titn-20260430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File No. 001-33866

TITAN MACHINERY INC.

(Exact name of registrant as specified in its charter)


Delaware						45-0357838
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification No.)

644 East Beaton Drive

West Fargo, ND 58078-2648

(Address of Principal Executive Offices)

Registrant’s telephone number (701) 356-0130

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	TITN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 31, 2026, 23,302,180 shares of Common Stock, $0.00001 par value, of the registrant were outstanding.

Table of Contents

TITAN MACHINERY INC.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


		Page No.
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4.	CONTROLS AND PROCEDURES	29
PART II.	OTHER INFORMATION	30
ITEM 1.	LEGAL PROCEEDINGS	30
ITEM 1A.	RISK FACTORS	30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	30
ITEM 4.	MINE SAFETY DISCLOSURES	30
ITEM 5.	OTHER INFORMATION	30
ITEM 6.	EXHIBITS	30
Exhibit Index		31
Signatures		32

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)


	April 30, 2026		January 31, 2026

Assets
Current Assets
Cash	$	29,578	$	28,164
Receivables, net of allowance for expected credit losses	109,579		127,031
Inventories, net	914,825		903,085
Prepaid expenses and other	30,664		31,700


Total current assets	1,084,646		1,089,980
Noncurrent Assets
Property and equipment, net of accumulated depreciation	362,126		360,983
Operating lease assets	48,233		47,197
Deferred income taxes	771		1,327
Goodwill	66,686		65,583
Intangible assets, net of accumulated amortization	51,719		51,233
Other	593		625
Total noncurrent assets	530,128		526,948
Total Assets	$	1,614,774	$	1,616,928

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	43,781	$	35,156
Floorplan payable	588,992		553,754

Current maturities of long-term debt	26,112		21,410
Current operating lease liabilities	4,113		4,084
Deferred revenue	54,129		82,311
Accrued expenses and other	71,346		75,248

Total current liabilities	788,473		771,963
Long-Term Liabilities
Long-term debt, less current maturities	150,503		158,565
Operating lease liabilities	46,946		46,050
Finance lease liabilities	41,649		42,140
Deferred income taxes	10,329		10,151
Other long-term liabilities	10,397		8,761
Total long-term liabilities	259,824		265,667
Commitments and Contingencies
Stockholders' Equity
Common stock, par value $.00001 per share, 45,000,000 shares authorized; 23,309,167 shares issued and outstanding at April 30, 2026; 23,363,865 shares issued and outstanding at January 31, 2026	—		—
Additional paid-in-capital	267,247		266,905
Retained earnings	293,524		306,140
Accumulated other comprehensive income	5,706		6,253
Total stockholders' equity	566,477		579,298
Total Liabilities and Stockholders' Equity	$	1,614,774	$	1,616,928

See Notes to Condensed Consolidated Financial Statements

Table of Contents

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)


	Three Months Ended April 30,
	2026		2025
Revenue
Equipment	$	364,654	$	436,840
Parts	103,753		105,629
Service	43,768		44,017
Rental and other	10,206		7,850
Total Revenue	522,381		594,336
Cost of Revenue
Equipment	336,157		407,349
Parts	72,391		73,080
Service	17,297		16,609
Rental and other	7,253		6,363
Total Cost of Revenue	433,098		503,401
Gross Profit	89,283		90,935
Operating Expenses	94,382		96,404

Impairment of Intangible and Long-Lived Assets	502		266

Loss from Operations	(5,601)		(5,735)
Other Income (Expense)
Interest and other income (expense)	1,302		(488)
Floorplan interest expense	(3,553)		(6,526)
Other interest expense	(4,623)		(4,533)
Loss Before Income Taxes	(12,475)		(17,282)
Provision (Benefit) for Income Taxes	141		(4,078)
Net Loss	$	(12,616)	$	(13,204)

Loss Per Share:
Basic	$	(0.55)	$	(0.58)
Diluted	$	(0.55)	$	(0.58)

Weighted Average Common Shares:
Basic	22,849		22,669
Diluted	22,849		22,669

See Notes to Condensed Consolidated Financial Statements

Table of Contents

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)


	Three Months Ended April 30,
	2026		2025
Net Loss	$	(12,616)	$	(13,204)
Other Comprehensive Loss
Foreign currency translation adjustments	(547)		3,661
Comprehensive Loss	$	(13,163)	$	(9,543)

See Notes to Condensed Consolidated Financial Statements

Table of Contents

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(in thousands)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares Outstanding	Amount
Balance at January 31, 2026	23,364	$	—	$	266,905	$	306,140	$	6,253	$	579,298
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	(55)	—		(959)		—		—		(959)
Stock-based compensation expense	—	—		1,301		—		—		1,301
Net loss	—	—		—		(12,616)		—		(12,616)
Other comprehensive income	—	—		—		—		(547)		(547)
Balance at April 30, 2026	23,309	$	—	$	267,247	$	293,524	$	5,706	$	566,477

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Shares Outstanding

Amount

Balance at January 31, 2025

23,125

—

262,097

SEC Form 10-Q filed by Titan Machinery Inc.