LNN 10-K & 10-Q changes, risk factors and insider trading

In order to be eligible for government funding or reimbursement, the Company’s infrastructure products are generally required to meet certain standards as outlined by the various governments worldwide. The Federal Highway Administration (“FHWA”) and state departments of transportation have implemented Manual for Assessing Safety Hardware (“MASH”) standards which update and supersede National Cooperative Highway Research Program (“NCHRP”) Report 350 standards for evaluating new road safety hardware devices. While infrastructure products previously accepted under NCHRP Report 350 criteria are not required to be retested under MASH standards, they generally are no longer eligible for federal reimbursement as the MASH standards have been implemented by FHWA and the states. The Company has incurred, and will continue to incur, research and development and testing expense to develop products to comply with MASH standards. Any reevaluation of the Company’s infrastructure products’ compliance with applicable standards, the implementation of new standards, and/or any delay in the Company’s development of additional infrastructure products that comply with new standards could have a significant adverse effect on the Company’s competitive position and on sales and profitability from its infrastructure product line.

The Company’s infrastructure products are installed along roadways in inherently dangerous applications. Accidents involving the Company’s infrastructure products could reduce demand for such products and expose the Company to significant damages and reputational harm. The Company is currently defending a number of product liability lawsuits involving the Company’s X-Lite® end terminal. Further, while the U.S. Department of Justice, Civil Division, and the U.S. Attorney’s Office for the Northern District of New York successfully obtained the 2023 dismissal of a federal civil False Claims Act lawsuit filed against the Company by an individual relator after the United States conducted a yearslong investigation of the Company’s X-Lite end terminal and determined that the individual relator’s allegations “lack[ed] merit” and did “not warrant the continued expenditure of resources to pursue or monitor the action,” the same individual relator has subsequently filed a pendinglimited number of state-level lawsuit in Tennesseelawsuits in which he makes substantially similar allegations under state false claims or fraud laws as more fully described in Note 15, Commitments and Contingencies, to the TennesseeCompany's Fraudconsolidated Againstfinancial Taxpayers Act.statements. While the Company’s infrastructure products are designed to meet all applicable standards in effect in the markets in which such products are offered, the risk of product liability claims, demands for reimbursement or compensatory payments, and associated adverse publicity is inherent in the development, manufacturing, marketing, and sale of such products, including end terminals and crash cushions that are ultimately installed along roadways. In addition to this inherent risk, a sizable False Claims Act judgment against a competitor (which was reversed on appeal) brought significant attention to the infrastructure products industry and may be a factor leading to additional lawsuits, demands, and investigations being pursued against the Company and others in the industry.

This Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect expectations for future Company performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should,” and similar expressions generally identify forward-looking statements. For these statements throughout thethis Annual Report on Form 10-K, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The entire sections entitled “Financial Overview and Outlook” and “Risk Factors” should be considered forward-looking statements.

For the business overall, the global, long-term drivers of population growth, water conservation and environmental sustainability, the need for increased food production, and the need for safer, more efficient transportation solutions remain positive. Key factors which impact demand for the Company’s irrigation products include total worldwide agricultural crop production, the profitability of agricultural crop production, agricultural commodity prices, net farm income, availability of financing for farmers, governmental policies regarding the agricultural sector, water and energy conservation policies, the regularity of rainfall, regional climate conditions, food security concerns and foreign currency exchange rates. A key factor which impacts demand for the Company’s infrastructure products is the amount of spending authorized by governments to improve road and highway systems. Much of the U.S. highway infrastructure market is driven by government spending programs. For example, the U.S. government funds highway and road improvements through the Federal Highway Trust Fund Program. This program provides funding to improve the nation’s roadway system. In November 2021, the Infrastructure Investment and Jobs Act ("IIJA") was enacted and included a five-year reauthorization of the Fixing America's Surface Transportation ("FAST") Act. This legislation also introduced $110 billion in incremental federal funding planned for roads, bridges, and other transportation projects, which the Company anticipates may support highersupports demand for itsthe Company's transportation safety products.products as states utilize these funds in construction projects. The federal programs under the IIJA are scheduled to run through September 2026.

Critical Accounting EstimatesPolicies

Operating revenues in fiscal 20242025 were $607.1$676.4 million, aan 1011 percent decreaseincrease compared to $674.1$607.1 million in the prior year. Irrigation segment revenues decreasedincreased 1211 percent to $513.9$568.0 million and infrastructure segment revenues increased 616 percent to $93.2$108.4 million. Net earnings for fiscal 20242025 decreasedincreased 812 percent to $74.1 million or $6.78 per diluted share compared with $66.3 million or $6.01 per diluted share compared with $72.4 million or $6.54 per diluted share in the prior fiscal year. The impactincrease onin net earnings resulted from the impact of lowerhigher irrigationoperating revenues was partially offset by higher infrastructure revenues that carry a favorable margin mix and by higher other income, driven by anlower increaseinterest inexpense and higher interest income andcompared favorableto foreignthe currencyprior translationfiscal results,year. andThese increases were partially offset by the impact of a lowerhigher effective income tax rate resultingcompared fromto the realizationprior offiscal certain tax credits.year.

The globalprimary drivers for the Company’s irrigation segment are the need for irrigated agricultural crop production, which is tied to population growth and the attendant need for expanded food productionproduction, and efficientthe need to use water use.resources Themore needefficiently. forThese irrigateddrivers agriculturalare cropaffected production,by whicha dependsnumber upon manyof factors, includeincluding the following primary drivers:

Agricultural commodity prices -– As of August 2024,2025, corn prices were approximately 195 percent lowerhigher and soybean prices approximately 298 percent lower,higher, when compared to Augustprice 2023.levels The reductionprevailing in commodityAugust prices is due primarily to higher production levels anticipated in calendar 2024 that are resulting in increased supply and higher commodity inventory levels.2024. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels andof the ongoing conflict between Ukrainecommodities, and Russia, which is in addition to demand factors such as food and feed consumption, biofuel productionproduction, and the level of China's demand for agricultural imports.

Net farm income -– As of AugustSeptember 2024,2025, the U.S. Department of Agriculture (the “USDA”) estimatedforecast for U.S. 20242025 net farm income was projected to be $140.0$179.8 billion, aan decreaseincrease of 441 percent from the USDA’s final U.S. 20232024 net farm income of $146.5$127.8 billion. This projected decreaseincrease is resultingbased primarilymainly fromon aan reductionincrease in government support payments from supplemental and ad-hoc disaster support programs, while cash receipts forfrom crops thatare isexpected beingto partiallydecrease offset3 by lower input costs.percent.

Governmental policies -– A number of government laws and regulations can impact the Company’s business, including:

ChangesOn toJuly U.S.4, income2025, taxthe lawsOne Big Beautiful Bill Act (the "OBBBA") was enacted in Decemberthe 2017U.S. increasedpermanently extending many of the benefitexpiring provisions of certainthe taxTax incentives,Cuts suchand asJobs Act of 2017. Namely, the SectionOBBBA 179also income tax deduction andrestores Section 168 bonus depreciation, which areis intended to encourage equipment purchases by allowing 100 percent of the cost of the equipment to be treated as an expenseincome tax deduction in the year of purchase rather than being amortized over its useful life. This benefitnew islegislation beinghas phasedmultiple outeffective bydates, 20with percentcertain perprovisions yearbecoming over a five-year period, beginningeffective in 2023.2025 Forand calendarothers 2024,implemented thethrough allowable2027. deductionThe is 60 percentenactment of the costOBBBA ofdid equipmentnot andhave a significant impact on the Company's effective income tax rate in calendarfiscal 2025 the allowable deduction will drop to 40 percent.2025.

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. On June 21, 2023, theThe U.S. Environmental Protection Agency (the “EPA”) announced a final rule settingestablishes biofuel volume requirements for the Renewable Fuels Standard ("RFS") programprogram. forIn 2023,June 2024,2025, andthe 2025.EPA Theproposed finalnew volume requirements reflectfor an2026 increaseand in2027 totalthat gallonsrepresent of renewable fuelincreases of approximately 38 percent and 10 percent, respectively, over 2025 requirements. The new requirements, along with other proposed regulatory changes, are intended to 4strengthen percentthe inRFS eachprogram successiveand year.support the growth of domestically produced renewable fuels.

Many international markets are affected by government policies such as subsidies and other agriculturallyagricultural related incentives. While these policies can have a significant effect on individual markets, they typically do not have a material effect on the consolidated results of the Company.

Currency – The value of the U.S. dollar fluctuates in relation to the value of currencies in a number of countries to which the Company exports products and maintains local operations. The strengthening of the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. The Company continues to monitor the Ukraine and Russia conflict for both short and long-term implications and has suspended new business activity in Russia and Belarus since February 2022. Sales with Russian, Ukrainian, and Belarusian customers have historically represented less than 5 percent of consolidated revenues. Additionally, international results are heavilyinfluenced dependentby uponlarge project sales which tend to fluctuate and can be difficult to forecast accurately. In Maythe fourth quarter of fiscal 2024, the Company announcedbegan shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the Middle East and North Africa (MENA) region. The project is valued at over $100 million in revenue, with equipment deliveries beginningoccurring in the fourth quarter ofthroughout fiscal 20242025 and expectedcontinuing to continue throughinto the first quarter of fiscal 2026.

In theThe infrastructure business,business demandcontinues forto be driven by the Company's transportation safety productsproducts, the demand for which largely depends on government spending for road construction and improvements. The enactment of the Infrastructure Investment and Jobs Act ("IIJA") in November 2021 marked the largest infusion of federal investment into infrastructure projects in more than a decade. This legislation introduced $110 billion in incremental federal funding, plannedfunding for roads, bridges, and other transportation projects, which the Company anticipatesexpects maywill translate into highersupport demand for its transportation safety products as funds are appropriated and states beginutilize tothese implement projects. This additional funding has supported an increasefunds in Roadconstruction Zipper System™ leasing revenues that the Company realized in fiscal 2024.projects. The federal programs under IIJA are scheduled to run through September 2026 with funding extending up to two years beyond that date.2026.

As of August 31, 2024,2025, the Company had an order backlog of $180.9$110.7 million compared with $78.7$180.9 million at August 31, 2023.2024. Included in these backlogs are amounts of $36.5$9.8 million and $3.8$36.5 million, respectively, for orders that are not expected to be fulfilled within the subsequent twelve months. The backlogdecrease in bothbacklog segmentsis wasprimarily higherattributed comparedto deliveries relating to the prior year, with the increase inlarge irrigation backlog resulting from the addition of the large project in the MENA region.region during fiscal 2025. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing, and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders; therefore, it is generally not a good indication of the revenues to be realized in succeeding quarters.

The following “Fiscal 20242025 Compared to Fiscal 20232024” section presents an analysis of the Company’s consolidated operating results displayed in the Consolidated Statements of Earnings and should be read together with the information in Note 18, IndustryBusiness Segment Information,Segments, to the consolidated financial statements. A discussion regarding our financial condition and results of operations for fiscal 20232024 compared to fiscal 20222023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2023,2024, filed with the Securities and Exchange Commission (“SEC”) on October 19,24, 2023,2024, which is available free of charge on the SEC’s website at www.sec.gov and the Company’s website at www.lindsay.com under the tab “Investor Relations – SEC Filings.”

Operating revenues in fiscal 20242025 were $607.1$676.4 million, aan decreaseincrease of 1011 percent or $67.0$69.3 million, compared to $674.1$607.1 million in fiscal 2023.2024. Irrigation segment revenues of $513.9$568.0 million,million decreasedincreased $72.1$54.1 million, or 1211 percent, andcompared infrastructureto the prior fiscal year as an increase in international irrigation revenues was partially offset by a decrease in North America irrigation revenues. Infrastructure revenues of $108.4 million increased $5.1$15.2 million, or 616 percent, compared to the prior fiscal year. The irrigation segment provided 8584 percent of Company revenue in fiscal 20242025 as compared to 8785 percent in fiscal 2023.2024.

North America irrigation revenues in fiscal 20242025 were $302.1$273.8 million, a decrease of 29 percent or $7.4$28.3 million, from $309.5$302.1 million in fiscal 2023.2024. HigherThe decrease resulted primarily from lower unit sales volumevolume, inas thewell current year was more than offset by lower sales of replacement parts, the impact ofas a less favorable mix of shorter machines, and slightly lower average selling prices compared to the prior fiscal year. Lower unit sales volume in the current year was due to softer market conditions and from the impact of lower storm damage replacement demand in the fourth quarter compared to the prior fiscal year.

International irrigation revenues in fiscal 20242025 were $211.7$294.2 million, aan decreaseincrease of 2339 percent or $64.7$82.4 million, from $276.5$211.7 million in fiscal 2023.2024. The decreaseincrease resultedis primarilyattributable fromto lowera large project in the MENA region, along with higher sales volumesvolume in Brazil and other Latinparts Americaof marketsSouth America, offset in part by lower sales in other regions and the impact of foreign currency translation of approximately $9.5 million compared to the prior fiscal year. In Brazil, market demand declined due to a significant drop in local commodity prices that had a negative impact on farmer profitability and liquidity. This decrease was partially offset by higher revenues from project sales in developing markets compared to the prior fiscal year. The impact of foreign currency translation on current year revenues was not meaningful compared to the prior fiscal year.

Infrastructure segment revenues in fiscal 20242025 were $93.2$108.4 million, an increase of $5.1$15.2 million, or 616 percent, from $88.1$93.2 million in fiscal 2023.2024. The increase was primarily attributabledriven toby higher Road Zipper System leaseproject revenues,sales, whichalong with slightly higher sales of road safety products. These increases were partially offset by lower Road Zipper System projectleasing sales and lower sales of road safety productsrevenue compared to the prior fiscal year.

Gross profit was $191.1$210.8 million for fiscal 2024,2025, aan decreaseincrease of $21.9$19.7 million, or 10 percent, compared to $213.0$191.1 million for fiscal 2023.2024. The decreaseincrease in gross profit resulted primarily from lowerhigher revenues in irrigation.irrigation and infrastructure. Gross margin was 31.2 percent of sales for fiscal 2025 compared to 31.5 percent of sales for fiscal 2024 compared to 31.6 percent of sales for fiscal 2023.2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System lease revenuessales compared to the prior fiscal year. This favorable impact was partially offset by lower irrigation gross margin resulting primarily from a decreasehigher inpercentage revenuesof withoutinternational aproject correspondingrevenue reductionthat inwas fixeddilutive operatingto costs.gross margin compared to the prior fiscal year.

The Company’s operating expenses of $114.4$122.7 million for fiscal 20242025 increased $3.6$8.3 million, or 37 percent, compared to fiscal 20232024 operating expenses of $110.8$114.4 million. IncreasedThe sellingincrease expensewas driven by higher sales commissions and incentive compensation expense, which was partially offset by costlower reductionssalary inand otherwage areasexpense compared to the prior fiscal year.

Other Income (Expense),Income, net

Other income amounted to $6.5 million in fiscal 2025 compared to $2.4 million in fiscal 20242024. comparedThe toincrease in other expense of $1.8 million in fiscal 2023. The changeincome resulted primarily from a $2.4$2.5 million increase in interest income and a reduction in interest expense of $0.6$1.4 million compared to the prior fiscal year. The current year was also impacted by the unfavorable effects of foreign currency transaction gains and losses of approximately $0.6 million compared to the prior fiscal year.

The Company recorded income tax expense of $12.8$20.5 million and $28.0$12.8 million for fiscal 20242025 and 2023,2024, respectively. LowerHigher income tax expense in the current fiscal year resulted from lowerhigher earnings before income taxtaxes as well as a lowerhigher effective tax rate compared to the prior fiscal year. The effective tax rate was 16.221.7 percent and 27.916.2 percent for fiscal 20242025 and 2023,2024, respectively. The lowercurrent fiscal year effective tax rate in the current fiscal year reflects the impact of one-time benefits in Brazil totaling $5.9 million along with a decreasedhigher proportion of earnings in higherlow rate foreigntax jurisdictions compared to the prior fiscal year.year, Thewhile impactthe ofprior otherfiscal year includes discrete itemsincome tax benefits totaling $5.9 million that did not repeat in the current fiscal 2024 and 2023 was not significant.year.

Net earnings for fiscal 20242025 were $74.1 million, or $6.78 per diluted share, an increase of 12 percent, compared to $66.3 million, or $6.01 per diluted share, compared to $72.4 million, or $6.54 per diluted share, for fiscal 2023.2024.

The Company’s cash and cash equivalents totaled $250.6 million at August 31, 2025 compared with cash and cash equivalents of $190.9 million at August 31, 2024 compared with cash, cash equivalents, and marketable securities of $166.3 million at August 31, 2023.2024. The increase resulted from the excess of cash provided by operating activities over the cash used in investing and financing activities. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under the credit arrangements that are described below. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

The Company’s total cash and cash equivalents held by foreign subsidiaries amounted to $84.3$97.4 million and $64.6$84.3 million as of August 31, 2024,2025 and 2023,2024, respectively. The Company considersdoes not consider its earnings ofin foreign subsidiaries to be indefinitelypermanently reinvested,reinvested and wouldaccrues needapplicable totaxes accrueon and pay incremental state, local, andits foreign taxessubsidiaries' if such earnings were repatriated to the United States.earnings. The Company does not intend to repatriateexpect the fundsrepatriation of these funds, and doesany notapplicable expect these fundstaxes, to have a significant impact on the Company’s overall liquidity.

Net working capital was $389.2 million at August 31, 2025 as compared with $367.4 million at August 31, 2024 as compared with $351.4 million at August 31, 2023.2024. Cash flows provided by operating activities totaled $95.8$132.9 million during the year ended August 31, 20242025 compared to $119.7$95.8 million provided by operating activities during the prior fiscal year. The decreasecurrent infiscal cashyear flows provided by operating activities resultedbenefited from lowerhigher net earnings and amore lowerfavorable reductionchanges in working capital compared to the prior fiscal year.

Cash flows used in financinginvesting activities totaled $38.6$48.6 million during the year ended August 31, 20242025 compared to $17.3$25.9 million during the prior fiscal year. DuringPurchases of property, plant, and equipment amounted to $42.5 million in the current fiscal year,year compared to $29.0 million in the Companyprior repurchasedfiscal $22.5year. millionThe current fiscal year also included the purchase of commonan stock.equity method investment for $5.8 million.

Investment in organic growth including capital expendituresexpenditures, new product development, and expansion of international markets, Synergistic acquisitions that provide attractive returns to stockholders, Dividends to stockholders, along with expectations to increase dividends over time, and Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Company repurchased $11.5 million and $22.5 million of common shares during the year ended August 31, 2024. There were no shares repurchased during the years ended August 31, 20232025 and 2022.2024, respectively. The remaining amount available under the repurchase program was $41.4$30.0 million as of August 31, 2024.2025.

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2026.2030. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund future acquisitions. At August 31, 20242025 and 2023,2024, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At August 31, 2024,2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. The Revolving Credit Facility was amended to transition the benchmark rate from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 6.675.69 percent at August 31, 20242025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent (0.125 percent at August 31, 20242025) on the unused balance depending on the Company’s leverage ratio then in effect.

This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company's web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should” or similar expressions generally identify forward-looking statements. TheStatements entirein the section entitled “Executive Overview and Outlook” that are not historical should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2025. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no significant changes in the Company’s critical accounting policies during the sixnine months ended FebruaryMay 28,31, 2026.

Operating revenues for the three months ended FebruaryMay 28,31, 2026 were $157.7$160.8 million, a decrease of 165 percent compared to $187.1$169.5 million for the three months ended FebruaryMay 28,31, 2025. Irrigation segment revenues for the three months ended FebruaryMay 28,31, 2026 decreased 57 percent to $141.2$133.0 million, while infrastructure segment revenues decreasedincreased 588 percent to $16.5$27.7 million. Net earnings for the three months ended FebruaryMay 28,31, 2026 were $12.0$15.8 million, or $1.15$1.53 per diluted share, compared to net earnings of $26.6$19.5 million, or $2.44$1.78 per diluted share, for the three months ended FebruaryMay 28,31, 2025. Operating income was lower than the prior year primarily due to lower revenues in the irrigation segment and lower gross margins in both segments. This decrease in operating income was partially offset by slightly higher other income and a lower effective income tax rate compared to the prior year, while the effective income tax rate was higher than the prior year.

Agricultural commodity prices – As of FebruaryMay 2026, U.S. corn prices have decreased approximately 102 percent and U.S. soybean prices have increased approximately 11 percent from price levels prevailing in FebruaryMay 2025. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production and the level of China's demand for agricultural imports.

In 2025, new tariffs were imposed in the U.S.U.S., including under the International Emergency Economic Powers Act (the "IEEPA"), on imports from Canada, Mexico, China and other countries on certain materials involved in the Company's production of goods. In response to these tariffs, the Company implemented a comprehensive action plan that included supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the tariffs has resulted in a marginal increase to the Company's cost of goods, of which a portion has been passed through to the market through an increase in the pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to try to minimize the potential impact of these actions on its business and customers. On February 20, 2026, the United States Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act.IEEPA. The Company has applied for refunds for IEEPA tariffs where it believes it is currentlyentitled evaluatingto a refund claim. The Company has recorded a recovery of the impacttariff offor thisclaims decisionwhere onany itsrefund business,is asconsidered the ultimate timingprobable and amountreasonably of any potential refunds is still uncertain and subject to further legal and regulatory developments.estimable.

On December 8, 2025, the Trump administration announced $12 billion in one-time payments to farmers, primarily those who grow corn and soybeans, in the wake of the recent tariff impact. These payments are expected to bewere made starting in the first calendar quarter of 2026 and continuingare expected to continue throughout the early part of 2026. While helpful to overall farm income, these payments are not expected to result in a meaningful increase in demand for irrigation equipment.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted in the U.S. permanently extending many of the expiring provisions of the Tax Cuts and Jobs Act of 2017. In particular, the OBBBA restores Section 168 bonus depreciation, which is intended to encourage equipment purchases by allowing 100 percent of the cost of the equipment to be treated as an income tax deduction in the year of purchase rather than being amortized over its useful life. This new legislation has multiple effective dates, with certain provisions becominghaving become effective in 2025 and 2026 and others to be implemented through 2027. The enactment of the OBBBA did not have a significant impact on the Company's estimated annual effective income tax rate in fiscal 2026.

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (“EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard (RFS). In JuneMarch 2025,2026, the EPA proposedfinalized new volume requirements for 2026 and 2027 that represent increases of approximately 816 percent and 10 percent, respectively, over 2025 requirements. The new requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.

While the USDA's forecasted 2026 total net farm income is comparable to the expected 2025 results, forecasted cash receipts in 2026 are expected to be lower than 2025 and only partially offset by government payments. Favorable weather conditions in key U.S. markets during the growing season have resulted in higher crop production and increased inventories of crops in 2025 and have maintained overall downward pressure on commodity prices in the near term.

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. While deliveries in the Middle East and North Africa (MENA) region have not yet been significantly delayed or impacted by the current Iran conflict in the Middle East, the Company continues to monitor the implications on its business and acknowledges that expected project timing in the region could change as the conflict evolves. Additionally, the broader economic impact of the conflict on the Company’s supply chain and customers is uncertain as freight and other input costs have increased in the short-term.increased.

The backlog of unshipped orders at FebruaryMay 28,31, 2026 was $151.8$136.1 million compared with $127.0$117.1 million at FebruaryMay 28,31, 2025. Included in these backlogs are amounts of $19.2$20.1 million and $11.9$12.3 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The backlog in irrigation increased as a result of the large irrigation project in the MENA region, while the backlog in infrastructure decreased compared to the prior year. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

For the Three Months ended FebruaryMay 28,31, 2026 compared to the Three Months ended FebruaryMay 28,31, 2025

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the three months ended FebruaryMay 28,31, 2026 and 2025. It should be read together with the business segments information in Note 13 to the condensed consolidated financial statements:

Includes $7.6$7.2 million and $8.5$8.8 million of corporate operating expenses for the three months ended FebruaryMay 28,31, 2026 and 2025, respectively.

Operating revenues for the three months ended FebruaryMay 28,31, 2026 decreased 165 percent to $157.7$160.8 million from $187.1$169.5 million for the three months ended FebruaryMay 28,31, 2025, as irrigation revenues decreased $6.9$10.7 million and infrastructure revenues decreasedincreased $22.4$2.0 million compared to the prior year period. The irrigation segment provided 90%83 percent of the Company’s revenue during the three months ended FebruaryMay 28,31, 2026 as compared to 79%85 percent for the three months ended FebruaryMay 28,31, 2025.

North America irrigation revenues for the three months ended FebruaryMay 28,31, 2026 of $71.0$61.3 million decreased $6.1$7.7 million, or 811 percent, from $77.1$69.1 million for the three months ended FebruaryMay 28,31, 2025. The decrease resulted primarily from lower unit sales volume and was partially offset by slightly higher average selling prices compared to the prior year. Persistent weakness in commodity markets and tempered farmer sentiment continue to constrain demand for irrigation equipment in North America.

International irrigation revenues for the three months ended FebruaryMay 28,31, 2026 of $70.2$71.7 million decreased $0.8$3.0 million, or 14 percent, from $71.0$74.7 million for the three months ended FebruaryMay 28,31, 2025. The decrease resulted primarily from lower sales volumes in BrazilBrazil, andwhich lowerwere projectpartially volumesoffset by growth in theother MENA region.regions. In Brazil, limited available credit and elevated interest rates continue to limit farmers' ability to invest in capital equipment. These decreases were partially offset by the favorable effects of foreign currency translation of approximately $4.0$3.9 million compared to the prior year period.year.

Infrastructure segment revenues for the three months ended FebruaryMay 28,31, 2026 of $16.5$27.7 million decreasedincreased $22.4$2.0 million, or 588 percent, from $38.9$25.7 million for the three months ended FebruaryMay 28,31, 2025. The decreaseincrease was primarily driven by higher road safety product revenues, which were partially offset by lower Road Zipper System revenues as the prior yearperiod included a $20 million project that did not repeat. This decrease was partially offset by higher sales of road safety productsrepeat in the current period.

Gross profit for the three months ended FebruaryMay 28,31, 2026 of $42.3$47.8 million decreased 3211 percent from $62.5$53.6 million for the three months ended FebruaryMay 28,31, 2025. The decrease in gross profit resulted primarily from lower revenues in boththe irrigation and infrastructure.segment. Gross margin was 26.929.8 percent of sales for the three months ended FebruaryMay 28,31, 2026 compared with 33.431.6 percent of sales for the three months ended FebruaryMay 28,31, 2025. Lower irrigation gross margin resulted primarily from a higher proportioninput ofcosts internationaland irrigationfixed projectcost revenuedeleverage inon thelower currentunit periodsales that was dilutive to gross margin,volumes, while infrastructure gross margin also decreased due to an unfavorable mix of Road Zipper System revenues compared to the $20prior million project that did not repeat.year.

Operating expenses of $29.3 million for the three months ended FebruaryMay 28,31, 2026 decreased $1.1$0.5 million, or 32 percent, compared with $30.4$29.8 million for the three months ended FebruaryMay 28,31, 2025. The decrease in operating expenses was driven primarily by lower incentive compensation expense in the current period.

The Company recorded other income of $2.6$2.1 million and $1.1$1.9 million for the three months ended FebruaryMay 28,31, 2026 and 2025, respectively. The increase was driven by higher net interest income andwith was partially offsetoffsets by foreign currency transaction losses, compared to the prior period.

The Company recorded income tax expense of $3.5$4.8 million and $6.6$6.2 million for the three months ended FebruaryMay 28,31, 2026 and 2025, respectively. The effective income tax rate was 22.623.1 percent and 20.024.2 percent for the three months ended FebruaryMay 28,31, 2026 and 2025, respectively. The estimated annual effective tax rate in both the current and prior year was 22.3 percent. The current year isincludes higheran thanunfavorable theimpact prior year primarily due toof withholding taxestax associated with cash repatriation.repatriation but is fully offset by a favorable impact from jurisdictional earnings mix. The impact of discrete items in both the current and prior year quarter was not significant.

For the SixNine Months ended FebruaryMay 28,31, 2026 compared to the SixNine Months ended FebruaryMay 28,31, 2025

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the sixnine months ended FebruaryMay 28,31, 2026 and 2025. It should be read together with the business segments information in Note 13 to the condensed consolidated financial statements:

Includes $15.5$22.7 million and $16.5$25.3 million of corporate operating expenses for the sixnine months ended FebruaryMay 28,31, 2026 and 2025, respectively.

Operating revenues for the sixnine months ended FebruaryMay 28,31, 2026 decreased 119 percent to $313.5$474.3 million from $353.3$522.8 million for the sixnine months ended FebruaryMay 28,31, 2025, as irrigation revenues decreased $20.6$31.3 million and infrastructure revenues decreased $19.3$17.2 million. The irrigation segment provided 88%86 percent of the Company’s revenue during the sixnine months ended FebruaryMay 28,31, 2026 as compared to 84%84 percent for the sixnine months ended FebruaryMay 28,31, 2025.

North America irrigation revenues for the sixnine months ended FebruaryMay 28,31, 2026 of $145.4$206.7 million decreased $9.5$17.1 million, or 68 percent, from $154.9$223.8 million for the sixnine months ended FebruaryMay 28,31, 2025. The decrease resulted primarily from lower unit sales volume and was partially offset by slightly higher average selling prices compared to the prior year. Persistent weakness in commodity markets and tempered farmer sentiment continue to constrain demand for irrigation equipment in North America.

International irrigation revenues for the sixnine months ended FebruaryMay 28,31, 2026 of $129.3$201.0 million decreased $11.0$14.2 million, or 87 percent, from $140.3$215.2 million for the sixnine months ended FebruaryMay 28,31, 2025. The majority of the decrease resulted from lower revenues related to shipments for a large project in the MENA region, along with lower sales volumes in Brazil in the current year. The current year was also impacted by the favorable effects of foreign currency translation of approximately $5.5$9.5 million compared to the prior year.

Infrastructure segment revenues for the sixnine months ended FebruaryMay 28,31, 2026 of $38.9$66.6 million decreased $19.3$17.2 million, or 3321 percent, from $58.1$83.8 million for the sixnine months ended FebruaryMay 28,31, 2025. The decrease was primarily driven by lower Road Zipper System revenues as the prior year included a $20 million project that did not repeat. This decrease was partially offset by higher sales of road safety products in the current year.

Gross profit for the sixnine months ended FebruaryMay 28,31, 2026 of $92.5$140.3 million decreased 1816 percent from $112.5$166.1 million for the sixnine months ended FebruaryMay 28,31, 2025. The decrease in gross profit was driven by lower revenues in both irrigation and infrastructure. Gross margin was 29.529.6 percent of sales for the sixnine months ended FebruaryMay 28,31, 2026 compared with 31.8 percent of sales for the sixnine months ended FebruaryMay 28,31, 2025. Lower irrigation gross margin resulted mainly from a higher proportioninput ofcosts internationaland irrigationfixed projectcost revenuedeleverage inon thelower currentunit yearsales that was dilutive to gross margin.volumes. Infrastructure gross margin also decreased due to the $20 million project that did not repeat, resulting in an unfavorable impact on gross margin.

Operating expenses of $59.8$89.2 million for the sixnine months ended FebruaryMay 28,31, 2026 increaseddecreased $0.4 millionslightly compared with $59.4$89.3 million for the sixnine months ended FebruaryMay 28,31, 2025. Increases in selling and R&Dengineering and research expenses were partially offset by lower administrative expenses.

The Company recorded other income of $4.8$6.9 million and $2.2$4.2 million for the sixnine months ended FebruaryMay 28,31, 2026 and 2025, respectively. The increase in the current year period was driven by favorable changes related to interest income and interest expense and was partially offset by foreign currency losses of $1.5 million in the current year compared to foreign currency gains of $0.3$0.2 million in the prior year.

The Company recorded income tax expense of $8.9$13.6 million and $11.5$17.7 million for the sixnine months ended FebruaryMay 28,31, 2026 and 2025, respectively. The effective income tax rate was 23.723.5 percent and 20.821.9 percent for the sixnine months ended FebruaryMay 28,31, 2026 and 2025, respectively. The estimated annual effective tax rate in both the current and prior year was 22.3 percent. The current year isincludes higheran thanunfavorable theimpact prior year primarily due toof withholding taxestax associated with cash repatriation.repatriation but is fully offset by a favorable impact from jurisdictional earnings mix. The current year period effective tax rate includes an unfavorable discrete impact of $0.7 million, primarily related to share-based compensation vesting, while the prior year included a favorable discrete impact of discrete$0.3 items in the prior year was not significant.million.

The Company's cash, cash equivalents, and marketable securities totaled $186.1$154.8 million at FebruaryMay 28,31, 2026 compared with $186.7$210.8 million at FebruaryMay 28,31, 2025 and $250.6 million at August 31, 2025. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, investments in marketable securities, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $115.4$107.4 million, $93.8$108.5 million, and $97.4 million as of FebruaryMay 28,31, 2026, FebruaryMay 28,31, 2025, and August 31, 2025, respectively. The Company does not consider earnings in foreign subsidiaries to be permanently reinvested and accrues applicable taxes on its foreign subsidiaries' earnings. The Company does not expect the repatriation of these funds, and any applicable taxes, to have a significant impact on the Company’s overall liquidity.

Net working capital was $333.9$316.7 million at FebruaryMay 28,31, 2026, as compared with $381.8$397.0 million at FebruaryMay 28,31, 2025 and $389.2 million at August 31, 2025. Cash provided by operating activities totaled $24.0$30.6 million during the sixnine months ended FebruaryMay 28,31, 2026, compared to cash provided by operating activities of $33.9$68.9 million during the sixnine months ended FebruaryMay 28,31, 2025. The current year period included lower net earnings and a moreless favorable impact of changes in working capital compared to the prior year period.

Cash flows used in investing activities totaled $28.7$38.4 million during the sixnine months ended FebruaryMay 28,31, 2026 compared to $39.2$48.4 million during the sixnine months ended FebruaryMay 28,31, 2025. Purchases of property, plant, and equipment were $27.5$35.5 million, compared to $18.9$28.3 million in the prior year. The prior year also includes purchases of marketable securities,securities and the purchase of an equity method investment, and net proceeds related to net investment hedges, eachboth of which did not repeat in the current year.

Cash flows used in financing activities totaled $63.4$92.4 million during the sixnine months ended FebruaryMay 28,31, 2026 compared to cash flows used in financing activities of $9.8$14.4 million during the sixnine months ended FebruaryMay 28,31, 2025. During the current year, the Company repurchased $55.5$80.7 million of common shares compared to $1.4$2.7 million in the prior year.

In the secondthird quarter of fiscal 2026, the Company paid a quarterly cash dividend to stockholders of $0.37 per common share, or $3.8 million, compared to a quarterly cash dividend of $0.36 per common share, or $3.9 million, in the secondthird quarter of fiscal 2025.

The Company’s Board of Directors previously authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares could be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. In November 2025, the Company's Board of Directors authorized a new share repurchase program of up to $150.0 million of the Company's outstanding common stock. During the three and sixnine months ended FebruaryMay 28,31, 2026, the Company repurchased $25.2 million and $55.5$80.7 million of common shares, respectively, compared to $1.4$1.2 million and $2.7 million for both the three and sixnine months ended FebruaryMay 28,31, 2025.2025, respectively. The share repurchases completed in the first quarter of fiscal 2026 depleted the previous $250.0 million share repurchase authorization. As of FebruaryMay 28,31, 2026, the amount available for repurchase under the current $150.0 million authorization amounted to $125.0$100.0 million.

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2030. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At FebruaryMay 28,31, 2026 and 2025, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At FebruaryMay 28,31, 2026, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.034.98 percent at FebruaryMay 28,31, 2026), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at FebruaryMay 28,31, 2026).

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At FebruaryMay 28,31, 2026 and 2025, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.