62.9  % (1.4) % (2.2) % Rental and other 24.2  % 24.6  % (0.4) % (1.6) % Total Gross Profit Margin 15.8  % 14.6  % 1.2  % 8.2  % Gross Profit Mix Equipment 33.8  % 34.8  % (1.0) % (2.9) % Parts 34.6  % 33.9  % 0.7  % 2.1  % Service 28.6  % 28.6  % —  % —  % Rental and other 3.0  % 2.7  % 0.3  % 11.1  % Total Gross Profit Mix 100.0  % 100.0  %  Gross profit for fiscal 2026 decreased 3.3%, or $13.1 million, as compared to fiscal 2025. Gross profit margin increased to 15.8% in fiscal 2026 from 14.6% in fiscal 2025. The increase in gross profit margin for fiscal 2026 was primarily due to higher equipment margins and a change in sales mix, with a greater proportion of revenue earned from parts during fiscal 2026 as compared to fiscal 2025. Our Company-wide absorption rate increased to 75.2% for fiscal 2026 as compared to 75.0% during fiscal 2025. Operating Expenses Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Operating Expenses $ 385,237  $ 389,780  $ (4,543) (1.2) % Operating Expenses as a Percentage of Revenue 15.9  % 14.4  % 1.5  % 10.4  % Operating expenses for fiscal 2026 decreased by 1.2%, or $4.5 million, as compared to fiscal 2025. The decrease was led by lower variable expenses associated with the year-over-year decline in revenue and profitability due to challenging industry fundamentals, as well as management's expense reduction efforts. Operating expenses as a percentage of revenue increased to 15.9% in fiscal 2026 from 14.4% in fiscal 2025. The increase in operating expenses as a percentage of total revenue was due to lower revenue sales caused by challenging industry conditions. 33 Table of Contents Impairment Charges and Restructuring Costs Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Impairment of Goodwill $ —  $ 531  $ (531) N/M Impairment of Intangible and Long-Lived Assets 2,291  1,311  980  74.8  % Restructuring Costs 1,741  —  1,741  N/M *N/M = Not Meaningful In fiscal 2026, we recognized $2.3 million of impairment expense related to other intangible and long-lived assets, of which $0.9 million was within the Agriculture segment, $0.1 million was within the Construction segment, $0.7 million was within the Europe segment and $0.5 million was within Shared Resources. We also recognized $1.7 million of restructuring costs within our Europe segment related to employee severance costs for our Germany liquidation. In fiscal 2025, we recognized $1.3 million of impairment expense related to other intangible and long-lived assets, of which $0.2 million was within the Agriculture segment, $0.2 million was within the Construction segment and $0.9 million was within the Europe segment. We also recognized $0.5 million of impairment expense related to goodwill assets in our Europe segment, in fiscal 2025. Other Income (Expense) Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Interest and other income (expense) $ 4,389  $ (4,178) $ 8,567  205.1  % Floorplan interest expense (24,109) (34,710) (10,601) (30.5) % Other interest expense (18,974) (15,105) 3,869  25.6  % Interest and other income (expense) for fiscal 2026 increased by approximately $8.6 million as compared to fiscal 2025. The increase in interest and other income (expense) compared to fiscal 2025 was primarily due to a $9.7 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms and partially offset by a $3.6 million gain on cancellation of debt in relation to the U.S. Treasury Department’s New Market Tax Credit Program. Floorplan interest expense decreased $10.6 million for fiscal 2026, as compared to fiscal 2025, primarily due to lower interest-bearing inventory levels. The increase in other interest expense in fiscal 2026 is the result of an increased amount of interest coming from finance leases, due to the agreement to purchase several of our leased facilities at the end of the lease term. Provision for (Benefit from) Income Taxes Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Provision for (Benefit from) Income Taxes $ 8,767  $ (13,074) $ 21,841  167.1  % Our effective tax rate changed from 26.2% in fiscal 2025 to 19.3% in fiscal 2026. The effective tax rate change was primarily driven by recognizing valuation allowances on certain U.S. federal, state and international deferred tax assets, including net operating losses and non-deductible interest expense with an indefinite carryforward period. 34 Table of Contents Segment Results Year Ended January 31, Increase/ Percent 2026 2025 (Decrease) Change (dollars in thousands) Revenue Agriculture $ 1,557,814  $ 1,888,428  $ (330,614) (17.5) % Construction 311,029  331,574  (20,545) (6.2) % Europe 377,739  261,005  116,734  44.7  % Australia 180,525  221,115  (40,590) (18.4) % Total $ 2,427,107  $ 2,702,122  $ (275,015) (10.2) % (Loss) Income Before Income Taxes Agriculture $ (28,857) $ (39,773) $ 10,916  27.4  % Construction (8,145) (6,652) (1,493) (22.4) % Europe 15,187  (3,893) 19,080  N/M Australia (3,920) 2,889  (6,809) N/M Segment (loss) income before income taxes (25,735) (47,429) 21,694  45.7  % Shared Resources (19,672) (2,556) (17,116) N/M Total $ (45,407) $ (49,985) $ 4,578  9.2  % *N/M = Not Meaningful Agriculture Agriculture segment revenue for fiscal 2026 decreased 17.5%, or $330.6 million, compared to fiscal 2025. The revenue decrease was due to a same-store sales decrease of 17.4% during fiscal 2026 as compared to fiscal 2025. The same-store sales decrease was due to a decrease in equipment revenue resulting from challenging industry conditions, such as decreases in agricultural commodity prices and total crop receipts, which negatively affected customer sentiment in fiscal 2026, as compared to the same period in the prior year. Changes in actual or anticipated crop receipts and farmer profitability generally have a direct correlation with retail demand for equipment. Agriculture segment loss before income taxes was $28.9 million for fiscal 2026 compared to $39.8 million for fiscal 2025. The increase in segment results is primarily due to material progress in the Company's inventory reduction and optimization initiatives. The fiscal 2025 period was also negatively impacted by a net $5.2 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms. Construction Construction segment revenue for fiscal 2026 decreased 6.2%, or $20.5 million, compared to fiscal 2025. The decrease in revenue was driven by the softening of equipment demand. Our Construction segment loss before income taxes was $8.1 million for fiscal 2026 compared to $6.7 million for fiscal 2025. The decrease in segment results was primarily related to lower equipment margins compared to the same period last year. The fiscal 2025 period was also negatively impacted by a $4.5 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms. In addition, the dollar utilization of our rental fleet decreased from 23.8% for fiscal 2025 to 23.1% for fiscal 2026. Europe Europe segment revenue for fiscal 2026 increased 44.7%, or $116.7 million, compared to fiscal 2025. The increase in revenue resulted from an increase in equipment demand, which was driven by a strong response to European Union stimulus programs in Romania. Our Europe segment income before income taxes was $15.2 million for fiscal 2026 compared to a loss before income taxes of $3.9 million for fiscal 2025. The increase in segment pre-tax income was primarily the result of increased equipment sales as noted above, which was partially offset by Germany wind down activities in fiscal 2026. During fiscal 2026, the Europe segment recorded a waiver of $10.3 million related to an intercompany loan. A corresponding amount was recorded to Shared Resources and the amounts are eliminated in consolidation. 35 Table of Contents Australia Australia segment revenue for fiscal 2026 decreased 18.4%, or $40.6 million, compared to fiscal 2025. The decrease was driven by the normalization of sprayer deliveries in fiscal 2026 after having caught up on a multi-year backlog of deliveries during fiscal 2025. Our Australia segment loss before income taxes was $3.9 million for fiscal 2026 compared to $2.9 million of income before income taxes for fiscal 2025. The decrease in segment pre-tax loss was primarily the result of decrease in revenue as noted above. Shared Resources/Eliminations We incur centralized expenses/income at our general corporate level, which we refer to as “Shared Resources,” and then allocate most of these net expenses to our segments. Since these allocations are set early in the year, and a portion is planned to be unallocated, unallocated balances may occur. Shared Resources loss before income taxes was $19.7 million for fiscal 2026 compared to $2.6 million for fiscal 2025. Fiscal 2026 results include the corresponding $10.3 million intercompany amount related to the loan waiver recorded in Europe Segment, which is eliminated at consolidation. Liquidity and Capital Resources Sources of Liquidity Our primary sources of liquidity are cash reserves, cash generated from operations, and borrowings under our floorplan payable and other credit facilities. We expect these sources of liquidity to be sufficient to fund our working capital requirements, acquisitions, capital expenditures and other investments in our business, service our debt, pay our tax and lease obligations and other commitments and contingencies, and meet any seasonal operating requirements for the foreseeable future, subject, however, to the fact that our borrowing capacity under our credit agreements is dependent on compliance with various financial covenants as further described in Note 8, Floorplan Payable/Lines of Credit, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this Form 10-K. As of January 31, 2026, we are in compliance with all such covenants. We have worked in the past, and will continue to work in the future if necessary, with our lenders to implement satisfactory modifications to these financial covenants when appropriate for the business conditions confronted by us. Equipment Inventory and Floorplan Payable Credit Facilities Floorplan payable balances reflect the amount owed for new equipment inventory purchased from a manufacturer and used equipment inventory, which is primarily purchased through trade-in on equipment sales, net of unamortized debt issuance costs incurred for floorplan credit facilities. Certain manufacturers from which we purchase new equipment inventory offer financing on these purchases, either offered directly from the manufacturers or through the manufacturers’ captive finance affiliate. CNH's captive finance subsidiary, CNH Capital, also provides financing of used equipment inventory. We also have floorplan payable balances with non-manufacturer lenders for new and used equipment inventory. Borrowings and repayments on manufacturer floorplan facilities are reported as operating cash flows, while borrowings and repayments on non-manufacturer floorplan facilities are reported as financing cash flows in our consolidated statements of cash flows. During the year ended January 31, 2025, letters were received from CNH Capital America LLC (“CNH Capital”) and DLL Finance to waive the Consolidated Fixed Charge Coverage Ratio covenants for the reporting periods between January 31, 2025 to January 31, 2026. In March 2026, the CNH waiver was further extended to cover reporting periods between February 1, 2026 to January 31, 2027. As of January 31, 2026, we had floorplan payable lines of credit for equipment purchases totaling $1.5 billion, which includes a $875.0 million credit facility with CNH Capital, a $390.0 million floorplan payable line under the Bank Syndicate Agreement, a $70.0 million credit facility with DLL Finance, and additional credit facilities related to our foreign subsidiaries. Available borrowing capacity under these lines of credit are reduced by amounts outstanding under such facilities, borrowing base calculations and amount of standby letters of credit outstanding with respect to the Bank Syndicate Agreement, and certain acquisition-related financing arrangements with respect to the CNH Capital credit facility. Due to the waivers listed above, as of January 31, 2026, the Company was not subject to the financial covenants under its credit agreements. Additional details on each of these credit facilities are disclosed in Note 8, Floorplan Payable/Lines of Credit, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this Form 10-K. As of January 31, 2026, the Company was not subject to the fixed charge ratio covenant under the Bank Syndicate Agreement as our adjusted excess availability plus eligible cash collateral (as defined in the Bank Syndicate Agreement) was not less than 10% of the total amount of the credit facility. Please refer to Note 8, Floorplan Payable/Lines of Credit, to the 36 Table of Contents Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this Form 10-K for further information regarding the Company's line of credit. Our equipment inventory turnover decreased to 1.8 times for fiscal 2026 compared to 1.6 times for fiscal 2025. The decrease in equipment turnover was attributable to an increase in average equipment inventory in fiscal 2026 as compared to fiscal 2025. Our equity in equipment inventory, which reflects the portion of our equipment inventory balance that is not financed by floorplan payables, increased to 31.9% as of January 31, 2026 from 25.9% as of January 31, 2025. Long-Term Debt Facilities As of January 31, 2026, we had a $110.0 million working capital line of credit under the Bank Syndicate Agreement (the "Revolver Loan"). The Revolver Loan is used to finance our working capital requirements and fund certain capital expenditures, as needed. As of January 31, 2026, the Company did not have a need to utilize any of the Revolver Loan, and, as such the outstanding balance was zero. The Company works with various lenders to finance the purchase of real estate we currently lease or purchase through an acquisition. The Company may also decide in the future to finance a portion of our rental fleet as well as our capital expenditures using long-term debt from various lenders. Adequacy of Capital Resources Our primary uses of cash have been to fund our operating activities, including the purchase of inventory and providing for other working capital needs; meeting our debt service requirements; making payments due under our various leasing arrangements; and funding capital expenditures. The primary factor affecting our ability to generate cash and to meet cash requirements, is our operating performance as impacted by (i) industry factors, (ii) competition, (iii) general economic conditions, (iv) the timing and extent of acquisitions, and (v) business and other factors including those identified in Item 1A, Risk Factors, and otherwise discussed in this Form 10-K. Our ability to service our debt will depend upon our ability to generate necessary cash. This will in turn depend on our operating performance, general economic conditions, and financial, competitive, business and other factors, some of which are beyond our immediate control, and future acquisition activity. Based on our current operational performance, we believe our cash flow from operations, available cash, and available borrowings under our existing credit facilities will be adequate to meet our liquidity needs beyond the next 12 months. In fiscal 2026, we used $22.4 million in cash for property and equipment purchases. The property and equipment purchases in fiscal 2026 primarily related to improvements to, or purchases of, real estate assets and the purchase of vehicles. In fiscal 2025, we used $51.8 million in cash for property and equipment purchases, and financed $36.0 million in property and equipment purchases with long-term debt and finance leases. The property and equipment purchases in fiscal 2025 primarily related to the purchase of vehicles, trucks and real estate. We expect our cash expenditures for property and equipment, exclusive of fleet, for fiscal 2027 to be approximately $15.0 million. The actual amount of our fiscal 2027 capital expenditures will depend upon factors such as general economic conditions, growth prospects for our industry and our decisions regarding financing and leasing options. We currently expect to finance property and equipment purchases with borrowings under our existing credit facilities, financing with long-term debt, with available cash or with cash flow from operations. We may need to incur additional debt if we pursue any future acquisitions. We enter into contractual obligations in the ordinary course of business that may require future cash payments. Such obligations include, but are not limited to, debt arrangements, leasing arrangements, and costs related to Information Technology ("IT"), including enterprise resource planning (“ERP”) expenses. The Notes to the Consolidated Financial Statements in Item 8, Financial Information and Supplementary Data, of this Form 10-K provide additional information in regard to Note 10, Long Term Debt, and Note 13, Leases. Other purchase obligations consist primarily of IT related expenses with estimated cash payments of $5.0 million for fiscal 2027, as well as a combined $11.6 million through fiscal 2030. Cash Flow Cash Flow Provided By Operating Activities Net cash provided by operating activities in fiscal 2026 was $137.5 million compared to $70.3 million in fiscal 2025. The change in cash from operating activities was primarily attributable to inventory reductions, timing of payment in our accounts payable and accrued liabilities, which was partially offset by the changing mix in floorplan financing compared to the prior year period. Cash Flow Used For Investing Activities Net cash used for investing activities is primarily comprised of cash used for property and equipment purchases and for business acquisitions. 37 Table of Contents Net cash used for investing activities was $22.7 million in fiscal 2026, compared to $47.7 million in fiscal 2025. The decrease in net cash used for investing activities was primarily due to the decrease of purchases of property and equipment compared to the prior year period and proceeds from business divestitures in fiscal 2026. This was partially offset by the Farmers Implement and Irrigation and Bellevue Machinery acquisitions in fiscal 2026. Cash Flow Used for Financing Activities Net cash used for financing activities was $123.7 million in fiscal 2026, compared to $23.6 million in fiscal 2025. The change was primarily driven by a $89.1 million decrease in non-manufacturer floorplan payables, which represents the Company's other credit lines including its Bank Syndicate Agreement. Critical Accounting Policies and Use of Estimates In the preparation of financial statements in conformity with U.S. generally accepted accounting principles, we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures. While we believe the estimates and judgments we use in preparing our financial statements are appropriate, they are subject to future events and uncertainties regarding their outcome and therefore actual results may materially differ from these estimates. We describe in Note 1, Business Activity and Significant Accounting Policies, to the Consolidated Financial Statements in Item 8, Financial Information and Supplementary Data, of this Form 10-K the significant accounting policies used in preparing the consolidated financial statements. We consider the following items in our consolidated financial statements to require significant estimation or judgment. Revenue Recognition Equipment revenue transactions include the sale of agricultural and construction equipment and often include both cash and noncash consideration received from our customers, with noncash consideration in the form of used, trade-in, equipment assets. The amount of revenue recognized in the sale transaction is dependent on the value assigned to the trade-in asset. Significant judgment is required to estimate the value of trade-in assets. We assign value based on the estimated selling price for that piece of equipment in the applicable market, less a gross profit amount to be realized at the time the trade-in asset is sold and an estimate of any reconditioning work required to ready the asset for sale. We estimate future selling prices of trade-in assets using various external industry data and relevant internal information, and consider the impact of various factors including model year, hours of use, overall condition, and other equipment specifications. Our estimates of the value of trade-in assets are impacted by changing market values of used equipment and the availability of relevant and reliable third-party data. In instances in which relevant third-party information is not available, the value assigned to trade-in equipment is dependent on internal judgments. Inventories New and used equipment inventories are stated at the lower of cost or net realizable value, determined for each piece of equipment (specific identification). Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The majority of our used equipment inventory is acquired through trade-ins from our customers and is initially measured and recognized based on the estimated future selling price of the equipment, less a gross profit amount to be realized when the trade-in asset is sold and an estimate of any reconditioning work required to ready the asset for sale. Subsequent to the initial recognition, all new and used equipment inventories are subject to lower of cost or net realizable value assessments. We estimate net realizable value using internal information, management judgment and third-party data that considers various factors including age and condition of equipment, hours of use and market conditions. Generally, used equipment prices are more volatile to changes in market conditions than prices for new equipment due to incentive programs that may be offered by manufacturers to assist in the sale of new equipment. We review our equipment inventory values and adjust them whenever the carrying amount exceeds the estimated net realizable value. Parts inventories are valued at the lower of average cost or net realizable value. We estimate net realizable value of our parts inventories based on various factors including aging and sales history of each type of parts inventory. Impairment of Long-Lived Assets Our long-lived assets consist primarily of property and equipment and operating lease assets. We review these assets for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by comparing the estimated future undiscounted cash flows of such assets to their carrying values. If the estimated undiscounted cash flows exceed the carrying value, the carrying value is considered recoverable and no impairment recognition is required. However, if the sum of the undiscounted cash flows is less than the carrying value of the asset, the second step of the impairment analysis must be performed to measure the amount of the impairment, if any. The 38 Table of Contents second step of the impairment analysis compares the estimated fair value of the long-lived asset to its carrying value and any amount by which the carrying value exceeds the fair value is recognized as an impairment charge. When reviewing long-lived assets for impairment, we group long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Long-lived assets deployed and used by individual store locations are reviewed for impairment at the individual store level. Other long-lived assets shared across stores within a segment or shared across segments are reviewed for impairment on a segment or consolidated level as appropriate. During our 2026 fiscal year, we determined that events or circumstances were present that may indicate that the carrying amount of certain store long-lived assets might not be recoverable. The events or circumstances which indicated that certain of our store long-lived assets might not be recoverable included a current period operating loss combined with historical losses and anticipated future operating losses within certain of our stores, or an expectation that a long-lived asset (or asset group) will be disposed of before the end of its previously estimated useful life. In light of these circumstances, we performed step one of the impairment analysis for these assets, which have a combined carrying value of $141.1 million, to determine if the asset values are recoverable. In the situations where it was concluded that the carrying value was not recoverable, we performed step two of the impairment analysis and estimated the fair value of the assets using an income approach. The Company recognized total impairment charges of $2.3 million, of which $0.9 million was within the Agriculture segment, $0.1 million was within the Construction segment, $0.7 million was within the Europe segment and $0.5 million was within Shared Resources. Our impairment analyses require significant judgment, including identification of the grouping of long-lived and other assets and liabilities for impairment testing, estimates of future cash flows arising from these groups of assets and liabilities, and estimates of the remaining useful lives of the long-lived assets being evaluated. Our estimates inherently include a degree of uncertainty and are impacted by macroeconomic and industry conditions, the competitive environment and other factors. Adverse changes in any of these factors in future periods could result in impairment charges in future periods which could materially impact our results of operations and financial position. Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired and is allocated to our reporting units at the time of the acquisition. We analyze goodwill on an annual basis and when an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying amount. We have the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, we may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test. An entity must recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Subsequent reversal of goodwill impairment charges is not permitted. We perform our annual goodwill impairment analysis as of December 31 and when an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying amount. As of January 31, 2026, Goodwill is allocated to two reporting units Agriculture and Australia. Our Construction and Europe reporting units do not have any goodwill balances. When we perform a qualitative goodwill test, we analyze qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative test indicates there may be an impairment, we perform the quantitative test, which measures the amount of the goodwill impairment, if any. To perform the quantitative test, we calculate the fair value of each reporting unit, primarily utilizing the income approach and market approach. The income approach is based on discounted cash flow models that use estimates for forecasts of future operating performance for the reporting units. These forecasts include estimates of revenues, margins, operating expenses, capital expenditures, depreciation, amortization, tax and discount rates. Projected future cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated risk-adjusted weighted-average cost of capital relevant to each reporting unit. The market approach is based on assumptions related to earnings before interest, taxes, depreciation, and amortization multiples or revenue multiples. These estimates are developed as part of our planning process based on assumed growth rates, along with historical data and various internal estimates. The key assumptions used in our impairment analyses are developed for each segment and therefore vary by reporting unit. For the most recent Agriculture and Australia annual impairment test, we estimated five-year average annual revenue growth rates of approximately 8.5% and 13.2% for Agriculture and Australia, respectively, gross margins ranging from approximately 17.2% to 18.1% for Agriculture and 16.5% to 17.8% for Australia, and five-year average annual operating expense growth rates of approximately 4.1% and 3.7% for Agriculture and Australia, respectively. The discount rate used in our analysis was approximately 11.5% and 14.0% for Agriculture and Australia, respectively, and reflects our estimate of the weighted-average cost of capital of comparable companies, adjusted for risks specific to our company. Revenue growth 39 Table of Contents assumptions were based on expected industry volume in the geographic markets in which the stores operate, anticipated changes in market share, historical performance, and management’s expectations for future operating conditions. We had goodwill of $65.6 million and $61.2 million at January 31, 2026 and 2025, respectively. As of the date of our most recent annual impairment test, the estimated fair value of the Agriculture and Australia reporting units exceeded their carrying amount by approximately 9.2% and 8.6%, respectively. Our impairment analyses require significant judgment and involve estimates that are inherently uncertain. These estimates could be materially affected by changes in general macroeconomic conditions, industry trends, competitive dynamics, store-specific performance, prolonged adverse weather patterns, or other factors affecting our valuation. Adverse changes in any of these factors in future periods could result in impairment charges in future periods, which could materially impact our results of operations and financial position. Income Taxes In determining our provision for income taxes, we must make certain judgments and estimates, including an assessment of the realizability of our deferred tax assets. In evaluating our ability to realize the benefit of our deferred tax assets we consider all available positive and negative evidence, including our historical operating results and our expectation of future taxable income, the availability to implement prudent tax-planning strategies, and the carryforward periods over which the assets may be realized. These assumptions require significant judgment and estimation. The initial recognition of, and any changes in, a deferred tax asset valuation allowance are recorded to the provision for income taxes and impacts our effective tax rate. Our assessment of the need for, and magnitude of, valuation allowances for our deferred tax assets may be impacted by changes in tax laws, our assumptions regarding the ability to generate future taxable income and the availability of tax-planning strategies. Changes in any of these factors could lead to a change in the recognized valuation allowance which may impact our future results of operations and financial position. New Accounting Pronouncements     Refer to Note 1, Business Activity and Significant Accounting Polices, to the Consolidated Financial Statements in Item 8, Financial Information and Supplementary Data, of this Form 10-K for a description of new accounting pronouncements recently adopted or not yet adopted and the impact or anticipated impact of such pronouncements to our consolidated financial statements. Information Regarding Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We include "forward-looking" information in this Form 10-K, including this Item 7, as well as in other materials filed or to be filed by us with the SEC (as well as information included in oral statements or other written statements made or to be made by us). This Form 10-K contains forward-looking statements that involve risks and uncertainties. In some cases, you can identify forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Our forward-looking statements in this Form 10-K generally relate to the following: •our beliefs and intentions with respect to our growth strategies, including growth through strategic acquisitions, the types of acquisition targets we intend to pursue, the availability of suitable acquisition targets, the industry climate for dealer consolidation, and our ability to implement our growth strategies; •our beliefs with respect to factors that will affect demand and seasonality of purchasing in the agricultural and construction industries; •our beliefs with respect to our primary supplier (CNH) of equipment and parts inventory; •our beliefs with respect to the equipment market, our competitors and our competitive advantages; •our beliefs with respect to the impact of U.S federal government policies on the agriculture economy; 40 Table of Contents •our beliefs with respect to the impact of commodity prices for crops, fossil fuels and other commodities on our operating results; •our beliefs with respect to the impact of government regulations; •our beliefs with respect to our business strengths and the diversity of our customer base; •our plans and beliefs with respect to real property used in our business; •our plans and beliefs regarding future sales, sales mix, and marketing activities; •our beliefs and assumptions regarding the payment of dividends; •our beliefs and assumptions regarding valuation reserves, equipment inventory balances, fixed operating expenses, and absorption rate; •our beliefs and expectations regarding the impact of the Russia-Ukraine conflict on our Ukrainian operations; •our beliefs and assumptions with respect to our rental equipment operations; •our beliefs with respect to our employee relations; •our assumptions, beliefs and expectations with respect to past and future market conditions, including interest rates, and public infrastructure spending, new environmental standards, and the impact these conditions will have on our operating results; •our beliefs with respect to the impact of our credit agreements, including future interest expense, limits on corporate transactions, financial covenant compliance, and ability to negotiate amendments or waivers, if needed; •our beliefs with respect to the impact of increase or decrease in applicable foreign exchange rates; •our plans and assumptions for future capital expenditures and rental fleet purchases; and •our cash needs, sources of liquidity, and the adequacy of our capital resources. While we believe that the forward-looking statements in this Form 10-K are reasonable, such statements are only predictions and do not guarantee performance. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results that differ materially from those contained in any forward-looking statement. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this Form 10-K in the context of these risks and uncertainties. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following: •our dependence on CNH, our primary supplier of equipment and parts inventory, to supply competitive products, provide financial and marketing support and continue committing to its product warranties and reimbursement of dealers for warrant repairs, and our relationships with other equipment suppliers; •the terms of the CNH Dealer Agreements that subject us to restrictions that may adversely impact our business and growth; •the impact of net farm income, which is influenced by factors over which we have no control; •market factors, over which we have no control, negatively impacting our construction equipment sales; •increased inflation and higher interest rates negatively impacting our customers’ equipment purchasing decisions; •downturns in the equipment distribution market, which can arise from factors over which we have no control; •the highly competitive nature of our industry; •the recent agreements of equipment manufacturers, including CNH, to provide farmers and independent repair shops access to diagnostic tools; •supply chain disruptions; •the impact of the Russia-Ukraine conflict on our operations in Ukraine; •assumptions regarding our cash needs and the amount of inventory we need on hand; 41 Table of Contents •general economic conditions and construction activity in the markets where we operate; •risks and uncertainties arising from our international operations; •our ability to effectively manage our inventory; •our level of indebtedness and ability to comply with the terms of agreements governing our indebtedness; •exposure to interest rate risks as a result of our variable rate indebtedness; •the seasonal nature of the agricultural and construction equipment industries; •customer credit risks; •our ability to manage increased maintenance costs as the age of our rental fleet increases; •our ability to manage changes in tax rates or the adoption of new tax legislation; •risks relating to climate change and weather conditions; •increased government regulations relating to greenhouse gas emission standards and climate change; •the risks associated with the expansion of our business, including the potential inability to integrate any businesses we acquire; •risks relating to our ability to attract, train, and develop key employees necessary for our success; •labor organizing activities; •liability risks arising from products sold, rented or serviced by us, which our commercial liability insurance may not be adequate to cover; •significant fluctuations in the price of our common stock; •risks related to our dependence on our information technology systems and the impact of potential breaches and other disruptions; and •other factors discussed under Item 1A, Risk Factors, and elsewhere in this Form 10-K. You should read the risk factors and the other cautionary statements made in this Form 10-K as being applicable to all related forward-looking statements wherever they appear in this Form 10-K. We cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Other than as required by law, we undertake no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise. 42 Table of Contents