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

The imposition of newnew, postponed or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations.

Rising international tariffs, including any tariffs applied to goods traded between the U.S. and China, the U.S. and Mexico and the U.S. and Canada, could materially and adversely affect our business and results of operations. The U.S. government has previouslycontinued andto now again recently imposedimpose tariffs on certaina broad range of foreign goods from aan varietyincreasing number of countries and regions that it perceives as engaging in unfair trade practices. Foreign governments have imposed, and may imposecontinue into the future,impose, retaliatory tariffs on goods that their countries importimports from the U.S. as well as other barriers to trade. Such changes can make it difficult or costly for us to do business in, or import our products from, thosesuch countries. For example, tariffs on certain Chinese origin goods impact the cost of material and machines we import directly from our manufacturing operations in China, as well as the cost of material and components imported on our behalf by suppliers. The indirect impact of inflationary pressure on costs throughout the supply chain and the direct impact, for example, on costs for machines we import fromoutside ourof manufacturingthe operations in China,U.S., leads to higher input costs and potentially lower margins on certain products we sell. In addition, increasing tariffs imposed by the Chinese government on U.S. importsimports, and the potential imposition of tariffs by other countries on U.S. imports, have made the cost of some of our products more expensive for our Chinesenon-U.S. customers.customers and such costs could further increase.

We have been able to mitigate some effects of tariffs through the U.S. government’s duty draw-back mechanism, tariff exclusion process, footprint utilization, pricing actions and prudent sourcing. However, withthe end of certain tariff exclusions endingexclusions, and withthe anyincreasing amount of new and proposed tariffs, it could further negatively impactdestabilize global trade and economic conditions in many of the regions where we do business. SuchThe tariffs may result in significant increases in our materialextent and componentduration costsof the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as recent legal challenges to the U.S.’s imposition of tariffs, negotiations between the U.S. and affected countries, the responses of other countries or regions, relief that may be granted, availability and cost of machineryalternative importedsources directlyof from our international manufacturing operations, which may make our products less cost competitivesupply and reduce gross margins. It may also adversely impact demand for our products in certainaffected locations.markets. It may be time-consuming and costly for us to modifyModifying our business operations to continuously adapt to or comply with suchrapidly tariffs.evolving tariffs may be time-consuming and costly. If we become unable to recover a substantial portion of any increased tariff related costs,costs thefrom recentour customers, suppliers, duty draw-back, or increasedother internationalavailable tariffsavenues, it could materially and adversely affect our business, financial condition and results of operations.

Demand for our products is affected by the general strength of the economies in which we sell our products, customers’ perceptions concerning the timing of economic cycles, customers’ replacement or repair cycles, prevailing interest rates, residential and non-residential construction spending, government spending priorities, capital expenditure allocations of our customers, the timing of regulatory standard changes, oil and gas related activity and other factors. The last several years have been marked by geopolitical instability, including themultiple conflictglobal between Russia and Ukraine as well as Israel and Hamas,conflicts, social concerns, supply chain and freight constraints, a pandemic, labor shortages and wage increases, high inflation, slower economic growth, high interest rates, foreign currency exchange volatility, recessions, tariffs and recessions,potential international trade wars, all of which have increased ongoing economic uncertainty and instability in the global markets. This instability can make it extremely difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. Some of our customers also depend substantially on government funding of highway construction, maintenance and other infrastructure projects. Policies of governments attempting to address local deficit or structural economic issues could have a material impact on our customers and markets. There is an expectation of significant infrastructure and government spending, including in relation to the Infrastructure Investment and Jobs Act, the Inflation Reduction Act and the CHIPS and Science Act. Any decrease or delay in government funding of highway construction and maintenance, other infrastructure projects and overall government spending could cause our revenues and profits to decrease.

RecentThe channelcurrent adjustmentsmarket environment generally reflect macro uncertainty, high interest rates, geopolitical uncertainties, and shorter delivery lead times. We cannot provide any assurance that there will not be continued, increased global economic weakness and recessions based on the above uncertainties or other factors. TheAdditionally, changes in trade agreements, the continued imposition of tariffs by the United StatesStates, could trigger the adoption ofretaliatory tariffs by other countries asand well. Anyany resulting escalation of trade tensions, including a trade war, could have a significant adverse effect on world trade and the world economy. If economic conditions in the U.S., Europe and other key markets weaken, we may experience further negative impacts to our net sales, financial condition, profitability and cash flows, which could result in the need for us to record impairments.

Following our recent REV Transaction and the acquisition of ESGESG, our debt levels have now increased significantly. Our ability to make required payments of principal and interest on our increased debt levels will depend on future performance of our combined businesses, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, our credit agreement contains financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. While we are currently in compliance with the financial covenants, increases in our debt or decreases in our earnings could cause us to fail to comply with these financial covenants. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on our financial position, results of operation and debt service capability.

Some of our dealers and customers rely on financing with third parties to purchase our products.

We rely on sales of our products to generate cash from operations. Significant portions of our sales are financed by third-party finance companies on behalf of our dealers and customers. The availability and terms of financing to dealers and retail purchasers by third parties is affected by general economic conditions, credit worthiness of our individual dealers and customers and estimated residual value of our equipment. Deterioration in credit quality of our customers or dealers, or estimated residual value of our equipmentequipment, could negatively impact the ability of our customers or dealers to obtain resources they need to purchase our equipment. SomeAlthough we assist our customers and dealers with arranging their financing with third parties for purchases of our products, some of our customers and dealers have been unable to obtain the credit they need to buy our equipment.products. There can be no assurance third-party finance companies will continue to extend credit to our customers.customers and dealers. Additionally, a decrease in the availability of financing, more restrictive lending practices or an increase in the cost of wholesale financing can prevent dealers from carrying adequate levels of inventory, which limits product offerings available to the end customer and could lead to reduced sales of our products. For some businesses, a small number of financial institutions provide our dealers’ total financed products outstanding in a floor plan financing program at any point in time. Substantial increases in interest rates and decreases in the general availability of credit may have an adverse impact upon our business and results of operations.

High interest rates could have a dampening effect on the financial condition of some of our customers and dealers and their ability to repay credit obligations. As a result, some of our customers and dealers may need to cancel existing orders and some may be compelled to sell their equipment at less than fair value to raise cash, which could have a negative impact on residual values of our equipment. These economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results.

We are exposed to losses from providing credit support to some of our customers.customers and dealers.

We may assistwith customers in theirthe rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, dealers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances. The expectation of losses or non-performance is assessed based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors. Many of these factors, including the assessment of a customer’s or dealer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty. Our maximum liability is generally limited to our customer’s remaining payments due to the third-party financial institutions at the time of default.default or repurchase of the products. In the event of a customer default, we are generally able to recover and dispose of the equipment at a minimumminimal loss, if any, to us.

During periods of economic weakness, collateral underlying our guarantees of indebtedness of customers can decline sharply, thereby increasing our exposure to losses. In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers werewas to deteriorate further or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. Historically, losses related to guarantees have been immaterial; however, there can be no assurance that our historical experience with respect to guarantees will be indicative of future results.

•uncertainties and instability in global and regional economic conditions, including changes related to market conditions caused by heightened inflation, economic recessions, and significant interest rate fluctuations;

•ongoing political instability and uncertainties, including, but not limited to, the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the relationship between China and the U.S. and other actual or anticipated military or political conflicts;

As a global manufacturer, quotas, duties, tariffs and the possibility of an escalation or further developments of current trade conflicts could continue to negatively impact global trade and economic conditions in many of the regions where we do business. See the Risk Factor entitled “The imposition of newnew, proposed or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations” for additional details.

The Coalition of American Manufacturers of Mobile Access Equipment, an alliance of mobile access equipment producers in the U.S. of which we are a member, pursued anti-dumping and countervailing cases against unfairly traded Chinese imports of mobile access equipment. The U.S. Department of Commerce has issued countervailing and anti-dumping duty rates on mobile access equipment from China. If these duties are not enough to offset the subsidies provided by the Chinese government to Chinese mobile access equipment manufacturers and/or if the duties are modified as a result of any appeal process, we may continue to operate at a disadvantage to Chinese manufacturers. This could result in reduced demand for our products in the U.S. and have an adverse effect on our business or results of operations. Similarly, following an official complaint by several of our EU competitors, the European Commission recently concluded an anti-dumping investigationand anti-subsidy investigations into mobile access equipment imported from China. As a result of thethese anti-dumping investigation,investigations, the European Commission imposed a range of anti-dumping duties on manufacturers who produce equipment in China, with most of the highest duties assigned to Chinese owned competitors. If suchanti-dumping and anti-subsidy duties are not enough to offset any subsidies provided by the Chinese government to Chinese manufacturers and/or if their duties are modified as a result of any appeal process, it could result in reduced demand for our products in the E.U. and have an adverse effect on our business or results of operation.

We obtain materials and manufactured components from third-party suppliers. Principal materials and components used in our various manufacturing processes include steel, castings, engines, transmissions, wire harnesses, axles, tires, hydraulics, cylinders, drive trains, cab chassis, electric controls and motors, semiconductors, and a variety of other commodities and fabricated or manufactured items. The cost and availability of these materials, components and final assemblies have varied significantly in past years. While we have seen improvements in the supply chain, additional fluctuations and disruptions are possible due to demand changes, inflation, geopolitical and economic uncertainty, regulatory and policy instability, the imposition of duties and tariffs and trade agreements/barriers, freight availability and costs, wage increases and labor shortages. The Company has mitigated these risks with price increases on our products, recouped tariffs through duty drawback and exclusions, and working with suppliers to ensure optimum pricing and inventory levels. However, if customers become unwilling to accept any future price increases in the Company’s products and the Company is unable to recover a substantial portion of increased costs from our suppliers, or through duty draw-back/exclusions, or otherwise offset the increased costs, then increased fluctuations in costs of materials or inflation generally and supply chain challenges could have a material adverse effect on the Company’s results of operation, profitability, free cash flows, and financial condition.

Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms (MEWPs), and equipment for the electric utility industry. We design, buildbuild, and support products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry. We provide lifecycle support to our customers through our global parts and services organization, and offer complementary digital solutions, designed to help our customers maximize their return on their investment. Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste. Our products are manufactured in North America, Europe, and Asia Pacific and sold worldwide. We engage with customers through all stages of the product life cycle, from initial specification to parts and service support. We report our business in the following segments: (i) MP,ES, (ii) AWP,MP, and (iii) ESG.Aerials.

In this document, we refer to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. Management believes that presenting these non-GAAP financial measures providesprovide investors with additional analytical tools which are useful in evaluating our operating results and the ongoing performance of our underlying businesses because they (i) provide meaningful supplemental information regarding financial performance by excluding impact of one-time items and other items affecting comparability between periods, (ii) permit investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our core operating performance across periods, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our financial results. We do not, nor do we suggest that investors consider, such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative (“SG&A”) expenses and operating profit.

We discuss forward-looking information related to expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and earnings per share (“EPS”) excluding the impact of potential future acquisitions, divestitures, restructuringrestructuring, tariffs, trade policies and other unusual items. Our 20252026 outlook for EBITDA and EPS is a non-GAAP financial measure because it excludes unusual items. TheWe Company isare not able to reconcile these forward-looking non-GAAP financial measures to theirour most directly comparable forward-looking GAAP financial measures without unreasonable efforts because thewe Company isare unable to predict with a reasonable degree of certainty the exact timing and impact of such items. The unavailable information could have a significant impact on the Company’sour full year 20252026 GAAP financial results. This forward-looking information provides guidance to investors about our EBITDA and EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations.

Working capital is calculated using the Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payablepayable, Customer advances and CustomerShort-term advances.unearned revenue. We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business. Trailing three months annualized net sales is calculated using net sales for the most recent quarter end multiplied by four. The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency.

Non-GAAP measures also include Net Operating Profit After Tax (“NOPAT”) as adjusted, incomeoperating (loss) from operationsprofit as adjusted, effective tax rate as adjusted and stockholders’ equity as adjusted, which isare used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.

Safety isremains a top priority,priority for Terex, not only for our team members,members but also our customers. AllIn Terex2025, teamour membersteams contributedelivered our strongest safety performance to our effort of continuing to provide products and services for our customers,date while maintaining areliable safedelivery workingof environment.equipment and services.

In 2024,2025, our largest market remained North America, which represented approximately 66%72% of our global sales. As compared to the prior year, sales were up in North America driven by the ESG acquisition and down in all other major geographies.

ROIC and other Non-GAAP Measures (as calculated below) assist in showing how effectively we utilize capital invested in our operations. ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Stockholders’ equity for the previous five quarters. NOPAT for each quarter is calculated by multiplying IncomeOperating (loss) from operationsprofit by one minus the full year 20242025 effective tax rate as adjusted. Debt is calculated using amounts for Current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC using the last four quarters’ NOPAT as this represents the most recent 12-month period at any given point of determination. In order for the denominator of the ROIC ratio to properly match the operational period reflected in the numerator, we include the average of five quarters’ ending balance sheet amounts so that the denominator includes the average of the opening through ending balances (on a quarterly basis) thereby providing, over the same time period as the numerator, four quarters of average invested capital.

In the calculation of ROIC, we adjust incomeoperating (loss) from operations,profit, effective tax rate, and stockholders’ equity to remove the effects of the impact of certain transactions in order to create a measure that is more useful to understanding our operating results and the ongoing performance of our underlying business excluding the impact of unusual items as shown in the tables below. Our management and Board use ROIC as one measure to assess operational performance, which is also included in certain compensation programs. We use ROIC as a metric because we believe it measures how effectively we invest our capital and provides a better measure to compare ourselves to peer companies to assist in assessing how we drive operational improvement. We believe ROIC measures return on the amount of capital invested in our businesses and is an accurate and descriptive measure of our performance. We also believe adding Debt less Cash and cash equivalents to Stockholders’ equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested. As the tables below show, our ROIC at December 31, 20242025 was 19.4%.11.7%.

Net sales for the year ended December 31, 20242025 decreasedincreased $25$294 million when compared to 20232024, primarily due to sales generated from the recently acquired ESG business, partially offset by lower end-market demand across certainmost product lines and geographies within MP, partially offset by sales generated from the newly acquired ESG businessAerials and increased demand for booms and telehandlers in North America.MP.

Gross profit for the year ended December 31, 20242025 decreased $109$17 million when compared to 20232024, primarily due to the impact of Aerials and MP’s lower sales volume,volume and unfavorable absorption anddue mix,to andproduction higheradjustments severanceas costs,well as tariffs within Aerials, partially offset by coststrong reductions.ES performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials.

IncomeSG&A from operationsexpenses for the year ended December 31, 20242025 decreasedincreased by $111$34 million when compared to 20232024, primarily due to additional compensation costs related to the impactrecently ofacquired lowerESG salesbusiness, volume,a unfavorableone-time absorptionlitigation andrelated mix,charge and higher severancerestructuring and integration costs, partially offset by costgain reductionon the sale of the tower and lowerrough compensationterrain cost.cranes businesses within MP and cost reductions within Aerials and MP.

Net sales for the year ended December 31, 20242025 decreased by $325$221 million when compared to 20232024, primarily due to lower channel adjustmentsrequirements and lower end-market demand across certainmost product lines and geographies.

IncomeOperating from operationsprofit for the year ended December 31, 20242025 decreased $107$18 million when compared to 20232024, primarily due to lower sales volume and unfavorable product and geographic mix as well as higher severance costs,volume, partially offset by gain on sale of tower and rough terrain cranes businesses and cost reductions.

Net sales for the year ended December 31, 20242025 increaseddecreased $74$350 million when compared to 20232024, primarily due to increasedlower end-market demand foracross boomsmost product lines and telehandlers in North America.geographies.

IncomeOperating from operationsprofit for the year ended December 31, 20242025 decreased $29$168 million when compared to 20232024, primarily due to unfavorablelower productsales mix,volume, increased tariff expenses, production adjustments and unfavorablea absorptionone-time fromlitigation reducedrelated production in the second half of the year,charge, partially offset by incrementala profitfavorable achieveddiscrete onitem higherof salesapproximately volume$18 million pertaining to the release of a customs-related contingency and reducedcost SG&A expenses.reductions.

LossNet from operationssales for the year ended December 31, 20242025 decreased $13$4 million when compared to 2023. The decrease in operating loss is2024, primarily due to lower compensation cost and the favorable changes in foreignintercompany exchangeeliminations performance,and partiallylower offsetsales byfor highergovernment severance costs.programs.

During the year ended December 31, 2024,2025, interest expense, net of interest income, was $76$165 million or $20$89 million higher when compared to 20232024, primarily due to the issuance of additional debt in the fourth quarter of 2024 to finance the ESG acquisition, partially offset by reduced borrowing from the revolving line of credit and higher interest income in the current year.acquisition.

Other income (expense) – net for the year ended December 31, 20242025 was an expense of $42$18 million, compared to $1$42 million in 2023.2024. The increasedecrease in expense was primarily due to transactionnet costs related to ESG acquisition and higher mark-to-market lossesgains recorded on an equity investment in 2024 compared to gains recorded in 2023, partially offset by favorable impact of changes in foreign exchange ratessecurities and lower non-servicedeal costrelated portion of pension expensecosts in 2024.2025.

During the year ended December 31, 2024,2025, we recognized income tax expense of $71 million on income of $292 million, an effective tax rate of 24.3%, as compared to income tax expense of $73 million on income of $408 million, an effective tax rate of 17.8%, as compared to income tax expense of $63 million on income of $580 million, an effective tax rate of 10.9%, for the year ended December 31, 2023.2024. The higher effective tax rate for the year ended December 31, 20242025 when compared to the year ended December 31, 20232024 was primarily due to one-timean increase in unfavorable discrete items of which the most significant relates to change in German tax benefit in 2023 derived from recording of a deferred tax asset in relation to our Swiss operations.legislation.

If the qualitative assessment indicates a quantitative analysis should be performed or a quantitative analysis is directly elected, we evaluate goodwill for impairment by comparing the fair value of each of our reporting units to its carrying value, including the associated goodwill. ToWe determineuse a combination of the fair values, we use an income approach,approach along with other relevant market information, derived from a (discounted cash flowflows) modeland tomarket estimateapproach (market multiples) in estimating the fair value of our reporting units. When preparing discounted cash flow models under the income approach, we estimate future cash flows using the reporting unit’s internal multi-year forecast, and a terminal value calculated using a growth rate that we believe is appropriate in light of current and expected future economic conditions. To discount these cash flows, we use our expected weighted average cost of capital, determined using a capital asset pricing model. When using the market method under the market approach, we apply comparable publicly traded companies’ multiples (e.g., earnings, revenues) to our reporting units’ operating results. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any, would be recognized. The loss recognized would not exceed total amount of goodwill allocated to that reporting unit. In connection with the annual impairment test conducted as of October 1, 2024,2025, we bypassed the qualitative assessment and proceeded directly to the quantitative impairment test. The quantitative assessment indicated that each reporting unit had an estimated fair value which substantially exceeded its respective carrying amount at the annual impairment test date.

We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business. At December 31, 2024,2025, we had cash and cash equivalents of $388$772 million and undrawn availability under our revolving line of credit of $800 million, giving us total liquidity of approximately $1,188$1,572 million. During the year ended December 31, 2024,2025, our liquidity increased by approximately $217$384 million from December 31, 20232024, primarily due to ancash increasegenerated from operations, proceeds from sale of business and equity securities, and settlement of net investment hedges, partially offset by cash used in ourcapital revolvingexpenditures, lineshare ofrepurchases credit.and dividends.

•The duration and depth of the global economic volatility resulting from tariffs, trade war, geopolitical uncertainty, inflationary pressures, foreign exchange rate volatility, geopolitical uncertaintyvolatility and high interest rates.

•Sales of our products are subject to general economic conditions, tariffs, weather, competition, translation effect of foreign currency exchange rate changes, and other factors that in many cases are outside our direct control. For example, during periods of economic uncertainty, our customers have delayed purchasing decisions, which in turn reduces cash generated from operations.

We seek to use cash held by our foreign subsidiaries to support our operations and continued growth plans through the funding of capital expenditures, operating expenses or other similar cash needs of worldwide operations. Most of this cash could be used in the U.S., if necessary, without additional tax expense. Incremental cash repatriated to the U.S. would not be expected to result in material foreign income and withholding, U.S. federal or state income tax cost. We will continue to seek opportunities to tax-efficiently mobilize and redeploy funds.

In the second quarter of 2026, our largest market remained North America. Over the past two years, we deliberately shifted our end market exposure to more U.S.-based, resilient and predictable sectors. Our North American sales represented approximately 83% of our total sales during the second quarter of 2026, as compared to the corresponding period in the prior year, where our North America sales represented 73% of total sales. We continue to execute our capital allocation strategy by driving more operational cash through better net working capital management and by returning value to shareholders through dividends and opportunistic share repurchases. Our net working capital as a percentage of trailing three month annualized pro forma net sales was 16.7%15.2% as of MarchJune 31,30, 2026 compared to 20.8%22.8% forfrom the yearsame endedperiod Decemberin 31,the 2025.prior year. We continue to maintain ample liquidity with approximately $1,022$1,097 million available,available as of MarchJune 31,30, 2026. See “Liquidity and Capital Resources” for a detailed description of liquidity and working capital levels, including the primary factors affecting such levels, as well as a reconciliation of net cash usedprovided inby operating activities to free cash flow.

Our key end markets remain resilient with reliable replacement and aftermarket demand,demand. strengthenedIn waste and recycling, long-term demand is supported by thefleet opportunityreplacement, to differentiate through quality, technologyinnovation and lifecycledemographic support.trends, In the waste & recycling market, we are expecting a modest reduction in CAPEX spending fromalthough certain customers in the firstshort halfterm ofcontinue 2026to asmanage theycapital spending and digest recently delivered vehicles.fleet. We anticipateexpect Utilitiesutility market growthdemand to beremain sustainedsupported by increasinglong-term demandinvestment forin the U.S. electrical gridgrid, withincluding majoritytransmission ofexpansion dataand centerfuture relateddata-center-related growth still to come.growth. Demand for Firefire and Emergencyemergency vehicles isremains stable, tied to growing municipal budgets.budgets and replacement demand. In Construction,Aerials weand continueMP, to see robust Infrastructureinfrastructure activity remains robust, supported by government funding.funding Theand a growing pipeline of mega projects continuesthat we expect to expand, providingprovide a tailwind through at least 2030. We are seeing modest improvement in Europe and Australia, however, the outlook in Europe is impacted by macro events. MP also continues to grow its aggregates and material handling businesses in India.

Three Months Ended MarchJune 31,30, 2026 Compared with Three Months Ended MarchJune 31,30, 2025

Net sales for the three months ended MarchJune 31,30, 2026 increased $505$751 million when compared to the same period in 2025, including sales generated from SV of $436$650 million. Excluding the impact of SV, and $28$36 million of sales in the prior year period from the Company’s tower and rough terrain cranes businesses which were sold on October 31, 2025, the increase in Net sales was primarily due to higher shipmentshipments volumesin acrossAerials, most product linesMP and geographiesES in allNorth other segmentsAmerica and positive effects of foreign exchange rate changes.

Selling, general and administrative expenses for the three months ended MarchJune 31,30, 2026 increased $80$47 million when compared to the same period in 2025, driven by the SG&A contribution of $37 million from SV. Excluding the impact of SV, the increase in selling, general, and administrative expense of $10 million was primarily due to incremental intangibles amortization, transaction costs of $17 million and other costs related to the REV TransactionTransaction, including acceleration of stock-basedadditional compensation expense and severance and retention costs, as well as negative effects of foreign exchange rate changes. These decreasesincreases were partially offset by costlower reductionscosts within Corporate,MP Aerialsdue to the absence of the Company’s tower and MP.rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior‑year period results.

Amortization of purchased intangibles for the three months ended MarchJune 31,30, 2026 increased $30$31 million when compared to the same period in 2025, primarily due to the additional amortization expense from purchased intangibles resulting from the REV Transaction.

Interest expense, net of interest income, for the three months ended MarchJune 31,30, 2026 and 2025 was $43$45 million and $41$42 million, respectively. The increase in expense is primarily due to higher revolver borrowings and interest accrued on customer deposits,deposits and higher revolver borrowings, partially offset by lower term loan interest rates and higher interest income.

DuringIncome tax expense for the three months ended MarchJune 31,30, 2026, wewas recognized income tax benefit of $33$29 million on apretax pre-tax lossincome of $126$139 million, resulting in an effective tax rate of 26.5%,20.6%, as compared to income tax expense of $5$17 million on pre-taxpretax income of $26$89 million, resulting in an effective tax rate of 20.3%,18.5%, for the three months ended MarchJune 31,30, 2025. The higher effective tax rate for the three months ended MarchJune 31,30, 2026 when compared with the three months ended MarchJune 31,30, 2025 is primarily due to higher tax related to geographic distribution of income.

Net lossincome for the three months ended MarchJune 31,30, 2026 was $89$110 million compared to Net income of $21$72 million in the same period in 2025. The decreaseincrease in Net income of $110$38 million was primarily due to the factors detailed above.

Adjusted operating profit for the three months ended MarchJune 31,30, 2026 increased $39$81 million when compared to the same period in 2025, primarily due to the Adjusted operating profit generated by REVSV of $58$88 million. Excluding the impact of SV, Adjusted operating profit decreased by $7 million, higher sales volumes in certain segments and cost reductions, partially offsetdriven by higher tariff costcosts within Aerials and unfavorable mix within ESES, partially offset by favorable mix and Aerials.higher volume absorption in MP.

Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 increased $45$87 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $62$94 million. Excluding the impact of SV, Adjusted EBITDA decreased by $7 million, higher sales volumes in in MP and operational improvement initiatives, partially offsetdriven by tariff,higher whichtariff werecosts notwithin in effectAerials in the priorcurrent year period,period and unfavorable mix within Aerials,ES, partially offset by favorable mix and producthigher mixvolume withinabsorption ES.in MP.

Net sales for the three months ended MarchJune 31,30, 2026 increased $13$26 million when compared to the same period in 2025, primarily due to strongincreased throughput and deliveryshipments of utilities products, partially offset by lower shipments of refuse collection vehicles.

Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 decreased $7$6 million when compared to the same period in 2025, primarily due to unfavorablegreater productcontribution mix,from partiallyUtilities, offsetinefficiencies byrelated higherto salesa production ramp up in Utilities, and under-absorption associated with lower refuse collection vehicle volume andwithin synergy realization.ESG.

Net sales for the three months ended MarchJune 31,30, 2026 increased $37$10 million when compared to the same period in 2025,2025. primarily due to higher shipment volumes across most product lines and geographies as well as positive effects of foreign exchange rate changes. These increases were partially offset byExcluding the absencesales of salesimpact from the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior‑year period.period results, net sales increased $46 million. The improvement was primarily driven by increased shipments, particularly for mobile crushers in the U.S. supported by road construction, infrastructure projects, and select commercial building activities.

Net sales and Adjusted EBITDA represent the results of operations of REV from the REV Transaction sincefor Februarythe 2,three months ended June 30, 2026. See Note D - “Acquisitions and Divestitures” in our Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

Net sales for the three months ended MarchJune 31,30, 2026 increased $19$66 million when compared to the same period in 2025, primarily due to increased shipments to national customers for mega projects and positive effectsimpacts of foreignfrom exchange rate changes and higher shipment volumes in Western Europe across most product lines, partially offset by unfavorable mix.changes.

Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 decreased $10$17 million when compared to the same period in 2025. The decrease is2025, primarily due to additionalhigher tariff costs drivenin the current year period and inflationary pressures, partially offset by the REV Transaction which includes higher compensationvolume, costsprice realization and technologycost expenses.actions.