Form 8-K

8-K — Titan Machinery Inc.

Accession: 0001628280-26-041762

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001409171

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Results of Operations and Financial Condition

Documents

8-K — titn-20260609.htm (Primary)

EX-99.1 (afy27q1ex991earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: titn-20260609.htm · Sequence: 1

titn-20260609

0001409171false00014091712026-06-092026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

TITAN MACHINERY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33866 45-0357838

(Commission File Number) (IRS Employer

Identification No.)

644 East Beaton Drive

West Fargo, North Dakota 58078

(Address of Principal Executive Offices) (Zip Code)

(701) 356-0130

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 2.02 Results of Operations and Financial Condition

On June 9, 2026, Titan Machinery Inc. (the “Company”) issued a press release announcing its financial results for the three months ended April 30, 2026. The Company will be conducting a conference call to discuss its first quarter of fiscal 2027 financial results at 7:30 a.m. Central time on June 9, 2026. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None

(b) Pro forma financial information: None

(d) Exhibits: See “Exhibit Index” on page immediately prior to signatures.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TITAN MACHINERY INC.

Date: June 9, 2026 By /s/ Robert Larsen

Robert Larsen

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

EXHIBIT INDEX

FORM 8-K

TITAN MACHINERY INC.

Date of Report: Commission File No.:

June 9, 2026 001-33866

Exhibit No. ITEM

99.1

Press Release dated June 9, 2026

104 Cover page interactive data file (embedded within the Inline XBRL document)

EX-99.1

Filename: afy27q1ex991earningsrelease.htm · Sequence: 2

Document

Titan Machinery Inc. Announces Results for Fiscal First Quarter Ended April 30, 2026

- Reaffirms Fiscal 2027 Modeling Assumptions -

West Fargo, ND – June 9, 2026 – Titan Machinery Inc. (Nasdaq: TITN) ("Titan" or the "Company"), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal first quarter ended April 30, 2026.

“Our fiscal 2027 first quarter results reflect continued progress on the inventory optimization and margin improvement priorities we established coming into the year,” stated Bryan Knutson, Titan Machinery’s President and Chief Executive Officer. “Equipment margins exceeded our internal expectations during the quarter, driven by our progress in reducing aged inventory within our Agriculture segment. While we are encouraged by this strong start to our fiscal year, the underlying demand environment for our agricultural customers remains challenged. In addition to our ongoing inventory optimization initiative, we remain focused on proactively strengthening our core footprint where we are best equipped to deliver long-term returns for our shareholders — and delivering results through disciplined execution, close customer engagement, and continued investment in technology and process improvements to deliver enhanced earnings power as industry conditions improve.”

Fiscal 2027 First Quarter Results

Consolidated Results

For the first quarter of fiscal 2027, revenue was $522.4 million compared to $594.3 million in the first quarter last year. Equipment revenue was $364.7 million for the first quarter of fiscal 2027, compared to $436.8 million in the first quarter last year. Parts revenue was $103.8 million for the first quarter of fiscal 2027, compared to $105.6 million in the first quarter last year. Service revenue was $43.8 million for the first quarter of fiscal 2027, compared to $44.0 million in the first quarter last year. Rental and other revenue was $10.2 million for the first quarter of fiscal 2027, compared to $7.9 million in the first quarter last year.

Gross profit for the first quarter of fiscal 2027 was $89.3 million, compared to $90.9 million in the first quarter last year. Gross profit margin was 17.1% in the first quarter of fiscal 2027, compared to 15.3% in the first quarter last year. The year-over-year improvement in gross profit margin primarily reflects stronger equipment margins given continued reductions in aged inventory, alongside a higher mix of parts and service revenue.

Operating expenses decreased to $94.4 million for the first quarter of fiscal 2027, compared to $96.4 million in the first quarter last year. Operating expenses as a percentage of revenue was 18.1% for the first quarter of fiscal 2027, compared to 16.2% of revenue in the first quarter last year.

Floorplan interest expense and other interest expense decreased to $8.2 million in the first quarter of fiscal 2027, compared to $11.1 million for the same period last year. The decrease was driven by lower inventory levels subject to interest.

In the first quarter of fiscal 2027, net loss improved to $12.6 million, with loss per diluted share of $0.55, compared to a net loss of $13.2 million, with loss per diluted share of $0.58, for the same period last year.

Adjusted EBITDA in the first quarter of fiscal 2027 was $1.0 million, compared to $2.6 million in the first quarter last year.

Segment Results

Agriculture Segment - Revenue for the first quarter of fiscal 2027 was $344.2 million, compared to $384.4 million in the first quarter last year, reflecting a same-store sales decrease of 8.2%. The decrease resulted from softening demand for equipment, driven by continued pressure on grower profitability. Pre-tax loss for the first quarter of fiscal 2027 improved to $6.2 million, compared to pre-tax loss of $12.8 million in the first quarter last year.

Construction Segment - Revenue for the first quarter of fiscal 2027 was $67.5 million, compared to $72.1 million in the first quarter last year, reflecting a same-store sales decrease of 6.5%, which was primarily due to lower equipment sales. Pre-tax loss for the first quarter of fiscal 2027 improved to $0.6 million, compared to pre-tax loss of $4.2 million in the first quarter last year.

Europe Segment - Revenue for the first quarter of fiscal 2027 was $60.4 million, including a $4.2 million benefit related to foreign currency fluctuations versus the prior year period, compared to $93.9 million in the first quarter last year. Net of the effect of these foreign currency fluctuations, revenue decreased $37.7 million, or 40.2%. The revenue decrease was primarily due to lower equipment demand compared to the prior year period, which had been driven by stronger sales resulting from European Union stimulus programs in Romania. Pre-tax loss for the first quarter of fiscal 2027 was $0.9 million, compared to pre-tax income of $4.7 million in the first quarter last year.

Australia Segment - Revenue for the first quarter of fiscal 2027 was $50.3 million, including a $5.1 million benefit related to foreign currency fluctuations versus the prior year period, compared to $44.0 million in the first quarter last year. Net of the effect of these foreign currency fluctuations, revenue increased $1.2 million, or 2.8%. Pre-tax loss for the first quarter of fiscal 2027 was $1.8 million, compared to pre-tax loss of $0.6 million in the first quarter last year.

Balance Sheet and Cash Flow

Cash at the end of the first quarter of fiscal 2027 was $29.6 million. Total inventories increased by $11.7 million to $914.8 million as of first quarter end, as compared to January 31, 2026. Equipment inventories increased by $10.4 million in the first quarter ended April 30, 2026. Outstanding floorplan payables were $589.0 million on $1.5 billion total available floorplan and working capital lines of credit as of April 30, 2026, compared to $553.8 million outstanding floorplan payables as of January 31, 2026.

For the three months ended April 30, 2026, the Company's net cash used for operating activities was $23.1 million, compared to net cash provided by operating activities of $6.2 million for the three months ended April 30, 2025. The change in cash from operating activities was primarily attributable to timing of inventory receipts and changing mix in floorplan financing, which was partially offset by receivable collections compared to the prior year period.

Additional Management Commentary

Mr. Knutson continued, “The disciplined inventory and operational work our team has executed over the last two years has strengthened our foundation and positioned the business well for the next phase of the cycle. While our first quarter performance came in modestly better than expectations, the underlying industry demand environment remains challenged. As a result, we are reaffirming our modeling assumptions for the full year fiscal 2027. I am proud of our team's continued execution and confident our disciplined approach is setting us up to deliver stronger profitability when industry conditions improve.”

Fiscal 2027 Modeling Assumptions

The Company reaffirms its previously issued guidance; the following is a summary of its current expectations for fiscal 2027 modeling assumptions:

(in millions, except per share data and percentages) Current Expectations

Fiscal 2027

Segment Revenue

Agriculture

Down 15% - Down 20%

Construction Flat - Up 5%

Europe (1) (2)

Down 20% - Down 25%

Australia Up 10% - Up 15%

Adjusted EBITDA $17.0 - $29.0

Adjusted Consolidated Pre-tax Loss (1)

($28.0) - ($39.0)

Tax Expense $0.0 - $1.0

Adjusted Net Loss (1)

($28.0) - ($40.0)

Adjusted Diluted Loss Per Share (1)

($1.25) - ($1.75)

(1) Includes the full year impact of winding down the Company's German business throughout fiscal 2027.

(2) The Company's German business recognized $53.9 million of revenue in fiscal 2026; due to the wind-down, the Company expects to recognize approximately $9.5 million of revenue from its German business in fiscal 2027.

Conference Call and Presentation Information

The Company will host a conference call and audio webcast today at 7:30 a.m. Central time (8:30 a.m. Eastern time). Investors interested in participating in the live call can dial (877) 704-4453 from the U.S. International callers can dial (201) 389-0920. A telephone replay will be available approximately two hours after the call concludes and will be available through Sunday, June 21, 2026, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from international locations, and entering confirmation code 13760008.

A copy of the presentation that will accompany the prepared remarks on the conference call is available on the Company’s website under Investor Relations at www.titanmachinery.com. An archive of the audio webcast will be available on the Company’s website under Investor Relations at www.titanmachinery.com for 30 days following the audio webcast.

Non-GAAP Financial Measures

This press release and the attached financial tables contain a reconciliation of certain non-GAAP financial measures as defined under Securities and Exchange Commission (“SEC”) rules. As required by SEC rules, the Company has provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure in the schedule included in this press release. The Company believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating current period performance and in assessing future performance. For these reasons, internal management reporting also includes non-GAAP financial measures. Non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, the GAAP financial measures presented in this release and the Company's financial statements and other publicly filed reports. Non-GAAP financial measures presented in this release may not be comparable to similarly titled measures used by other companies. Investors are encouraged to review the reconciliations of any adjusted financial measures used in this release to their most directly comparable GAAP financial measures. The reconciliation is attached to this release. The table included in the Non-GAAP Reconciliations section reconciles EBITDA and adjusted EBITDA to their most directly comparable financial measure. A reconciliation of Adjusted EBITDA, Adjusted Consolidated Pre-tax Loss, Adjusted Net Loss and Adjusted Diluted Loss Per Share, in each case for fiscal 2027 modeling assumptions, is not available without unreasonable effort due to the variability and low visibility of the factors that may impact the comparable GAAP financial measures.

About Titan Machinery Inc.

Titan Machinery Inc., founded in 1980 and headquartered in West Fargo, North Dakota, owns and operates a network of full service agricultural and construction equipment dealer locations in North America, Europe and Australia, servicing farmers, ranchers and commercial applicators. The network consists of US locations in Colorado, Idaho, Iowa, Kansas, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming. The international network includes European stores located in Bulgaria, Romania, and Ukraine and Australian stores located in New South Wales, South Australia, and Victoria in Southeastern Australia. Our stores offer one or more of the CNH Industrial Brands, including Case IH, New Holland Agriculture, Case Construction, New Holland Construction, and CNH Industrial Capital. Additional information about Titan Machinery Inc. can be found at www.titanmachinery.com.

Forward-Looking Statements

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “potential,” “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” “plan,” “anticipate,” and similar words and expressions are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of our management. Forward-looking statements made in this release, which include statements regarding fiscal 2027 modeling assumptions and expected results of operations for the fiscal year ending January 31, 2027, and statements regarding the Company's ability to reduce inventory levels, operating expenses, floorplan interest expense, and enhance profitability and may include statements regarding Agriculture, Construction, Europe and Australia segment initiatives and improvements, segment revenue realization, growth and profitability expectations, inventory availability and customer demand expectations, and agricultural and construction equipment industry conditions and trends, involve known and unknown risks and uncertainties that may cause Titan’s actual results in future periods to differ materially from the forecasted assumptions and expected results. These risks and uncertainties include, among other things, the impact of the Russia-Ukraine conflict on our Ukrainian operations, our substantial dependence on CNH Industrial including CNH Industrial's ability to design, manufacture and allocate inventory to our stores necessary to satisfy our customers' demands, supply chain disruptions impacting our

suppliers, including CNH Industrial, the continued availability of organic growth and acquisition opportunities, potential difficulties integrating acquired stores, industry supply levels, fluctuating agriculture and construction industry economic conditions, the success of recently implemented initiatives within the Company’s operating segments, the uncertainty and fluctuating conditions in the capital and credit markets, difficulties in conducting international operations, foreign currency risks, governmental agriculture policies, seasonal fluctuations, the ability of the Company to manage inventory levels, weather conditions, disruption in receiving sufficient inventory financing, and increased competition in the geographic areas served. These and other risks are described in Titan’s filings with the SEC. Titan conducts its business in a highly competitive and rapidly changing environment. Accordingly, new risks and uncertainties may arise. It is not possible for management to predict all such risks and uncertainties, nor to assess the impact of all such risks and uncertainties on Titan’s business or the extent to which any individual risk or uncertainty, or combination of risks and uncertainties, may cause results to differ materially from those contained in any forward-looking statement. Other than as required by law, Titan disclaims any obligation to update such risks and uncertainties or to publicly announce revisions to any of the forward-looking statements contained in this release to reflect future events or developments.

Investor Relations Contact:

ICR, Inc.

Jeff Sonnek, jeff.sonnek@icrinc.com

646-277-1263

TITAN MACHINERY INC.

Consolidated Condensed Balance Sheets

(in thousands)

(Unaudited)

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

Stockholders' Equity

Common stock — —

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

TITAN MACHINERY INC.

Consolidated Condensed Statements of Operations

(in thousands, except per share data)

(Unaudited)

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)

Diluted Loss per Share $ (0.55) $ (0.58)

Diluted Weighted Average Common Shares 22,849 22,669

TITAN MACHINERY INC.

Consolidated Condensed Statements of Cash Flows

(in thousands)

(Unaudited)

Three Months Ended April 30,

2026 2025

Operating Activities

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

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

Depreciation and amortization 9,028 8,915

Impairment 502 266

Other, net 1,806 (3,240)

Changes in assets and liabilities, net of effects of acquisitions

Inventories (14,714) 16,428

Manufacturer floorplan payable 4,135 18,721

Receivables 19,976 (3,828)

Other working capital (31,209) (17,863)

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

Investing Activities

Property and equipment purchases (2,544) (7,988)

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

Proceeds from business divestitures, net 2,030 —

Other, net — 322

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

Financing Activities

Net change in non-manufacturer floorplan payable 28,664 (9,146)

Net proceeds/(payments) from long-term debt and finance leases (4,256) (5,935)

Other, net (959) (700)

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

Effect of Exchange Rate Changes on Cash 4 436

Net Change in Cash 1,414 (14,384)

Cash at Beginning of Period 28,164 35,898

Cash at End of Period $ 29,578 $ 21,514

TITAN MACHINERY INC.

Segment Results

(in thousands)

(Unaudited)

Three Months Ended April 30,

2026 2025 % Change

Revenue

Agriculture $ 344,218 $ 384,386 (10.4) %

Construction 67,463 72,129 (6.5) %

Europe 60,435 93,858 (35.6) %

Australia 50,265 43,963 14.3 %

Total $ 522,381 $ 594,336 (12.1) %

(Loss) Income Before Income Taxes

Agriculture $ (6,181) $ (12,777) 51.6 %

Construction (612) (4,180) 85.4 %

Europe (933) 4,710 n/m

Australia (1,781) (561) n/m

Segment Loss Before Income Taxes (9,507) (12,808) 25.8 %

Shared Resources (2,968) (4,474) 33.7 %

Total $ (12,475) $ (17,282) 27.8 %

*n/m = not meaningful

TITAN MACHINERY INC.

Non-GAAP Reconciliations

(in thousands, except per share data)

(Unaudited)

Three Months Ended April 30,

2026 2025

EBITDA

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

Adjustments

Interest expense, net of interest income 4,406 10,918

Floorplan interest expense 3,553 6,526

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

Depreciation and amortization 9,028 8,915

EBITDA 4,512 9,077

Adjustments

Floorplan interest expense (3,553) (6,526)

Adjusted EBITDA $ 959 $ 2,551

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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