Terex reported $65 million net income for Q3 2025

Cover page 5 changes

4 unchanged paragraphs

For the quarterly period ended June September 30, 2025

19 unchanged paragraphs

Number of outstanding shares of common stock: 65.6 million as of July 28, October 27, 2025.

The Exhibit Index begins on page 48 50 .

This Quarterly Report on Form 10-Q filed by Terex Corporation generally speaks as of June September 30, 2025 unless specifically noted otherwise. Unless otherwise indicated, Terex Corporation, together with its consolidated subsidiaries, is hereinafter referred to as "Terex," the "Registrant," "us," "we," "our" or the "Company."

32 unchanged paragraphs

For the Quarterly Period Ended June September 30, 2025

1 unchanged paragraph

Financial statements 95 changes

3 unchanged paragraphs

Net sales $ 1,487 $ 1,382 $ 2,716 $ 2,674

Cost of goods sold ( 1,196 ) ( 1,053 ) ( 2,195 ) ( 2,048 )

Gross profit 291 329 521 626

Operating profit 129 193 198 351

Net sales $ 1,387 $ 1,212 $ 4,103 $ 3,886

Cost of goods sold ( 1,105 ) ( 967 ) ( 3,300 ) ( 3,015 )

Gross profit 282 245 803 871

Selling, general and administrative expenses ( 162 142 ) ( 136 123 ) ( 323 465 ) ( 275 398 )

Operating profit 140 122 338 473

1 unchanged paragraph

Interest income 2 2 4 6

Interest expense ( 44 ) ( 15 ) ( 87 ) ( 30 )

Net income (loss) $ 72 $ 141 $ 93 $ 249

Interest income 3 3 7 9

Interest expense ( 45 ) ( 13 ) ( 132 ) ( 44 )

Other income (expense) – net 2 ( 6 4 ) ( 13 ) 16 ( 4 ) ( 28 )

Income (loss) before income taxes 89 174 115 311 94 99 209 410

(Provision for) benefit from income taxes ( 17 29 ) ( 33 11 ) ( 22 51 ) ( 62 73 )

Net income (loss) $ 65 $ 88 $ 158 $ 337

1 unchanged paragraph

Basic $ 1.10 $ 2.09 $ 1.41 $ 3.71

Diluted $ 1.09 $ 2.08 $ 1.40 $ 3.68

Basic $ 0.99 $ 1.32 $ 2.40 $ 5.03

Diluted $ 0.98 $ 1.31 $ 2.38 $ 4.98

1 unchanged paragraph

Basic 65.6 67.2 66.0 67.1

Diluted 65.9 67.7 66.5 67.8

Comprehensive income (loss) $ 146 $ 114 $ 199 $ 193

Basic 65.6 66.9 65.9 67.0

Diluted 66.2 67.4 66.4 67.7

Comprehensive income (loss) $ 57 $ 152 $ 256 $ 345

4 unchanged paragraphs

Other assets 556 496

Cash and cash equivalents $ 374 509 $ 388

Receivables (net of allowance of $ 10 and $ 9 at June September 30, 2025 and December 31, 2024, respectively)

Inventories 1,255 1,207 1,147

Prepaid and other current assets 151 206 142

Total current assets 2,684 2,743 2,320

Property, plant and equipment – net 742 738 714

Goodwill 1,102 1,089 1,093

Intangible assets – net 1,068 1,048 1,107

Other assets 548 496

Total assets $ 6,152 6,166 $ 5,730

1 unchanged paragraph

Current portion of long-term debt 10 13 4

Trade accounts payable 766 696 580

Accrued compensation and benefits 120 127 117

Other current liabilities 397 439 372

Total current liabilities 1,293 1,275 1,073

1 unchanged paragraph

Long-term debt, less current portion 2,583 2,580 2,580

Other non-current liabilities 311 294 245

Total liabilities 4,187 4,149 3,898

2 unchanged paragraphs

Common stock, $ 0.01 par value – authorized 300.0 shares; issued 85.5 and 85.1 shares at June September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 927 934 921

Retained earnings 2,035 2,087 1,964

Accumulated other comprehensive income (loss) ( 276 284 ) ( 382 )

Less cost of shares of common stock in treasury – 20.6 and 19.4 shares at June September 30, 2025 and December 31, 2024 ( 722 721 ) ( 672 )

Total stockholders' equity 1,965 2,017 1,832

Total liabilities and stockholders' equity $ 6,152 6,166 $ 5,730

21 unchanged paragraphs

Net income (loss) — — — 65 — — 65

Other comprehensive income (loss) – net of tax — — — — ( 8 ) — ( 8 )

Issuance of common stock related to compensation — — 1 — — — 1

Compensation under stock-based plans – net — — 6 — — — 6

Dividends — — — ( 12 ) — — ( 12 )

Other — — — ( 1 ) — 1 —

Balance at September 30, 2025

18 unchanged paragraphs

Net income (loss) — — — 88 — — 88

Other comprehensive income (loss) – net of tax — — — — 64 — 64

Issuance of common stock related to compensation — — 1 — — — 1

Compensation under stock-based plans – net — — 4 — — — 4

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock ( 0.3 ) — — — — ( 12 ) ( 12 )

Other — — — ( 1 ) — — ( 1 )

Balance at September 30, 2024

4 unchanged paragraphs

Net income (loss) $ 93 158 $ 249 337

1 unchanged paragraph

Depreciation and amortization 79 30 120 45

Stock-based compensation expense 18 18 25 23

Inventory and other non-cash charges — 25 20 23

1 unchanged paragraph

Receivables ( 236 ) ( 184 )

Inventories ( 59 ) ( 86 )

Receivables ( 163 ) ( 122 )

Inventories ( 73 ) ( 45 )

Trade accounts payable 184 26 140 ( 109 )

Other assets and liabilities — 9 ( 43 15 )

Foreign exchange and other operating activities, net 2 ( 2 1 ) 12

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 15 more changes in the filing

Note A: BASIS OF PRESENTATION 18 changes

Basis of Presentation and Principles of Consolidation. The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of June September 30, 2025 and for the three and six nine months ended June September 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by U.S. GAAP to be included in full-year financial statements. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for year ended December 31, 2024.

1 unchanged paragraph

In the opinion of management, adjustments considered necessary for the fair statement of these interim financial statements have been made. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three and six nine months ended June September 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

Accounting Standards to be Implemented. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure in the rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciliation items in some categories if the items meet a quantitative threshold. The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating expects the impact of this guidance on its disclosures adoption to the result in expanded income tax disclosures in its consolidated financial statements with no impact to its financial position, results of operations or cash flows.

1 unchanged paragraph

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted. The Company does not expect adoption to have a material effect on its consolidated financial statements.

Receivables and Allowance for Doubtful Accounts. Receivables include $ 811 734 million and $ 560 million of trade accounts receivable at June September 30, 2025 and December 31, 2024, respectively. Trade accounts receivable are recorded at invoiced amount and do not bear interest. Allowance for doubtful accounts is the Company's estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer assessments, current financial conditions, and reasonable and supportable forecasts. Account balances are charged off against the allowance when the Company determines the receivable will not be recovered. There can be no assurance that the Company's estimate of accounts receivable collection will be indicative of future results.

2 unchanged paragraphs

Provision for credit losses 1 3

Balance as of June September 30, 2025

(1) Includes utilization of established reserves, net of recoveries and the impact of foreign exchange rate changes.

Revenue Recognition. The Company estimated that $ 31 37 million and $ 20 million at June September 30, 2025 and December 31, 2024, respectively, in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period. Remaining consideration pertains to contracts with multiple performance obligations and multi-year service agreements which are typically recognized as the performance obligation is satisfied. We expect to recognize approximately 51 53 % of the Company's unsatisfied (or partially satisfied) performance obligations as revenue through 2026, 24 % in 2027, and 15 12 % in 2028, with the remaining balance to be recognized in 2029 and thereafter. The Company applied the standard's practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized. Current contract liabilities are recorded in Other current liabilities and non-current contract liabilities are recorded in Other non-current liabilities in the Company's Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized . The Company had no contract assets as of June September 30, 2025 and December 31, 2024.

June September 30, 2025 December 31, 2024

2 unchanged paragraphs

Supplier Finance. The Company has supplier finance programs to pay third-party banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Terex or the bank may terminate the agreement upon 30 days' notice. The supplier invoices that have been confirmed as valid under the program require payment in full within 60-90 days of invoice date. Confirmed obligation amounts outstanding were $ 33 36 million and $ 25 million at June September 30, 2025 and December 31, 2024, respectively. Confirmed obligation amounts outstanding were included in Trade accounts payable in the Company's Condensed Consolidated Balance Sheet.

5 unchanged paragraphs

Accruals for warranties issued during the period 25 37

Changes in estimates 6 7

Settlements during the period ( 30 47 )

Foreign exchange effect/other 2 ( 1 )

Balance as of June September 30, 2025

Fair Value Measurements. Assets and liabilities measured at fair value on a recurring basis under the provisions of Accounting Standards Codification ("ASC") 820, "Fair Value Measurement and Disclosure" ("ASC 820") include identifiable assets acquired and liabilities assumed in a business combination discussed in Note D – "Acquisitions and Divestitures"; commodity swaps, cross currency swaps and foreign exchange contracts discussed in Note I – "Derivative Financial Instruments"; and debt discussed in Note J – "Long-Term Obligations". These instruments assets and liabilities are valued using observable market data for similar assets and liabilities or the present value of future cash payments and receipts. ASC 820 establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's assumptions (unobservable inputs). The hierarchy consists of three levels:

4 unchanged paragraphs

Note B: BUSINESS SEGMENT INFORMATION 93 changes

8 unchanged paragraphs

Net sales $ 607 $ 454 $ 430 $ 1,491

Three Months Ended June September 30, 2025

Net sales $ 537 $ 417 $ 435 $ 1,389

1 unchanged paragraph

Corporate and Other / Eliminations ( 4 2 )

5 unchanged paragraphs

Corporate and Other / Eliminations ( 27 15 )

3 unchanged paragraphs

Six Months Ended June 30, 2025

Net sales $ 1,057 $ 836 $ 829 $ 2,722

Nine Months Ended September 30, 2025

Net sales $ 1,594 $ 1,253 $ 1,264 $ 4,111

1 unchanged paragraph

Corporate and Other / Eliminations ( 6 8 )

5 unchanged paragraphs

Corporate and Other / Eliminations ( 53 67 )

3 unchanged paragraphs

Net sales $ 732 $ 499 $ 152 $ 1,383

Three Months Ended June September 30, 2024

Net sales $ 619 $ 444 $ 151 $ 1,214

1 unchanged paragraph

Corporate and Other / Eliminations ( 1 2 )

5 unchanged paragraphs

Corporate and Other / Eliminations ( 18 17 )

3 unchanged paragraphs

Six Months Ended June 30, 2024

Net sales $ 1,355 $ 1,019 $ 303 $ 2,677

Nine Months Ended September 30, 2024

Net sales $ 1,974 $ 1,463 $ 454 $ 3,891

1 unchanged paragraph

Corporate and Other / Eliminations ( 3 5 )

5 unchanged paragraphs

Corporate and Other / Eliminations ( 39 56 )

3 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Total $ 39 $ 15 $ 78 $ 30

Total $ 40 $ 15 $ 119 $ 45

1 unchanged paragraph

Total $ 24 $ 24 $ 60 $ 59

Total $ 24 $ 29 $ 84 $ 88

Corporate and Other / Eliminations ( 647 576 ) ( 621 )

Total $ 6,152 6,166 $ 5,730

3 unchanged paragraphs

North America $ 458 $ 201 $ 426 $ 2 $ 1,087

Western Europe 87 128 — — 215

Asia-Pacific 29 80 1 — 110

North America $ 387 $ 179 $ 430 $ — $ 996

Western Europe 92 105 — — 197

Asia-Pacific 28 90 2 — 120

1 unchanged paragraph

(2) Total sales for all segments in the aggregate include $ 992 $929 million for the three months ended June September 30, 2025 attributable to the U.S., the Company's country of domicile.

1 unchanged paragraph

North America $ 789 $ 372 $ 822 $ 2 $ 1,985

Western Europe 154 223 — — 377

Asia-Pacific 54 156 2 — 212

North America $ 1,176 $ 551 $ 1,252 $ 2 $ 2,981

Western Europe 246 328 — — 574

Asia-Pacific 82 246 4 — 332

1 unchanged paragraph

(2) Total sales for all segments in the aggregate include $ 1,809 $2,737 million for the six nine months ended June September 30, 2025 attributable to the U.S., the Company's country of domicile.

1 unchanged paragraph

North America $ 501 $ 242 $ 149 $ 1 $ 893

Western Europe 132 116 — — 248

Asia-Pacific 50 88 2 1 141

North America $ 454 $ 204 $ 148 $ 3 $ 809

Western Europe 83 108 — — 191

Asia-Pacific 42 87 1 — 130

1 unchanged paragraph

(2) Total sales for all segments in the aggregate include $ 810 748 million for the three months ended June September 30, 2024 attributable to the U.S., the Company's country of domicile.

1 unchanged paragraph

North America $ 909 $ 478 $ 297 $ 3 $ 1,687

Western Europe 257 252 — — 509

Asia-Pacific 91 192 4 1 288

North America $ 1,364 $ 682 $ 445 $ 6 $ 2,497

Western Europe 340 360 — — 700

Asia-Pacific 134 278 5 1 418

1 unchanged paragraph

(2) Total sales for all segments in the aggregate include $ 1,542 2,291 million for the six nine months ended June September 30, 2024 attributable to the U.S., the Company's country of domicile.

4 unchanged paragraphs

Aerial Work Platforms $ 499 $ — $ — $ 1 $ 500

Specialty Equipment — 173 — — 173

Utility Equipment — — 157 — 157

Total $ 607 $ 454 $ 430 $ ( 4 ) $ 1,487

Aerial Work Platforms $ 441 $ — $ — $ 1 $ 442

Materials Processing Equipment — 281 278 — — 281 278

Specialty Equipment — 139 — — 139

Utility Equipment — — 159 — 159

Total $ 537 $ 417 $ 435 $ ( 2 ) $ 1,387

3 unchanged paragraphs

Aerial Work Platforms $ 886 $ — $ — $ 1 $ 887

Specialty Equipment — 317 — — 317

Utility Equipment — — 289 — 289

Total $ 1,057 $ 836 $ 829 $ ( 6 ) $ 2,716

Aerial Work Platforms $ 1,327 $ — $ — $ 1 $ 1,328

Materials Processing Equipment — 518 796 — — 518 796

Specialty Equipment — 456 — — 456

Utility Equipment — — 448 — 448

Total $ 1,594 $ 1,253 $ 1,264 $ ( 8 ) $ 4,103

3 unchanged paragraphs

Specialty Equipment — 168 — — 168

Utility Equipment — — 151 — 151

Total $ 732 $ 499 $ 152 $ ( 1 ) $ 1,382

3 unchanged paragraphs

1 unchanged paragraph

and 13 more changes in the filing

Note C: INCOME TAXES 2 changes

During the three months ended June September 30, 2025, the Company recognized income tax expense of $ 17 29 million on income of $ 89 94 million, an effective tax rate of 18.5 31.4 %, as compared to income tax expense of $ 33 11 million on income of $ 174 99 million, an effective tax rate of 19.2 11.1 %, for the three months ended June September 30, 2024. The lower higher effective tax rate for the three months ended June September 30, 2025 when compared with the three months ended June September 30, 2024 is primarily due to an increase in favorable unfavorable discrete items of which the most significant relates to change in German tax legislation.

During the six nine months ended June September 30, 2025, the Company recognized income tax expense of $ 22 51 million on income of $ 115 209 million, an effective tax rate of 18.9 24.5 %, as compared to income tax expense of $ 62 73 million on income of $ 311 410 million, an effective tax rate of 19.8 17.8 %, for the six nine months ended June September 30, 2024. The lower higher effective tax rate for the six nine months ended June September 30, 2025 when compared with the six nine months ended June September 30, 2024 is primarily due to an increase in favorable unfavorable discrete items of which the most significant relates to change in German tax legislation.

Note E: EARNINGS PER SHARE 5 changes

1 unchanged paragraph

Net income (loss) $ 72 $ 141 $ 93 $ 249

Net income (loss) $ 65 $ 88 $ 158 $ 337

4 unchanged paragraphs

Diluted weighted average shares outstanding 65.9 67.7 66.5 67.8

Diluted weighted average shares outstanding 66.2 67.4 66.4 67.7

1 unchanged paragraph

Non-vested restricted stock awards and restricted stock units ("Restricted Stock") granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share using the treasury stock method. Weighted average Restricted Stock of approximately 0.4 0.1 million and 0.1 million were outstanding during the three months ended June September 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance. Weighted average Restricted Stock of approximately 0.5 0.3 million and 0.1 million were outstanding during the six nine months ended June September 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Note F: INVENTORIES 8 changes

1 unchanged paragraph

Finished equipment $ 478 $ 406

Replacement parts 202 168

Finished equipment $ 461 $ 406

Replacement parts 190 168

Work-in-process 125 117 121

Raw materials and supplies 450 439 452

Inventories $ 1,255 1,207 $ 1,147

Inventory reserves were $ 92 77 million and $ 79 million at June September 30, 2025 and December 31, 2024, respectively.

Note G: PROPERTY, PLANT AND EQUIPMENT 4 changes

2 unchanged paragraphs

Construction in progress 112 84 111

Property, plant and equipment – gross 1,251 1,240 1,182

Less: Accumulated depreciation ( 509 502 ) ( 468 )

Property, plant and equipment – net $ 742 738 $ 714

Note H: GOODWILL AND INTANGIBLE ASSETS 10 changes

4 unchanged paragraphs

Reclass to held-for-sale

Foreign exchange effect and other 3 12 2 9 ( 6 7 ) 9 4

Balance at June September 30, 2025, gross

1 unchanged paragraph

Balance at June September 30, 2025, net

1 unchanged paragraph

June September 30, 2025 December 31, 2024

3 unchanged paragraphs

Technology 12 $ 159 $ ( 19 ) $ 140 $ 159 $ ( 12 ) $ 147

Technology 12 $ 153 $ ( 16 ) $ 137 $ 159 $ ( 12 ) $ 147

1 unchanged paragraph

Other 10 18 ( 9 17 ( 16 ) 1 18 ( 17 ) 1

1 unchanged paragraph

Three Months Ended June 30,

1 unchanged paragraph

Aggregate Amortization Expense $ 20 $ 1 $ 41 61 $ 1 2

1 unchanged paragraph

Note I: DERIVATIVE FINANCIAL INSTRUMENTS 34 changes

1 unchanged paragraph

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 5 1 million and $ 9 million at June September 30, 2025 and December 31, 2024, respectively. Commodity swaps outstanding at June September 30, 2025 mature on or before November 30, 2025. The Company uses commodity swaps to mitigate price risk for hot rolled coil steel. Fair value of commodity swaps are based on observable market data for similar assets and liabilities. Changes in the fair value of commodity swaps are deferred in Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses on commodity swaps are reclassified to Cost of goods sold ("COGS") in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the hedged transaction affects earnings.

1 unchanged paragraph

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 490 million and $ 466 million at June September 30, 2025 and December 31, 2024, respectively. The Company uses these cross currency swaps to mitigate its exposure to changes in foreign currency exchange rates related to a net investment in a Euro-denominated functional currency subsidiary. Fair values of cross currency swaps are based on the present value of future cash payments and receipts. Changes in the fair value of cross currency swaps are deferred in AOCI. Gains or losses on cross currency swaps are reclassified to Selling, general and administrative expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the net investment is liquidated.

1 unchanged paragraph

The Company enters into foreign exchange contracts to manage variability of future cash flows associated with changing currency exchange rates. Foreign currency exchange contracts, whether designated or not designated as cash flow hedges, are used to mitigate exposure to changes in foreign currency exchange rates on recognized assets and liabilities or forecasted transactions. Fair values of these contracts are derived using quoted forward foreign exchange prices to interpolate values of outstanding trades at the reporting date based on their maturities. Foreign exchange contracts outstanding at June September 30, 2025 mature on or before December 31, 2025.

The Company had $ 160 149 million and $ 314 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at June September 30, 2025 and December 31, 2024, respectively. The majority of gains and losses recognized from foreign exchange contracts not designated as hedging instruments are offset by changes in the underlying exposures the contracts are intended to mitigate, resulting in no material net impact on earnings. Changes in the fair value of these derivative financial instruments are recognized as gains or losses in COGS and Other income (expense) – net in the Condensed Consolidated Statement of Comprehensive Income (Loss). The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at June September 30, 2025 and December 31, 2024.

2 unchanged paragraphs

Cross currency swaps - net investment hedge Other current assets 4 $ 3 $ — $ 7 $ —

Cross currency swaps - net investment hedge Other non-current assets — 4 — 7 —

3 unchanged paragraphs

Cross currency swaps - net investment hedge Other non-current liabilities ( 63 62 ) — — —

Net derivative asset (liability) $ ( 62 58 ) $ ( 1 ) $ 13 $ —

4 unchanged paragraphs

Total $ ( 35 ) $ ( 48 ) Total $ ( 1 ) $ ( 2 )

June September 30, 2025 Income Statement Account Three Months Ended

Commodity swaps $ 2 — $ 3 Cost of goods sold $ ( 1 — $ ( 2 )

Cross currency swaps - net investment hedge ( 37 ) 3 ( 51 48 ) Selling, general and administrative expenses — —

Total $ 3 $ ( 45 ) Total $ — $ ( 2 )

3 unchanged paragraphs

Total $ — $ 4 Total $ — $ —

Commodity swaps $ ( 2 1 ) $ ( 3 4 ) Cost of goods sold — $ — $ 1

Cross currency swaps - net investment hedge 2 7 ( 8 ) ( 1 ) Selling, general and administrative expenses — —

Total $ ( 9 ) $ ( 5 ) Total $ — $ 1

3 unchanged paragraphs

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,196 1,105 ) $ ( 2,195 3,300 ) $ ( 44 45 ) $ ( 87 132 )

1 unchanged paragraph

Commodity swaps ( 1 ) ( 2 ) — —

Commodity swaps — ( 2 ) — —

1 unchanged paragraph

Total $ ( 1 ) $ ( 2 ) $ 2 $ 3

Cross currency swaps - net investment hedge — — 2 3 5

Total $ — $ ( 2 ) $ 2 $ 5

2 unchanged paragraphs

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,053 967 ) $ ( 2,048 3,015 ) $ ( 15 13 ) $ ( 30 44 )

Gain (loss) reclassified from AOCI into Income (loss):

Commodity swaps — 1 — —

1 unchanged paragraph

Total $ — $ — $ 1 $ 2

Cross currency swaps - net investment hedge — — 1 2 3

Total $ — $ 1 $ 1 $ 3

3 unchanged paragraphs

Total $ 1 $ ( 2 ) $ 2 $ ( 3 )

Foreign exchange contracts Cost of goods sold $ — $ ( 1 ) 2 $ 1 $ ( 2 —

Foreign exchange contracts Other income (expense) – net 1 — 1 — 1 ( 1 )

Total $ — $ 2 $ 2 $ ( 1 )

2 unchanged paragraphs

See Note L - "Stockholders' Equity" for unrealized net gains (losses), net of tax, included in AOCI. Within unrealized net gains (losses) included in AOCI as of June September 30, 2025, it is estimated that approximately $ 1 million the Company expects an immaterial amount of gains are expected losses to be reclassified into earnings in the next twelve months.

Note J: LONG-TERM OBLIGATIONS 14 changes

2 unchanged paragraphs

On May 8, 2023, the Company and certain of its subsidiaries entered into Amendment No. 1 ("Amendment No. 1") to the Credit Agreement, with the lenders and issuing banks party thereto and CSAG. The principal changes contained in Amendment No. 1 relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate ("SOFR"). The Credit Agreement contemplated uncommitted incremental amounts in excess of $ 300 million that may be extended by the lenders, at their option, as long as the Company satisfies the maximum permitted level of senior secured leverage as defined in the Credit Agreement.

On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No. 2 (the "Amendment No. 2") to the Credit Agreement dated as of April 1, 2021 (the "Amended Credit Agreement No. 2"), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent.

The Amendment No. 2 (i) increased the size of the Company's existing revolving credit facilities to $ 800 million and extended the maturity of the Company's existing revolving credit facilities to expire on October 8, 2029 (the "New Revolving Credit Facilities") and (ii) provided for a new seven-year term loan facility in an aggregate principal amount of $ 1,250 million with a maturity date of October 8, 2031 (the "New Term Facility", together with the New Revolving Credit Facilities, the "New Credit Facilities"). In addition, the Amended Credit Agreement No. 2 increased the size of the letter of credit facility. The Amended Credit Agreement No. 2 provides for the issuance of letters of credit (the "L/C Facility") of up to $ 500 million (the utilization of which would decrease availability under the New Revolving Credit Facilities) and permits the Company to have additional secured facilities for the issuance of letters of credit outside of the Amended Credit Agreement No. 2 (the "Additional L/C Facility") of up to $ 400 million (the utilization of which would not decrease availability under the New Revolving Credit Facilities). The aggregate amount of letters of credit which the Company may issue under the L/C Facility and the Additional L/C Facility may not at any time exceed $ 500 million, of which up to $ 400 million may be issued under the Additional L/C Facility. Borrowings under the New Term Facility initially bear interest at a per annum rate equal to Term SOFR, plus 2.00 % subject to a stepdown of 0.25 % based on achieving and maintaining a first lien net leverage ratio equal to or less than 0.50 x.

On August 12, 2025, the Company and certain of its subsidiaries entered into a Refinancing Facility Agreement and Amendment No. 3 (the "Amendment No. 3") to the Credit Agreement dated as of April 1, 2021 (the "Amended Credit Agreement"), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent. The principal changes contained in the Amendment No. 3 are (i) the Company's U.S. Dollar denominated term loans will now bear interest at a rate of SOFR plus 1.75 %. Previously, the U.S. Dollar denominated term loans outstanding were priced at SOFR plus 2.00 %, (ii) the spread on the revolving credit facilities was reduced by 12.5 to 25 basis points and (iii) Terex International Financial Services Company Unlimited Company was removed as a borrower.

The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and default provisions. The covenants limit, in certain circumstances, the Company's ability to take a variety of actions, including, but not limited to: incurring or guaranteeing additional indebtedness or issuing preferred equity; creating or maintaining liens; making investments; paying dividends or making other restricted payments; consolidating or merging or transferring all or substantially all of the Company's assets and the assets of the Company's subsidiaries; transferring or selling assets, including stock of the Company's subsidiaries; and redeeming debt. In particular, the New Revolving Credit Facilities requires require the Company to maintain a first lien net leverage ratio of not more than 3.00 x, which will be tested only if more than 30 % of the total revolving credit commitments extended under the New Revolving Credit Facilities are utilized as of the last day of any fiscal quarter, subject to certain exclusions. The New Term Facility does not have the benefit of, or have any rights with respect to, the financial maintenance covenant. The Amended Credit Agreement provides for customary events of default which include, among other things, (subject in certain cases to customary grace and cure periods) defaults based on (i) the failure to make payments under the Indenture when due, (ii) breach of covenants, (iii) the occurrence of a default under other material indebtedness, (iv) a change of control, (v) bankruptcy events and (vi) material judgments. The Company was in compliance with all covenants contained in the Amended Credit Agreement as of June September 30, 2025.

The Company had no Revolver amounts outstanding at June September 30, 2025 and December 31, 2024, respectively.

3 unchanged paragraphs

June September 30, 2025 December 31, 2024

2 unchanged paragraphs

Bilateral Arrangements 58 48

Bilateral Arrangements 36 48

In April 2021, the Company sold and issued $ 600 million aggregate principal amount of Senior Notes Due 2029 ("5% Notes") at par in a private offering. The proceeds from the 5 % Notes, together with cash on hand, was used: (i) to fund redemption and discharge of 5-5/8% Senior Notes and (ii) to pay related premiums, fees, discounts and expenses. The 5 % Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries. The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of June September 30, 2025 and December 31, 2024. The Company may redeem the 5 % Notes in whole or in part, on or after May 15, 2024, at the redemption prices set forth in an indenture dated as of April 1, 2021.

On October 8, 2024, the Company sold and issued $ 750 million aggregate principal amount of Senior Notes Due 2032 ("6.25% Notes") at par in a private offering. The proceeds from the 6.25 % Notes, together with new term loan borrowings under the New Term Facility and cash on hand, were used to consummate the Company's acquisition of ESG, and to pay the related fees, costs, and expenses. The 6.25 % Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries. The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of June September 30, 2025 and December 31, 2024.

1 unchanged paragraph

In October 2023, the Company entered into a Framework Agreement to transfer value added tax ("VAT") receivables to a financial institution in exchange for cash in advance. This arrangement was accounted for as a secured borrowing with a pledge of collateral for the cash proceeds received, as the transfer does not meet the criteria for sale accounting. As a result, the VAT receivables pledged as collateral remain in receivables and a liability of $ 20 million and $ 18 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of June September 30, 2025 and December 31, 2024, respectively. The long term debt classification is based on estimated timing of VAT refund from the Italian government which is expected to be greater than 12 months.

The Company estimates the fair value of its debt set forth below as of June September 30, 2025, as follows (in millions, except for quotes):

1 unchanged paragraph

5% Notes $ 600 0.97125 0.98250 $ 583 590

2 unchanged paragraphs

Note K: LITIGATION AND CONTINGENCIES 1 change

3 unchanged paragraphs

For credit guarantees outstanding as of June September 30, 2025 and December 31, 2024, the maximum exposure determined was $ 68 61 million and $ 72 million, respectively. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years . The allowance for credit losses on credit guarantees was $ 8 million and $ 7 million at June September 30, 2025 and December 31, 2024, respectively.

1 unchanged paragraph

Note L: STOCKHOLDERS' EQUITY 9 changes

1 unchanged paragraph

The table below presents changes in AOCI by component for the three and six nine months ended June September 30, 2025 and 2024. All amounts are net of tax (in millions).

1 unchanged paragraph

Beginning balance $ ( 292 ) $ ( 6 ) $ ( 2 ) $ ( 50 ) $ ( 350 ) $ ( 262 ) $ ( 1 ) $ ( 3 ) $ ( 50 ) $ ( 316 )

Beginning balance $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 ) $ ( 290 ) $ ( 1 ) $ ( 3 ) $ ( 49 ) $ ( 343 )

8 unchanged paragraphs

Ending balance $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 ) $ ( 289 ) $ ( 1 ) $ ( 3 ) $ ( 50 ) $ ( 343 )

Ending balance $ ( 193 ) $ ( 38 ) $ ( 2 ) $ ( 51 ) $ ( 284 ) $ ( 215 ) $ ( 10 ) $ ( 2 ) $ ( 52 ) $ ( 279 )

1 unchanged paragraph

During the six nine months ended June September 30, 2025, the Company awarded 0.9 1 million shares of Restricted Stock to its employees with a weighted average fair value of $ 40.96 41.31 per share. Approximately 62 64 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants. Approximately 26 25 % cliff vest at the end of a three-year period and are subject to performance targets that may or may not be met and for which the performance period has not yet been completed. Approximately 12 11 % cliff vest and are based on performance targets containing a market condition determined over a three-year period.

6 unchanged paragraphs

In July 2018, Terex's Board of Directors ("Board") authorized the repurchase of up to $ 300 million of the Company's outstanding shares of common stock. In December 2022, Terex's Board authorized the additional repurchase of up to $ 150 million of the Company's outstanding shares of common stock. In July 2025, the Board authorized a further repurchase of up to $ 150 million of the Company's outstanding shares of common stock. The table below presents shares repurchased, inclusive of transactions executed but not settled, by the Company under these programs.

2 unchanged paragraphs

Year First Quarter Second Quarter Third Quarter

In July October 2025, the Board declared a dividend of $ 0.17 per share, which will be paid on September December 19, 2025 to the Company's stockholders of record as of August 11, November 10, 2025. Additionally, the Board authorized an additional repurchase of up to $ 150 million of the Company's outstanding shares of common stock.

MD&A 128 changes

7 unchanged paragraphs

We discuss forward-looking information related to expected earnings per share ("EPS") excluding the impact of potential future acquisitions, divestitures, restructuring, tariffs, trade policies and other unusual items. Our 2025 outlook for EPS is a non-GAAP financial measure because it excludes unusual items. The Company is We are not able to reconcile these forward-looking non-GAAP financial measures to their our most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is we are 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's our full-year 2025 GAAP financial results. This forward-looking information provides guidance to investors about our EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations.

2 unchanged paragraphs

Safety is a top priority, not only for our team members, but also our customers. All Terex team members contribute to our effort of continuing to provide products and services for our customers, while maintaining a safe working environment.

Macro cross-currents continue to impact end market demand and channel dynamics. We view the One Big Beautiful Bill Act as largely positive as key provisions, particularly the reinstatement of 100% bonus depreciation, are supportive of equipment demand and increased U.S. industrial activity. Moreover, the bill includes new bonus depreciation for Qualified Production Property, allowing newly constructed non-residential real estate to benefit from 100% bonus depreciation, which we believe will support increased US manufacturing capital expenditures. The bill also allocates significant funds to construction spending, particularly border infrastructure and defense. Running counter to these policy tailwinds are persistently high interest rates and tariff-related uncertainty that continue to impact capital decisions in certain areas.

A key strength of the Terex portfolio is the diversification of our end markets. Last year's Environmental Solutions Group ("ESG") acquisition significantly expanded our exposure to the waste and recycling end market. Waste and Recycling now represents approximately 30% of our global revenue and is characterized by low cyclicality and steady growth. Utilities makes up about 10% and is growing due to the need to expand and strengthen the power grid. About 15% of our business is related to Infrastructure where significant investment continues to be put in place in the United States and around the world. These three markets, representing more than half of our revenue, are highly resilient and less exposed to macroeconomic or geo-political dynamics than other areas. Another benefit of the ESG acquisition was the opportunity to unlock considerable synergy value across Terex. We are running well ahead of our initial targets and continue to find more opportunities for leverage across our portfolio of businesses.

Our overall performance in the quarter was in line with our expectations, despite tight monetary policies, changing trade policies and geopolitical tensions. This is a testament to the strength of the Terex portfolio that headwinds faced by Aerials were offset by continued strong performance in ES and MP delivering on its planned sequential improvements. Net sales of $1.5 billion grew 8% year over year. Excluding ESG, our legacy sales declined by 12%, consistent with our expectation. Our operating margin was 8.7%, down 530 basis points year over year, consistent with our planned sequential improvement. Stronger ES margins offset lower than expected margins in Aerials. Our bookings trends have returned to normal seasonal patterns. Our backlog remains healthy at $2.2 billion and supports our outlook for the second half of 2025.

Aerials second quarter 2025 sales of $607 million was consistent with our expectations but the customer mix was more heavily weighted to our national customers than we anticipated. Independent customers were cautious and held back on capital expenditure deployment given the high degree of macro uncertainty. National customers continue to benefit disproportionately from mega-projects and infrastructure construction and they continued to execute their replacement-focused capex plans. Aerials operating margin improved sequentially on better manufacturing absorption, but was lower than we expected largely because of customer mix.

MP second quarter 2025 sales of $454 million were 9% lower than last year, but in line with our expected increase from first quarter 2025. We continue to see high fleet utilization rates in the United States and normalization of dealer stock levels. However, macro uncertainty and high interest rates remain a headwind for rent to own conversions and the European market remained weak in the quarter. As expected, MP began to improve operating margins from the first quarter levels, increasing to 10.8% in the second quarter. Most of the improvement was in the Aggregates vertical while the Cranes and Handling businesses remained challenging.

Our ES segment had another strong quarter, generating $430 million in sales with year over year and sequential growth in both ESG and Terex Utilities. Within ESG, operational improvements drove margin gains on Heil refuse collection vehicles and Marathon compactors. Utilities benefited from a positive customer and product mix and improved operational execution.

Safety remains a top priority for Terex, both for our team members and our customers. Our global team continues to execute well in a dynamic environment, delivering products and services while maintaining a safe and efficient workplace.

Terex is well positioned from a manufacturing footprint standpoint as about 75% of our 2025 US machine sales are expected to be generated by products that we produce in at least one of our 11 US manufacturing facilities. That said, higher tariff rates continue to have a transitory impact on our 2025 financial performance. The most notable tariff-related change during the quarter occurred in mid-August when the U.S. Bureau of Industry and Security added 407 HS codes to the scope of the Section 232 tariffs on steel and aluminum. Unlike other tariffs, the 50% rate under the Section 232 tariffs only applies to the value of the non-US steel content in an imported item. On a macro level, we view the One Big Beautiful Bill Act and more accommodative monetary policy to be stimulative for our domestic end markets which may help mitigate headwinds from tariffs and other external challenges.

Our overall performance in the quarter continued to be solid despite on-going tariff challenges, headwinds in certain markets, and macro uncertainty. ES continued to grow and deliver strong margins. MP achieved over 12% operating margin at trough-level volumes, and Aerials delivered better than expected margins in the quarter. Net sales of $1.4 billion grew 14% year over year. Excluding ESG, our legacy sales declined by 8%. Operating margin improved sequentially to 10.1%, flat year over year. Our backlog remains healthy at $1.8 billion, providing visibility into the fourth quarter and supporting our full-year outlook.

Aerials third quarter 2025 sales of $537 million were consistent with our expectations. Aerials operating margin of 8.4% was up compared to Q2, but down 180 basis points year over year, due to lower volume and unfavorable customer mix, partially offset by a favorable discrete item of approximately $18 million and cost reductions. Tariff-related impacts, particularly from the expanded scope of Section 232 steel and aluminum tariffs, began to affect Aerials machines and components manufactured in Monterrey, Mexico. Despite this, Aerials maintains a strong competitive position as one of only two U.S.-based aerial manufacturers with significant domestic production. Approximately 70% of Aerials products sold in the U.S. are manufactured domestically, including nearly all booms and scissors. The Aerials team continues to execute cost reduction and supply chain action plans to mitigate tariff-related inflation.

MP third quarter 2025 sales of $417 million were 6% lower than last year, consistent with our expectations. Global Aggregates sales were modestly higher than last year, growing in all regions, while Concrete and Cranes sales declined. MP generated 12.5% operating margin in Q3, consistent with our expectations as cost control and pricing actions largely offset the tariff impact. We expect to see margin improvement in MP as we close out 2025.

Our ES segment had another excellent quarter, generating $435 million of sales with 14% year-over-year growth on a pro forma basis. The strong growth was driven by improved throughput and delivery of refuse collection vehicles and utilities trucks. ES delivered 13.3% operating margin, with continued sequential margin expansion at Utilities.

In the second third quarter of 2025, our largest market remained North America, which represented approximately 73% 72% of our global sales. As compared to the prior year, sales were up in North America, driven by the ESG acquisition, slightly up in Western Europe, and down in all Asia Pacific and other major geographies. regions. Adding ESG made Terex a more US-centric company, which we believe is advantageous in the current geopolitical environment. Based on 2025 We are seeing more signs of stability in construction markets, with a more encouraging outlook approximately 75% for infrastructure and industrial related spending growth in the medium to longer-term. We are also encouraged by increasing adoption of our U.S. machine sales is generated by products that we produce in our 11 manufacturing locations in emerging markets such as India, Southeast Asia, the United States. Middle East, and Latin America.

We continued to execute our capital allocation strategy as we made strategic investments in our businesses and we returned capital to shareholders. We continued to maintain ample liquidity and as of June September 30, 2025, we had $1.2 $1.3 billion in available liquidity, with no near-term debt maturities. 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 provided by (used in) operating activities to free cash flow.

We are closely following the administration's approach to international trade policy and the responses from countries around the world. The majority of the products we sell in the United States, we make in the United States which largely limits our exposure. Moreover, we initiated mitigation actions last year and in the first half of 2025 in anticipation of additional tariffs, leveraging our global capabilities to manage the impact. Like other industrial companies, we have a global supply base and are exposed to tariffs on imported material. A key element of our tariff mitigation plan was is working closely with our global suppliers to absorb the added cost and forward-place inventory in the United States to buffer the impact of the new tariffs. In addition, we are leveraging the global sourcing capabilities we developed during the first Trump administration and the post-Covid supply chain crisis to re-balance supply to more favorable sources, among other actions. As a global company with a significant footprint in the United States and around the world, we have optionality and are ready to take additional actions if needed. See Part II, Item 1A. – "Risk Factors" for a detailed description of the risks resulting from the imposition of new, postponed or increased international tariffs.

We continue to expect growth in 2025, anticipating net sales of $5.3 to $5.5 billion, as a result of the ESG acquisition more than offsetting year-over-year declines in legacy sales. We are maintaining our full-year earnings per share outlook of between $4.70 and $5.10 on lower legacy operating profit, partially offset by ESG accretion. Our outlook assumes that We now expect the full year net unfavorable impact of tariffs on EPS to be approximately $0.70, assuming tariffs broadly remain at current rates. and reasonable deals are made with key countries. It is important to realize we are operating in a complex environment with many macroeconomic variables and geopolitical uncertainties, so results could change, negatively or positively.

1 unchanged paragraph

In the calculation of ROIC, we adjust operating profit, annualized 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 of Directors ("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 June September 30, 2025 was 12.3%. 11.9%.

1 unchanged paragraph

Sep '25 Jun '25 Mar '25 Dec '24 Sep '24 Jun '24

4 unchanged paragraphs

Debt $ 2,593 $ 2,593 $ 2,586 $ 2,584 $ 628 $ 666

Less: Cash and cash equivalents (509) (374) (298) (388) (352) (319)

Debt less Cash and cash equivalents 2,084 2,219 2,288 2,196 276 347

3 unchanged paragraphs

June 30, 2025 ROIC 12.3 %

September 30, 2025 ROIC 11.9 %

NOPAT as adjusted (last 4 quarters) $ 421 456

1 unchanged paragraph

Three months ended 6/30/2025 9/30/2025 Three months ended 3/31/2025 6/30/2025 Three months ended 12/31/2024 3/31/2025 Three months ended 9/30/2024 12/31/2024

4 unchanged paragraphs

Deal related 3 3 5 2 —

1 unchanged paragraph

As of 9/30/2025 As of 6/30/2025 As of 3/31/2025 As of 12/31/2024 As of 9/30/2024 As of 6/30/2024

1 unchanged paragraph

Stockholders' equity as reported $ 2,017 $ 1,965 $ 1,844 $ 1,832 $ 1,957 $ 1,824

2 unchanged paragraphs

Deal related 24 21 16 2 2

Purchase price accounting 84 67 50 32 — —

Deal related 26 22 19 14 —

1 unchanged paragraph

Stockholders' equity as adjusted $ 2,094 $ 1,947 $ 1,899 $ 1,974 $ 1,830

Stockholders' equity as adjusted $ 2,166 $ 2,088 $ 1,941 $ 1,893 $ 1,968

3 unchanged paragraphs

As reported $ 115 $ (22) 18.9 %

As reported $ 209 $ (51) 24.5 %

5 unchanged paragraphs

As adjusted $ 190 $ (30) 15.7 %

Tax related to full-year effective tax rate expectation — 3 6

Tax related to Swiss deferred tax asset — 4 6

As adjusted $ 314 $ (49) 15.6 %

(1) The amount represents tax benefit arising from foreign tax legislative changes, in addition to tax planning associated with restructuring activity.

1 unchanged paragraph

Three Months Ended June September 30, 2025 Compared with Three Months Ended June September 30, 2024

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 1,487 — $ 1,382 — 7.6 %

Gross profit 291 19.6 % 329 23.8 % (11.6) %

Net sales $ 1,387 — $ 1,212 — 14.4 %

Gross profit 282 20.3 % 245 20.2 % 15.1 %

Net sales for the three months ended June September 30, 2025 increased $105 $175 million when compared to the same period in 2024, primarily due to sales generated from the recently acquired ESG business, partially offset by lower end-market demand in North America across most product lines and geographies within Aerials and MP's North America Aggregates as well as the concrete business within MP.

Gross profit for the three months ended June September 30, 2025 decreased $38 increased $37 million when compared to the same period in 2024, primarily due to strong ESG performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials, partially offset by the impact of lower sales volume within Aerials and MP, as well as unfavorable mix and tariffs within Aerials. partially offset by strong ESG performance.

SG&A expenses for the three months ended June September 30, 2025 increased $26 $19 million when compared to the same period in 2024, primarily due to additional compensation cost related to the recently acquired ESG business, as well as higher restructuring and integration costs, partially offset by lower compensation cost reductions within Aerials and MP.

Operating profit for the three months ended June September 30, 2025 decreased $64 increased $18 million when compared to the same period in 2024, primarily due to strong ESG performance, an Aerials discrete item and cost reductions within Aerials and MP, partially offset by the impact of lower legacy sales volume, as well as unfavorable mix and tariffs in Aerials. partially offset by strong ESG performance and cost reduction actions within Aerials and MP.

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 607 — $ 732 — (17.1) %

Net sales $ 537 — $ 619 — (13.2) %

Net sales for the three months ended June September 30, 2025 decreased $125 $82 million when compared to the same period in 2024, primarily due to lower end-market demand in North America across most product lines and geographies as rental customers deployed allocated less capital expenditures, focusing primarily on replacement requirements.

Operating profit for the three months ended June September 30, 2025 decreased $69 $18 million when compared to the same period in 2024, primarily due to lower sales volume, as well as unfavorable mix and tariffs, partially offset by cost reduction actions. Sales to independent rental customers were down proportionately more than sales a favorable discrete item of approximately $18 million pertaining to national rental customers. the release of a customs-related contingency and cost reductions.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 454 — $ 499 — (9.0) %

Net sales $ 417 — $ 444 — (6.1) %

Net sales for the three months ended June September 30, 2025 decreased $45 $27 million when compared to the same period in 2024, primarily due to lower channel requirements and end-market demand in our North America Aggregates concrete business.

Operating profit for the three months ended June September 30, 2025 decreased $28 $4 million when compared to the same period in 2024, primarily due to lower sales volume, and higher restructuring costs, partially offset by cost reduction actions. reductions.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Net sales 430 — 152 — 182.9 %

Net sales $ 435 — $ 151 — 188.1 %

Net sales for the three months ended June September 30, 2025 increased $278 $284 million when compared to the same period in 2024, primarily due to sales generated by the recently acquired ESG business and growth driven by strong throughput and delivery of refuse collection vehicles and strong book-to-bill installs in Terex utilities trucks. See Note D - "Acquisitions and Dispositions" in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Operating profit for the three months ended June September 30, 2025 increased $42 $38 million when compared to the same period in 2024, primarily due to operating profit generated by the recently acquired ESG business. and continued margin improvements in both ESG and Terex Utilities. See Note D - "Acquisitions and Dispositions" in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ (4) — $ (1) — (300.0) %

Net sales $ (2) — $ (2) — — %

2 unchanged paragraphs

Net sales for the three months ended June 30, 2025 decreased $3 million when compared to the same period in 2024, primarily due to changes in intercompany eliminations.

Operating loss for the three months ended June September 30, 2025 increased $9 decreased $2 million when compared to the same period in 2024. The increase decrease in operating loss is primarily due to integration lower compensation costs, and unfavorable impact of changes in foreign exchange rates. partially offset by intercompany eliminations.

1 unchanged paragraph

Interest expense, net of interest income, for the three months ended June September 30, 2025 and 2024 was $42 million and $13 $10 million, respectively. The increase in expense is primarily due to the issuance of additional debt in the fourth quarter of 2024 to finance the ESG acquisition.

1 unchanged paragraph

Other income (expense) – net was an income expense of $2 $4 million and an expense of $6 $13 million for the three months ended June September 30, 2025 and 2024, respectively. The increase decrease in income expense is primarily due to net gains recorded on equity securities. lower deal related costs and favorable impact of changes in foreign exchange rates.

During the three months ended June September 30, 2025, we recognized income tax expense of $17 $29 million on income of $89 $94 million, an effective tax rate of 18.5%, 31.4%, as compared to income tax expense of $33 $11 million on income of $174 $99 million, an effective tax rate of 19.2%, 11.1%, for the three months ended June September 30, 2024. The lower higher effective tax rate for the three months ended June September 30, 2025 when compared with the three months ended June September 30, 2024 is primarily due to an increase in favorable unfavorable discrete items of which the most significant relates to change in German tax legislation.

1 unchanged paragraph

Six Months Ended June 30,

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") (H.R.1) was signed in to law by the President of the United States. The OBBBA contains significant provisions impacting corporate taxation in the U.S. with multiple effective dates. Among the changes effective in 2025 are modifications to capitalization of domestic research and development costs, accelerated depreciation of fixed assets and other qualifying property, as well as limitations on deductions for interest expense. Changes effective in 2026 include, among others, modifications to certain international tax provisions. We are currently evaluating The provisions impacts of the OBBBA to assess their impact on are reflected in our financial position, results of operations and cash flows. for the quarter ended September 30, 2025. There was no material effect on our income tax expense or effective tax rate.

Six Nine Months Ended June September 30, 2025 Compared with Six Nine Months Ended June September 30, 2024

Nine Months Ended September 30,

1 unchanged paragraph

Net sales $ 2,716 — $ 2,674 — 1.6 %

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

10 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

6 unchanged paragraphs

6 unchanged paragraphs

and 48 more changes in the filing

Market risk 6 changes

2 unchanged paragraphs

Our products are sold in over 100 countries around the world. The reporting currency for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries' currencies, including the Euro, British Pound, Chinese Yuan, Indian Rupee, Australian Dollar, Indian Rupee and Mexican Peso. Those assets, liabilities, expenses, revenues and earnings are translated into U.S. dollars at the applicable foreign exchange rates to prepare our condensed consolidated financial statements. Therefore, increases or decreases in foreign exchange rates between the U.S. dollar and those other currencies affect the value of those items as reflected in our condensed consolidated financial statements, even if their value remains unchanged in their original currency. Due to continued volatility of foreign exchange rates to the U.S. dollar, fluctuations in foreign exchange rates may have an impact on the accuracy of our financial guidance. Such fluctuations in foreign exchange rates relative to the U.S. dollar may cause our actual results to differ materially from those anticipated and have a material adverse effect on our business or results of operations. We assess foreign currency risk based on transactional cash flows, identify naturally offsetting positions and purchase hedging instruments to partially offset anticipated exposures.

At June September 30, 2025, we performed a sensitivity analysis on the impact that aggregate changes in the translation effect of foreign exchange rate changes would have on our operating income. Based on this sensitivity analysis, we have determined that a strengthening or weakening of the U.S. dollar relative to other currencies by 10% to amounts already incorporated in the financial statements for the six nine months ended June September 30, 2025 would have had approximately a $10 $21 million impact on the translation effect of foreign exchange rate changes already included in our reported operating income for the six month period nine months ended June September 30, 2025.

We are exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing issuances of variable rate debt. Primary exposure includes movements in benchmark rates. We manage our exposure to interest rate risk by establishing a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain a ratio of floating and fixed rates on this mix of indebtedness using interest rate derivatives when necessary. At June September 30, 2025, 48% of our debt was floating rate debt and the weighted average interest rate of our total debt was 5.59%. 5.40%.

At June September 30, 2025, we performed a sensitivity analysis for our financial instruments that have interest rate risk. We calculated the pretax earnings effect on our interest sensitive instruments. Based on this sensitivity analysis, we have determined that an increase of 10% in our average floating interest rates at June September 30, 2025 would not have materially increased interest expense during the period.

In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain of our businesses receive materials and components from a single source supplier, although alternative suppliers of such materials may be generally available. Delays in our suppliers' abilities, especially any sole suppliers for a particular business, to provide us with necessary materials and components may delay production at a number of our manufacturing locations, or may require us to seek alternative supply sources. Delays in obtaining supplies may result from a number of factors affecting our suppliers, including capacity constraints, regulatory changes, freight and container availability, labor disputes, suppliers' impaired financial condition, suppliers' allocations to other purchasers, weather emergencies, pandemics or acts of war or terrorism. Any delay in receiving supplies could impair our ability to deliver products to our customers and, accordingly, could have a material adverse effect on our business, results of operations and financial condition. Current and potential suppliers are evaluated regularly on their ability to meet our requirements and standards. We actively manage our material sourcing, and employ various methods to limit risk associated with commodity cost fluctuations and availability. The overall continuity of material supply into our manufacturing operations has been stable in the first half three quarters of 2025. We have designed and implemented plans to mitigate the impact of these risks by using alternate suppliers, expanding our supply base globally, leveraging our overall purchasing volumes to obtain favorable pricing and quantities, developing a closer working relationship with key suppliers and purchasing hedging instruments to partially offset anticipated exposures.

Principal materials and components used in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, cab chassis, electric controls and motors, semiconductors, and a variety of other commodities and fabricated or manufactured items. Inflationary pressure on certain purchased components have continued has persisted while the cost of U.S. steel has increased remained volatile throughout the first half three quarters of 2025, driven by restocking demand and doubling an increase of Section 232 tariffs on steel from 25% to 50%, which now apply to a broader range of steel and derivative products. Additionally, import of certain purchased components and parts may be impacted by the implications of sanctions preventing the use of iron and steel from Russia in such components and parts. The U.S. government has imposed tariffs on certain foreign goods from a variety of countries and regions that it perceives as engaging in unfair trade practices. Tariffs on certain foreign origin goods continue to put pressure on input costs. 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, and prudent sourcing. If we become unable to recover a substantial portion of any increased tariff related costs from our customers, suppliers, duty draw-back, or other available avenues, the imposition of the new or increased international tariffs could materially and adversely affect our business, financial condition and results of operations. We will continue to monitor international trade policy and will make adjustments to our supply base where possible to mitigate the impact on our costs. For more information on commodities risk, see Part I, Item 1A. – "Risk Factors" in our Annual Report on Form 10-K and Part II Item 1A – "Risk Factors" of this Quarterly Report.

Controls and procedures 2 changes

1 unchanged paragraph

We maintain disclosure controls and procedures that are designed to ensure information required to be disclosed in reports we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission's rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required financial disclosure. In connection with the preparation of this Quarterly Report on Form 10-Q, we carried out an evaluation, under supervision and with participation of our management, including the CEO and CFO, as of June September 30, 2025, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) under the Exchange Act. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June September 30, 2025.

1 unchanged paragraph

There were no changes in our internal control over financial reporting that occurred during the quarter ended June September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged paragraph

Risk factors 1 change

3 unchanged paragraphs

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, the end of certain tariff exclusions, and the increasing amount of new and proposed tariffs, could further destabilize global trade and economic conditions in many of the regions where we do business. Modifying our business operations to continuously adapt to or comply with rapidly evolving tariffs may be time-consuming and costly. If we become unable to recover a substantial portion of any tariff related costs from our customers, suppliers, duty draw-back, or other available avenues, it could materially and adversely affect our business, financial condition and results of operations.

23 unchanged paragraphs

Unregistered sales of stock 10 changes

1 unchanged paragraph

The following table provides information about our purchases during the quarter ended June September 30, 2025 of our common stock that is registered by us pursuant to the Exchange Act.

5 unchanged paragraphs

April 1, 2025 - April 30, 2025

May 1, 2025 - May 31, 2025

June 1, 2025 - June 30, 2025

Total 652,984 $35.59 601,863 $33,005

July 1, 2025 - July 31, 2025

August 1, 2025 - August 31, 2025

September 1, 2025 - September 30, 2025

Total 6,680 $50.46 — $183,005

1 unchanged paragraph

(2) In December 2022, our Board of Directors authorized the repurchase up to $150 million of our outstanding shares of common stock. In July 2025, our Board authorized a further repurchase of up to $150 million of our outstanding shares of common stock.

Other information 1 change

During the three months ended June September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.

Exhibits 3 changes

1 unchanged paragraph

3.1 Amended 10.1 Refinancing Agreement and Restated Bylaws of Terex Corporation Amendment No. 3 (incorporated by reference to Exhibit 3.1 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated May 14, August 12, 2025, and filed with the Commission on May 16, August 14, 2025) .

13 unchanged paragraphs

Date: July October 31, 2025 /s/ Jennifer Kong-Picarello

3 unchanged paragraphs

Date: July October 31, 2025 /s/ Stephen A. Johnston

2 unchanged paragraphs