Terex reports $114M net income for Q3 2026

Cover page 6 changes

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For the quarterly period ended June September 30, 2026

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Number of outstanding shares of common stock: 114.3 112.4 million as of July 28, October 27, 2026.

The Exhibit Index begins on page 49 50 .

This Quarterly Report on Form 10-Q filed by Terex Corporation generally speaks as of June September 30, 2026 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.

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our common stock may be affected by factors different from those previously disclosed, and may decline as a result of the transaction with REV;

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For the Quarterly Period Ended June September 30, 2026

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Financial statements 111 changes

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Net sales $ 2,238 $ 1,487 $ 3,972 $ 2,716

Cost of goods sold ( 1,794 ) ( 1,179 ) ( 3,321 ) ( 2,160 )

Gross profit 444 308 651 556

Net sales $ 2,197 $ 1,387 $ 6,169 $ 4,103

Cost of goods sold ( 1,762 ) ( 1,088 ) ( 5,083 ) ( 3,248 )

Gross profit 435 299 1,086 855

Selling, general and administrative expenses ( 209 199 ) ( 162 142 ) ( 451 650 ) ( 323 465 )

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Operating profit 187 129 105 198

Operating profit 183 140 288 338

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Interest income 5 2 9 4

Interest expense ( 50 ) ( 44 ) ( 97 ) ( 87 )

Income before income taxes 139 89 13 115

(Provision for) benefit from income taxes ( 29 ) ( 17 ) 4 ( 22 )

Income from continuing operations 110 72 17 93

Interest income 5 3 14 7

Interest expense ( 49 ) ( 45 ) ( 147 ) ( 132 )

Other (expense) income net ( 3 4 ) 2 ( 4 ) ( 8 ) ( 4 )

Income before income taxes 135 94 147 209

Provision for income taxes ( 21 ) ( 29 ) ( 16 ) ( 51 )

Income from continuing operations 114 65 131 158

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Net income $ 110 $ 72 $ 21 $ 93

Net income $ 114 $ 65 $ 135 $ 158

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Income from continuing operations $ 0.97 $ 1.10 $ 0.16 $ 1.41

Income from continuing operations $ 1.01 $ 0.99 $ 1.22 $ 2.40

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Net income $ 0.97 $ 1.10 $ 0.20 $ 1.41

Net income $ 1.01 $ 0.99 $ 1.26 $ 2.40

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Income from continuing operations $ 0.96 $ 1.09 $ 0.16 $ 1.40

Income from continuing operations $ 1.00 $ 0.98 $ 1.21 $ 2.38

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Net income $ 0.96 $ 1.09 $ 0.20 $ 1.40

Net income $ 1.00 $ 0.98 $ 1.25 $ 2.38

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Basic 113.6 65.6 104.5 66.0

Diluted 114.2 65.9 105.4 66.5

Net income $ 110 $ 72 $ 21 $ 93

Comprehensive income $ 110 $ 146 $ 9 $ 199

Basic 113.3 65.6 107.5 65.9

Diluted 114.0 66.2 108.3 66.4

Net income $ 114 $ 65 $ 135 $ 158

Other comprehensive income (loss) 74 1 ( 12 8 ) 106 ( 11 ) 98

Comprehensive income $ 115 $ 57 $ 124 $ 256

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Receivables (net of allowance of $ 10 and $ 9 at June September 30, 2026 and December 31, 2025) respectively)

Inventories 1,656 1,631 1,109

Prepaid and other current assets 156 236 132

Total current assets 3,376 3,398 2,725

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Other assets 381 329

Goodwill 2,558 2,513 1,091

Intangible assets net 2,906 2,901 1,027

Long-term deferred tax asset 157 151 207

Other assets 367 329

Total assets $ 10,344 10,296 $ 6,139

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Trade accounts payable 1,022 683

Current portion of long-term debt 4 $ 24 $ 6

Trade accounts payable 986 683

Accrued compensation and benefits 165 172 123

Short-term customer advances 242 271 44

Other current liabilities 424 476 331

Total current liabilities 1,857 1,929 1,187

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Long-term debt, less current portion 2,683 2,554 2,578

Long-term customer advances 187 176 20

Long-term deferred tax liabilities 396 411 8

Other non-current liabilities 296 268 251

Total liabilities 5,419 5,338 4,044

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Common stock, $ 0.01 par value authorized 300.0 shares; issued 134.4 and 85.5 shares at June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,817 3,829 942

Retained earnings 2,121 2,216 2,139

Accumulated other comprehensive loss ( 277 276 ) ( 265 )

Shares of common stock in treasury 20.8 22.0 and 20.6 shares at June September 30, 2026 and December 31, 2025 ( 737 812 ) ( 722 )

Total stockholders equity 4,925 4,958 2,095

Total liabilities and stockholders equity $ 10,344 10,296 $ 6,139

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Other comprehensive income (loss) net of tax

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Other comprehensive income net of tax 1 1

Stock compensation expense 12 12

Vestings of restricted stock, net of employee tax withholdings ( 1 ) ( 1 )

Dividends ( 19 ) ( 19 )

Acquisition of treasury stock ( 1.2 ) ( 74 ) ( 74 )

Balance at September 30, 2026

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Net income (loss) 65 65

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

Stock compensation expense 7 7

Dividends ( 12 ) ( 12 )

Balance at September 30, 2025

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and 31 more changes in the filing

Note A: BASIS OF PRESENTATION 25 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, 2026 and for the three and six nine months ended June September 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2025 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 the year ended December 31, 2025.

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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, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026.

Effective January 1, 2026, the Company made a voluntary change to classify and present the amortization of finite-lived intangibles related to Customer relationships and Trade names as operating expenses rather than in Cost of goods sold. The amortization expense related to Technology, Land use rights, and Other intangible assets will remain classified and presented in Cost of goods sold. We believe this change in classification and presentation better aligns the costs that are directly associated with generating revenue. The change in classification and presentation has been reflected in the Condensed Consolidated Statements of Income and Comprehensive Income, with retrospective application of the change to the prior periods presented. The impact of this change to the comparative period was an increase to operating expense and related decrease to Cost of goods sold of $ 17 million and $ 35 52 million for the three and six nine months ended June September 30, 2025, respectively.

Merger Transaction. On October 29, 2025, the Company entered into a definitive merger agreement with REV Group, Inc. ( REV ), a publicly traded manufacturer and distributor of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the REV Transaction ), in which the Company acquired 100 % of the issued and outstanding stock of REV. On February 2, 2026 (the Closing Date ), the Company completed the REV Transaction in accordance with the terms of the agreement. See Note D - Acquisitions and Held for Sale in our Notes to Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

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Receivables and Allowance for Doubtful Accounts. Receivables include $ 1,042 1,015 million and $ 627 million of trade accounts receivable at June September 30, 2026 and December 31, 2025, respectively. Trade accounts receivable are recorded at the 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 is determined based on historical customer assessments, current financial conditions, and reasonable and supportable forecasts. Account balances are written 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.

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June September 30, 2026 June September 30, 2025

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Provision for credit losses 2 1 3

Balance at end of period $ 10 9 $ 10

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Contract liabilities, referred to as Customer advances in the Condensed Consolidated Balance Sheets, relate to instances where a customer pays consideration in advance or when of the Company is entitled to bill a customer in advance of recognizing satisfying the related revenue. performance obligation. Contract liabilities are reduced when the performance obligation is complete and the associated revenue from the contract is recognized . Revenue recognized during the period related to contract liabilities outstanding as of December 31, 2025 and December 31, 2024 was as follows (in millions):

Three Months Ended Six Nine Months Ended

June 30, 2025 June September 30, 2026 (1)

September 30, 2025 September 30, 2026 (1)

Contract liabilities recognized in period $ 31 41 $ 9 4 $ 94 135 $ 27 31 (1) Includes $ 23 37 million and $ 67 104 million for the three and six nine months ended June September 30, 2026, respectively, that were included in the contract liabilities balance of $ 359 million assumed in connection with the REV Transaction. See Note D - Acquisitions and Held for Sale in our Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

Within the Specialty Vehicles segment, customers earn interest on customer advances at a rate determined at contract inception. Interest charges incurred on customer advances were $ 3 5 million and $ 6 11 million, respectively, for the three and six nine months ended June September 30, 2026 and are recorded in Interest expense in the Condensed Consolidated Statements of Income and Comprehensive Income.

Contract assets were $ 31 38 million as of June September 30, 2026 and were not significant as of December 31, 2025.

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The Company estimated that $ 3,418 3,531 million and $ 39 million at June September 30, 2026 and December 31, 2025, 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. We expect to recognize approximately 43 42 % of the Company s unsatisfied (or partially satisfied) performance obligations as revenue in the next twelve months, with the remaining balance to be recognized 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.

Supplier Finance. The Company has unsecured agreements with third-party financial institutions to facilitate supplier finance programs. These programs allow qualifying suppliers to sell their receivables due from the Company, on an invoice level at the selection of the supplier, to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution. The Company is not party to the agreements between the supplier and the financial institution. Terex or the bank may terminate the agreement upon 30 days notice. The supplier invoices that have been confirmed as valid under the programs require payment in full within 120 days of the invoice date. Confirmed obligation amounts outstanding were $ 50 51 million and $ 36 million at June September 30, 2026 and December 31, 2025, respectively. Confirmed obligation amounts outstanding under these programs were included in Trade accounts payable in the Company s Condensed Consolidated Balance Sheets.

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June September 30, 2026 June September 30, 2025

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Accruals for warranties issued during the period 45 25 70 37

Changes in estimates 4 6 5 7

Settlements during the period ( 44 68 ) ( 30 47 )

Foreign exchange effect/other 2 ( 3 ) ( 1 )

Balance at end of period $ 108 107 $ 57 50

Derivatives. Derivative financial instruments are recorded in the Condensed Consolidated Balance Sheets at their fair value as either assets or liabilities. Changes in the fair value of derivatives are recorded each period in earnings or Accumulated other comprehensive income (loss) ( AOCI ), depending on whether a derivative is designated and effective as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in AOCI are included in earnings in the periods in which earnings are affected by the hedged item. Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 470 million at both June September 30, 2026 and December 31, 2025. respectively. The Company had $ 214 180 million and $ 114 million notional value of foreign exchange contracts outstanding that were not designated as hedging instruments at June September 30, 2026 and December 31, 2025, respectively. Net gains and losses recognized in earnings on derivative financial instruments that do not qualify for hedge accounting were not material to our results of operations during the three and six nine months ended June September 30, 2026 and 2025. Net gains and losses reclassified to earnings from AOCI related to qualified hedges were not material to our results of operations during the three and six nine months ended June September 30, 2026 and 2025 and the Company does not expect the amount of these gains and losses that will be reclassified to earnings during the next year to be material.

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The Company has investments held in a Rabbi Trust for the Company s non-qualified SERPs. The total value of these investments was $ 33 31 million at both June as of September 30, 2026 and $ 33 million as of December 31, 2025, and was considered to be measured at Level 1. The Rabbi trust assets are subject to claims of the Company's creditors. One of the SERPs (the defined benefit plan) is frozen to future entrants.

Note B: BUSINESS SEGMENT INFORMATION 77 changes

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SV designs, manufactures, services and markets commercial and custom fire and ambulance vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers, in the United States and other countries, trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports; and industrial sweepers for both the commercial and rental markets. SV also manufactures, markets and distributes Class A recreational vehicles ( RVs ) (motorhomes built on a heavy-duty chassis with either diesel or gas engine configurations), as well as Class C RVs (motorhomes built on a van or commercial truck chassis).

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Three Months Ended June September 30, 2026

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Net sales $ 456 $ 464 $ 650 $ 673 $ ( 5 ) $ 2,238

Net sales $ 400 $ 434 $ 657 $ 709 $ ( 3 ) $ 2,197

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Adjusted segment operating profit $ 75 $ 82 $ 88 $ 32 $ 277

Adjusted segment operating profit $ 56 $ 79 $ 99 $ 55 $ 289

Corporate and Other / Eliminations ( 48 41 )

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Six Months Ended June 30, 2026

Consolidated operating profit $ 187 183

Interest expense - net ( 45 44 )

Other expense - net ( 3 4 )

Income before income taxes $ 139 135

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. Adjusted cost of goods sold and Adjusted selling, general and administrative expenses exclude the impact of certain one-time costs and other items that affect the comparability of segment performance between periods, which are reflected as reconciling items in the reconciliation to Consolidated operating profit.

Nine Months Ended September 30, 2026

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Net sales $ 867 $ 883 $ 1,086 $ 1,142 $ ( 6 ) $ 3,972

Net sales $ 1,267 $ 1,317 $ 1,744 $ 1,851 $ ( 10 ) $ 6,169

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Adjusted segment operating profit $ 145 $ 140 $ 146 $ 25 $ 456

Adjusted segment operating profit $ 201 $ 219 $ 246 $ 80 $ 746

Corporate and Other / Eliminations ( 147 190 )

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Consolidated operating profit $ 105 288

Interest expense - net ( 88 133 )

Other expense - net ( 4 8 )

Income before income taxes $ 13 147

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. Adjusted cost of goods sold and Adjusted selling, general and administrative expenses exclude the impact of certain one-time costs and other items that affect the comparability of segment performance between periods, which are reflected as reconciling items in the reconciliation to Consolidated operating profit.

Three Months Ended June September 30, 2025

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Net sales $ 430 $ 454 $ $ 607 $ ( 4 ) $ 1,487

Net sales $ 435 $ 417 $ $ 537 $ ( 2 ) $ 1,387

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Corporate and Other / Eliminations ( 27 15 )

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Other income - net 2

Six Months Ended June 30, 2025

Other expense - net ( 4 )

Income before income taxes $ 89 94

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. Adjusted cost of goods sold and Adjusted selling, general and administrative expenses exclude the impact of certain one-time costs and other items that affect the comparability of segment performance between periods, which are reflected as reconciling items in the reconciliation to Consolidated operating profit.

Nine Months Ended September 30, 2025

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Net sales $ 829 $ 836 $ $ 1,057 $ ( 6 ) $ 2,716

Net sales $ 1,264 $ 1,253 $ $ 1,594 $ ( 8 ) $ 4,103

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Corporate and Other / Eliminations ( 53 67 )

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Six Months Ended June 30,

Interest expense - net ( 83 125 )

Other expense - net ( 4 )

Income before income taxes $ 115 209

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. Adjusted cost of goods sold and Adjusted selling, general and administrative expenses exclude the impact of certain one-time costs and other items that affect the comparability of segment performance between periods, which are reflected as reconciling items in the reconciliation to Consolidated operating profit.

Three Months Ended June September 30,

Nine Months Ended September 30,

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Total $ 85 $ 39 $ 163 $ 78

Total $ 88 $ 38 $ 246 $ 113

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Total $ 34 $ 24 $ 59 $ 60

Total $ 31 $ 24 $ 90 $ 84

Total $ 10,344 10,296 $ 6,139

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North America $ 448 $ 227 $ 643 $ 529 $ $ 1,847

Western Europe 104 98 202

Asia-Pacific 2 98 2 20 122

North America $ 393 $ 197 $ 647 $ 570 $ $ 1,807

Western Europe 103 87 190

Asia-Pacific 1 96 3 25 125

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(2) Total sales for all segments in the aggregate include $ 1,732 1,713 million for the three months ended June September 30, 2026 attributable to the U.S., the Company s country of domicile.

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North America $ 853 $ 405 $ 1,077 $ 864 $ $ 3,199

Western Europe 208 188 396

Asia-Pacific 4 191 2 41 238

North America $ 1,246 $ 602 $ 1,724 $ 1,434 $ $ 5,006

Western Europe 311 275 586

Asia-Pacific 5 287 5 66 363

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(2) Total sales for all segments in the aggregate include $ 3,005 4,718 million for the six nine months ended June September 30, 2026 attributable to the U.S., the Company s country of domicile.

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

Western Europe 128 87 215

Asia-Pacific 1 80 29 110

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

Western Europe 105 92 197

Asia-Pacific 2 90 28 120

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(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.

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

Western Europe 223 154 377

Asia-Pacific 2 156 54 212

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

Western Europe 328 246 574

Asia-Pacific 4 246 82 332

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(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.

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Note C: INCOME TAXES 4 changes

June 30, 2026 when compared with the six months ended June 30, 2025 is primarily due to an increase in favorable discrete items.

During the three months ended June September 30, 2026, the Company recognized income tax expense of $ 29 21 million on pretax income of $ 139 135 million, an effective tax rate of 20.6 15.6 %, as compared to income tax expense of $ 17 29 million on pretax income of $ 89 94 million, an effective tax rate of 18.5 31.4 %, for the three months ended June September 30, 2025. The higher lower effective tax rate for the three months ended June September 30, 2026 when compared with the three months ended June September 30, 2025 is primarily due to higher tax related to geographic distribution of income. an increase in favorable discrete items.

During the six nine months ended June September 30, 2026, the Company recognized income tax benefit expense of $ 4 16 million on pretax income of $ 13 147 million, an effective tax rate of ( 37.4 11.0 %, as compared to income tax expense of $ 22 51 million on pretax income of $ 115 209 million, an effective tax rate of 18.9 24.5 %, for the six nine months ended June September 30, 2025. The lower effective tax rate for the six nine months ended September 30, 2026 when compared with the nine months ended September 30, 2025 is primarily due to an increase in favorable discrete items.

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On July 4, 2025, the One Big Beautiful Bill Act ( OBBBA ) (H.R.1) was signed into 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 that were effective in 2025 were 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. The impacts of OBBBA are reflected in our results for the three and six nine months ended June September 30, 2026. There was no material effect on our income tax expense or effective tax rate.

Note E: EARNINGS PER SHARE 16 changes

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Income from continuing operations $ 110 $ 72 $ 17 $ 93

September 30, Nine Months Ended

Income from continuing operations $ 114 $ 65 $ 131 $ 158

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Net income $ 110 $ 72 $ 21 $ 93

Net income $ 114 $ 65 $ 135 $ 158

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Income from continuing operations $ 0.97 $ 1.10 $ 0.16 $ 1.41

Income from continuing operations $ 1.01 $ 0.99 $ 1.22 $ 2.40

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Earnings per share $ 0.97 $ 1.10 $ 0.20 $ 1.41

Earnings per share $ 1.01 $ 0.99 $ 1.26 $ 2.40

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Diluted weighted average shares outstanding 114.2 65.9 105.4 66.5

Diluted weighted average shares outstanding 114.0 66.2 108.3 66.4

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Income from continuing operations $ 0.96 $ 1.09 $ 0.16 $ 1.40

Income from continuing operations $ 1.00 $ 0.98 $ 1.21 $ 2.38

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Earnings per share $ 0.96 $ 1.09 $ 0.20 $ 1.40

Earnings per share $ 1.00 $ 0.98 $ 1.25 $ 2.38

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 0.5 0.4 million and 0.4 0.1 million were outstanding during the three months ended June September 30, 2026 and 2025, 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 0.4 0.3 million and 0.5 0.3 million were outstanding during six the nine months ended June September 30, 2026 and 2025, 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 6 changes

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Finished equipment $ 398 $ 373

Replacement parts 207 190

Finished equipment $ 370 $ 373

Replacement parts 208 190

Work-in-process 365 364 107

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Inventory reserves were $ 93 81 million and $ 68 million at June September 30, 2026 and December 31, 2025, respectively.

Note G: PROPERTY, PLANT AND EQUIPMENT 6 changes

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Leasehold improvements 64 63

Leasehold improvements 67 63

Construction in progress 91 78 79

Property, plant and equipment gross 1,523 1,548 1,275

Less: Accumulated depreciation ( 557 582 ) ( 515 )

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Depreciation expense was $ 26 million and $ 17 18 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 48 73 million and $ 34 50 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Note H: GOODWILL AND INTANGIBLE ASSETS 11 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

4 unchanged paragraphs

Acquisitions 1,470 1,470

Acquisitions 1,428 1,428

Reclass to held-for-sale ( 3 ) ( 3 )

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Balance at June September 30, 2026, net

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June September 30, 2026 December 31, 2025

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Technology $ 320 $ ( 32 41 ) $ 288 279 $ 153 $ ( 19 ) $ 134

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Aggregate intangible asset amortization expense, which is recognized based upon the pattern in which the economic benefits of the related intangible assets are consumed or, for certain intangibles, on a straight-line basis, was $ 57 62 million and $ 20 million for the three months ended June September 30, 2026 and 2025, respectively, of which $ 9 million and $ 3 million, respectively, was recorded in Cost of goods sold in the Condensed Consolidated Statements of Income and Comprehensive Income.

Aggregate intangible asset amortization expense was $ 110 172 million and $ 41 61 million for the six nine months ended June September 30, 2026 and 2025, respectively, of which $ 15 24 million and $ 6 9 million, respectively, was recorded in Cost of goods sold in the Condensed Consolidated Statements of Income and Comprehensive Income.

1 unchanged paragraph

2026 (remaining six months) $ 124

2026 (remaining three months) $ 61

Note I: LONG-TERM OBLIGATIONS 17 changes

1 unchanged paragraph

5 % Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $ 2 million and $ 3 million at June September 30, 2026 and December 31, 2025, respectively

6.25 % Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $ 13 million and $ 15 million at June September 30, 2026 and December 31, 2025, respectively

Credit Agreement term debt due October 8, 2031 ( New Term Facility , as defined below), net of unamortized debt issuance costs of $ 16 15 million and $ 17 million at June September 30, 2026 and December 31, 2025, respectively; and unamortized original issue discount of $ 4 million and $ 5 million at June September 30, 2026 and December 31, 2025, respectively

2 unchanged paragraphs

Finance lease obligations 9 11 11

Total debt 2,687 2,578 2,584

Less: Current portion of long-term debt ( 4 24 ) ( 6 )

Long-term debt, less current portion $ 2,683 2,554 $ 2,578

On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No. 2 to its Amended and Restated Credit Agreement dated April 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement ) with certain of the Company s subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent. The amendment increased the Company s existing revolving credit facilities (the Revolver ) 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 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 amendment increased the size of the letter of credit facility, 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 (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 borrowing rate of the New Term Facility was amended by a Refinancing Facility Agreement and additional amendment to the Credit Agreement (the Amended Credit Agreement ), that lowered the Company s U.S. Dollar denominated term loans to bear interest at a rate of SOFR plus 1.75 %, and reduced the spread on the revolving credit facilities by 12.5 to 25 basis points. The Company s obligations under the Credit Agreement are guaranteed by its material domestic subsidiaries and secured by substantially all domestic assets of the Company and such subsidiaries, as well as certain equity interests in material foreign subsidiaries, in each case subject to certain exceptions.

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 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, 2026.

The Company obtains letters of credit that generally serve as collateral for certain liabilities included in the Condensed Consolidated Balance Sheets and guaranteeing guarantee the Company s performance under contracts. Letters of credit can be issued under two facilities provided in the Amended Credit Agreement and via bilateral arrangements outside the Amended Credit Agreement.

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

3 unchanged paragraphs

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 were 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 Sheets as of June September 30, 2026 and December 31, 2025. 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 Sheets as of June September 30, 2026 and December 31, 2025.

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 $ 21 million is presented in Current portion of long-term debt in the Condensed Consolidated Balance Sheets as of June September 30, 2026 and in Long-term debt in the Consolidated Balance Sheet as of December 31, 2025, respectively. The long short term debt classification as of September 30, 2026 is based on estimated timing of VAT refund from the Italian government which is expected to be greater than occur within 12 months.

The Company estimates the fair value of its debt set forth below as of June September 30, 2026, as follows (in millions, except for quotes):

1 unchanged paragraph

5% Notes $ 600 0.99000 0.96625 $ 594 580

1 unchanged paragraph

The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an inactive market. The Company believes that the carrying value of its other borrowings, including amounts outstanding, if any, for the revolving credit line under the Credit Agreement, approximate approximates fair market value based on maturities for debt of similar terms. Fair values of debt reported in the table above are categorized under Level 2 of the ASC 820 hierarchy. See Note A Basis of Presentation for an explanation of ASC 820 hierarchy.

Note J: LITIGATION AND CONTINGENCIES 6 changes

2 unchanged paragraphs

The Company is contingently liable under bid, performance and specialty bonds issued by the Company s surety company. The balance of outstanding performance, bid and specialty bonds was $ 592 619 million and $ 35 million at June September 30, 2026 and December 31, 2025, respectively. The June September 30, 2026 balance primarily relates to REV. Losses incurred related to these arrangements have not been significant.

1 unchanged paragraph

The maximum exposure determined for credit guarantees outstanding was $ 50 52 million as of June September 30, 2026 and $ 53 million as of December 31, 2025. 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 $ 6 million at June September 30, 2026 and $ 5 million at December 31, 2025.

Certain businesses within the SV segment have repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through the payment date by the dealer or other customer, generally not exceeding two years . The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company s maximum contingent liability under such agreements was $ 411 460 million as of June September 30, 2026, which represents the gross value of all vehicles under repurchase agreements. Such agreements are customary in the industries in which the Company operates and the Company s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased. Losses incurred under such arrangements have not been significant. The reserve for losses included in other liabilities on contracts outstanding was $ 2 million as of June September 30, 2026.

2 unchanged paragraphs

In certain businesses, the Company s customers may provide their own vehicle chassis, at their sole discretion, in connection with specific vehicle orders. These vehicle chassis are stored at the Company s various production facilities until the related value-added work is completed and the finished unit is shipped back to the customer. The customer does not transfer the vehicle chassis certificate of origin to the Company. Accordingly, such chassis are not owned by the Company when delivered or throughout the production process, and are, therefore, excluded from the Company s inventory. The Company s maximum contingent liability related to these vehicle chassis was $ 241 244 million as of June September 30, 2026. Losses incurred related to these arrangements have not been significant; accordingly, no reserve has been recorded.

2 unchanged paragraphs

During the three months ended June 30, 2026, the Company filed refund claims related to IEEPA tariffs totaling $ 51 million and received $ 29 million of cash refunds. Of the refunds received, $ 26 million was recognized as a reduction of Cost of Goods Sold, while $ 3 million was recorded as a liability as such refunds were not yet realized. The Company will continue to monitor developments related to the refund process and assess their potential impact on its financial statements.

During the three and nine months ended September 30, 2026, the Company recognized benefits of $ 14 million and $ 40 million, respectively, for IEEPA tariff refunds received and realized during those periods. The Company will continue to monitor developments related to the refund process and assess their potential impact on its financial statements.

Note K: STOCKHOLDERS EQUITY 17 changes

1 unchanged paragraph

The table below presents changes in AOCI by component for the three and six nine months ended June September 30, 2026 and 2025. All amounts are net of tax (in millions).

1 unchanged paragraph

Beginning balance $ ( 194 ) $ ( 29 ) $ ( 2 ) $ ( 52 ) $ ( 277 ) $ ( 292 ) $ ( 6 ) $ ( 2 ) $ ( 50 ) $ ( 350 )

Beginning balance $ ( 194 ) $ ( 30 ) $ ( 2 ) $ ( 51 ) $ ( 277 ) $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 )

Other comprehensive (loss) income before reclassifications ( 1 2 ) 4 ( 1 ) 112 ( 36 1 ( 13 ) 3 1 ( 73 9 )

1 unchanged paragraph

Net other comprehensive (loss) income ( 1 ) 1 112 ( 35 ) ( 3 ) 74

Net other comprehensive (loss) income ( 2 ) 4 ( 1 ) 1 ( 13 ) 3 2 ( 8 )

2 unchanged paragraphs

Other comprehensive (loss) income before reclassifications ( 22 ) 7 1 ( 14 ) 158 ( 50 ) 1 ( 6 ) 103

Other comprehensive (loss) income before reclassifications ( 24 ) 11 ( 1 ) 1 ( 13 ) 145 ( 47 ) 1 ( 5 ) 94

1 unchanged paragraph

Net other comprehensive (loss) income ( 22 ) 7 3 ( 12 ) 158 ( 48 ) 1 ( 5 ) 106

Ending balance $ ( 194 ) $ ( 30 ) $ ( 2 ) $ ( 51 ) $ ( 277 ) $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 )

Net other comprehensive (loss) income ( 24 ) 11 ( 1 ) 3 ( 11 ) 145 ( 45 ) 1 ( 3 ) 98

Ending balance $ ( 196 ) $ ( 26 ) $ ( 3 ) $ ( 51 ) $ ( 276 ) $ ( 193 ) $ ( 38 ) $ ( 2 ) $ ( 51 ) $ ( 284 )

1 unchanged paragraph

The Company values treasury stock on a cost basis. As of June September 30, 2026, the Company held 20.8 22 million shares of common stock in treasury totaling $ 737 812 million, which include 0.7 million shares held in a trust for the benefit of the Company s deferred compensation plan totaling $ 24 million.

1 unchanged paragraph

During the six nine months ended June September 30, 2026, the Company awarded 2 million shares of Restricted Stock to its employees with a weighted average fair value of $ 60.13 60.12 per share. Approximately 84 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants. Approximately 11 % 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 5 % cliff vest and are based on performance targets containing a market condition determined over a three-year period. Included within these amounts were approximately 1 million shares of replacement Restricted Stock awards issued to former REV employees in connection with the REV Transaction. Additionally, during the six nine months ended June September 30, 2026, the acceleration of certain awards related to the REV Transaction contributed incremental stock compensation expense of $ 25 million.

8 unchanged paragraphs

The amounts presented in the table above exclude 39,546 44,598 and 57,453 64,134 shares of common stock purchased during the six nine months ended June September 30, 2026 and 2025, respectively, to satisfy requirements under the Company s deferred compensation obligations to employees and non-employees.

1 unchanged paragraph

Year First Quarter Second Quarter Third Quarter

In July October 2026, the Board declared a dividend of $ 0.17 per share, which will be paid on September December 18, 2026 to the Company s stockholders of record as of August 11, November 9, 2026.

MD&A 216 changes

2 unchanged paragraphs

During the second third quarter of 2026, the Company remained focused on executing its operating plan, integrating the legacy Terex and REV organizations, and deploying the Terex Operating System ( TOS ) across the enterprise to improve operational execution, reduce fixed costs, and drive productivity. improvements. The REV Transaction, which closed in the first quarter of 2026, significantly expanded our portfolio of specialty equipment businesses and strengthened our position in resilient, high-demand markets with attractive long-term growth potential. Our integration work is progressing as planned, and The operating results of REV are included in the newly created SV segment. We continue to focus remain focused on realizing synergies, improving operational consistency, and leveraging the combined scale of the Company. See Note D - Acquisitions and Held for Sale in our Notes to Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.

Terex delivered strong second quarter solid results with revenue growth in all segments and higher Adjusted operating profit and Adjusted EBITDA as compared with the same period from the prior year. third quarter of 2026. Net sales for the three months ended June September 30, 2026 were $2,238 $2,197 million including sales $657 million generated from by SV, of $650 million, compared to $1,487 total Net sales of $1,387 million in the same period in the prior year. Adjusted operating profit for the three months ended September 30, 2026 was $260 million including $99 million generated by SV, compared to Adjusted operating profit of $168 million in the same period in 2025. Adjusted EBITDA for the three months ended June September 30, 2026 was $269 $286 million including adjusted EBITDA generated by SV of $94 $105 million, compared to $182 Adjusted EBITDA of $186 million in the same period in 2025. Additional information regarding segment specific results is provided in the Results of Operations section below. The Company s free cash flow for the three months ended June September 30, 2026 was $101 $209 million compared to $78 $130 million in the same period in 2025, reflecting better working capital management higher profitability excluding the impact of purchase accounting for the three months ended June September 30, 2026. Backlog as of June September 30, 2026 was $6.9 $7.0 billion, providing solid forward visibility.

In the second quarter of 2026, our largest market remained North America Over the past two years, we deliberately shifted remained our end largest market, exposure to more U.S.-based, resilient and predictable sectors. Our North American sales represented representing approximately 83% 81% of our total sales during the second third quarter of 2026 as compared to the corresponding period in the prior year, where and reflecting our North America sales represented 73% of total sales. deliberate shift toward more U.S.-based, resilient and predictable sectors. We continue to execute our capital allocation strategy by driving more operational generating additional operating cash through better improved 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 net sales was 15.2% 15.0% as of June September 30, 2026 compared to 22.8% 23.2% from the same period in the prior year. We continue to maintain maintained ample liquidity with approximately $1,097 $1,207 million available as of June September 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 provided by operating activities to free cash flow.

Our key end markets remain resilient, with reliable supported by consistent replacement and aftermarket demand. In waste and recycling, long-term demand is supported by fleet replacement, innovation and demographic trends, although certain customers in the short term continue to manage capital spending and digest absorb recently delivered fleet. fleets. We expect utility market demand to remain supported by long-term investment in the U.S. electrical grid, including transmission expansion and future data-center-related growth. Demand for fire and emergency vehicles remains stable, tied to supported by municipal budgets and replacement demand. In Aerials and MP, infrastructure activity remains robust, supported by government funding and a growing pipeline of mega projects that we expect to continue to provide a tailwind. through at least 2030.

We continue to see identify opportunities to improve operating performance across the portfolio through by advancing the on-going integration process, deploying TOS, investing in productivity-enhancing technology that enables productivity improvement and leveraging our broader portfolio and scale to better serve customers.

1 unchanged paragraph

Three Months Ended June September 30, 2026 Compared with Three Months Ended June September 30, 2025

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 2,238 $ 1,487 50.5 %

Net sales $ 2,197 $ 1,387 58.4 %

2 unchanged paragraphs

Operating profit 187 8.4 % 129 8.7 % 45.0 %

Operating profit 183 8.3 % 140 10.1 % 30.7 %

1 unchanged paragraph

Income taxes (29) (1.3) % (17) (1.1) % 70.6 %

Net income 110 4.9 % 72 4.8 % 52.8 %

Income taxes (21) (1.0) % (29) (2.1) % (27.6) %

Net income 114 5.2 % 65 4.7 % 75.4 %

1 unchanged paragraph

Net sales for the three months ended June September 30, 2026 increased $751 $810 million when compared to the same period in 2025, including sales generated from SV of $650 $657 million. Excluding the impact of SV, and $36 the impact of $27 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 of $180 million was primarily due to higher shipments sales in Aerials, MP and ES utilities products in North America and positive effects ES, partially offset by lower shipment of foreign exchange rate changes. refuse collection vehicles in ES.

Gross profit for the three months ended June September 30, 2026 increased $136 million when compared to the same period in 2025, primarily driven by the gross profit contribution of $139 $128 million from SV. Excluding the impact of SV, the decrease increase in gross profit of $3 $8 million was primarily due to higher tariff costs within Aerials and unfavorable product shipment volumes, favorable mix, price cost discipline and higher production volumes in ES, MP. These favorable impacts were partially offset by favorable an unfavorable mix and higher in Aerials, inefficiencies related to a production ramp up in Utilities, under-absorption associated with lower refuse collection vehicle production volume absorption within ES, inflationary pressures in MP, both ES and approximately $8 million of IEEPA Aerials, and tariff refunds received, net of a one-time unfavorable customs-related accrual. pressures in Aerials.

1 unchanged paragraph

Selling, general and administrative expenses for the three months ended June September 30, 2026 increased $47 $57 million when compared to the same period in 2025, driven by the SG&A contribution of $37 $50 million from SV. Excluding the impact of SV, the increase in selling, general, and administrative expense of $10 $7 million was primarily due to the REV Transaction, including additional compensation expense and severance loss on held-for-sale business, deal related costs and retention higher compensation costs as well as negative effects primarily driven by the inclusion of foreign exchange rate changes. REV corporate activities. These increases were partially offset by the one-time release of a contingent liability in ES, and lower costs within MP due to the absence of the Company s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior year period results.

1 unchanged paragraph

Amortization of purchased intangibles for the three months ended June September 30, 2026 increased $31 $36 million when compared to the same period in 2025, primarily due which was directly related to the additional amortization expense from purchased intangibles resulting from the REV Transaction.

Operating profit for the three months ended June September 30, 2026 increased $58 $43 million when compared to the same period in 2025, primarily driven by the operating profit contribution of $73 $43 million from SV. Excluding the impact of SV, operating profit decreased by $15 million, was flat year over year, primarily due to higher tariff costs within Aerials, unfavorable product mix within ES, and costs related to the REV Transaction, partially offset by favorable mix and higher volume absorption in MP. factors detailed above.

1 unchanged paragraph

Interest expense, net of interest income, for the three months ended June September 30, 2026 and 2025 was $45 $44 million and $42 million, respectively. The increase in expense is primarily due to interest accrued on customer deposits and higher revolver borrowings, partially offset by lower term loan interest rates and higher interest income. which primarily relate to the SV segment.

1 unchanged paragraph

Income tax expense for the three months ended June September 30, 2026 was $29 $21 million on pretax income of $139 $135 million, resulting in an effective tax rate of 20.6%, 15.6%, as compared to income tax expense of $17 $29 million on pretax income of $89 $94 million, resulting in an effective tax rate of 18.5%, 31.4%, for the three months ended June September 30, 2025. The higher lower effective tax rate for the three months ended June September 30, 2026 when compared with the three months ended June September 30, 2025 is primarily due to higher tax related to geographic distribution of income. an increase in favorable discrete items.

Net income for the three months ended June September 30, 2026 was $110 $114 million compared to Net income of $72 $65 million in the same period in 2025. The increase in Net income of $38 $49 million was primarily due to the factors detailed above.

1 unchanged paragraph

Adjusted operating profit for the three months ended June September 30, 2026 increased $81 $92 million when compared to the same period in 2025, primarily due to the Adjusted operating profit generated by SV of $88 $99 million. Excluding the impact of SV, Adjusted operating profit decreased by $7 million, driven by higher tariff costs within Aerials and unfavorable mix within primarily due to the factors detailed above, excluding a one-time release of a contingent liability in ES partially offset by favorable mix and higher volume absorption in MP. deal related costs.

Adjusted EBITDA for the three months ended June September 30, 2026 increased $87 $100 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $94 $105 million. Excluding the impact of SV, Adjusted EBITDA decreased by $7 $5 million, driven by higher tariff costs within Aerials a decrease in the current year period and unfavorable mix within ES and Corporate, partially offset by favorable mix increases in MP and Aerials, the latter of which was primarily related to higher production volume absorption in MP. and cost out actions.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 456 $ 430 5.9 %

Net sales $ 400 $ 435 (8.0) %

Net sales for the three months ended June September 30, 2026 increased $26 decreased $35 million when compared to the same period in 2025, primarily due to increased throughput and shipments of utilities products, partially offset by lower shipments of refuse collection vehicles, partially offset by higher utilities product sales.

Adjusted EBITDA for the three months ended June September 30, 2026 decreased $6 $22 million when compared to the same period in 2025, primarily due to greater contribution from Utilities, unfavorable mix, inefficiencies related to a production ramp up in Utilities, and under-absorption associated with lower refuse collection vehicle production volume within ESG. and inflationary pressures.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 464 $ 454 2.2 %

Net sales $ 434 $ 417 4.1 %

Net sales for the three months ended June September 30, 2026 increased $10 $17 million when compared to the same period in 2025. Excluding the sales impact 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 results, net sales increased $46 $44 million. The improvement was primarily driven by increased shipments particularly for mobile crushers in across most product categories, with the U.S. supported by road construction, infrastructure projects, and select commercial building activities. largest increase coming from Aggregates in North America.

Adjusted EBITDA for the three months ended June September 30, 2026 increased $25 $28 million when compared to the same period in 2025, primarily due to favorable mix, higher shipment volume, absorption, favorable mix, price cost discipline, and lower SG&A costs improved absorption driven by the sale of the Company s tower and rough terrain cranes businesses, partially offset by increased transportation costs. higher production volumes. The adjusted EBITDA impact from the Company s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior period results, was $2 million.

Three Months Ended June September 30,

2 unchanged paragraphs

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

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ 673 $ 607 10.9 %

Net sales $ 709 $ 537 32.0 %

Net sales for the three months ended June September 30, 2026 increased $66 $172 million when compared to the same period in 2025, primarily due to increased shipments to higher shipment volume resulting from strong demand from national customers for mega projects and positive impacts from exchange rate changes. increased customer capital spending on large projects.

Adjusted EBITDA for the three months ended June September 30, 2026 decreased $17 increased $6 million when compared to the same period in 2025, primarily due to higher tariff costs in the current year period sales and inflationary pressures, cost out actions, partially offset by higher volume, price realization unfavorable customer mix, inflationary and cost actions. tariff pressures.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Net sales $ (5) $ (4) (25.0) %

Net sales $ (3) $ (2) (50.0) %

1 unchanged paragraph

Adjusted EBITDA for the three months ended June September 30, 2026 decreased $9 $17 million when compared to the same period in 2025. The decrease is primarily due to additional higher compensation costs primarily driven by the inclusion of REV Transaction which includes higher compensation costs corporate activities and technology expenses. professional fees.

1 unchanged paragraph

Six Months Ended June 30,

Six Nine Months Ended June September 30, 2026 Compared with Six Nine Months Ended June September 30, 2025

Nine Months Ended September 30,

1 unchanged paragraph

Net sales $ 3,972 2,716 46.2 %

Gross profit 651 16.4 % 556 20.5 % 17.1 %

Net sales $ 6,169 $ 4,103 50.4 %

Gross profit 1,086 17.6 % 855 20.8 % 27.0 %

1 unchanged paragraph

Amortization of purchased intangibles 95 2.4 % 35 1.3 % 171.4 %

Operating profit 105 2.6 % 198 7.3 % (47.0) %

Benefit from (provision for) income taxes 4 0.1 % (22) (0.8) % *

Net income 21 0.5 % 93 3.4 % (77.4) %

Adjusted operating profit 395 9.9 % 276 10.1 % 43.1 %

Adjusted EBITDA 442 11.1 % 310 11.4 % 42.6 %

Amortization of purchased intangibles 148 2.4 % 52 1.3 % 184.6 %

Operating profit 288 4.7 % 338 8.2 % (14.8) %

Interest expense, net of interest income 88 133 2.2 % 83 3.1 125 3.0 % 6.0 6.4 %

Income taxes (16) (0.3) % (51) (1.2) % (68.6) %

Net income 135 2.2 % 158 3.9 % (14.6) %

Adjusted operating profit 655 10.6 % 443 10.8 % 47.9 %

Adjusted EBITDA 727 11.8 % 495 12.1 % 46.9 %

1 unchanged paragraph

Net sales for the six nine months ended June September 30, 2026 increased $1,256 $2,066 million when compared to the same period in 2025, including sales generated from SV of $1,086 $1,744 million. Excluding the impact of SV, and $64 the impact of $91 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 shipments across most product lines and geographies sales in all other segments Aerials, utilities products in ES and positive effects of MP, as well as favorable foreign exchange rate changes. movements, partially offset by lower sales of refuse collection vehicles in ES.

Gross profit for the six nine months ended June September 30, 2026 increased $95 $231 million when compared to the same period in 2025, primarily driven by the gross profit contribution of $105 $233 million from SV. Excluding the impact of SV, the decrease in gross profit of $10 $2 million was primarily due to unfavorable mix in ES and Aerials, inefficiencies related to a production ramp up in Utilities, under-absorption associated with lower refuse collection vehicle volume within ES, and higher tariff costs within Aerials and inflationary pressures in Aerials. These unfavorable product mix within ES, impacts were partially offset by higher sales volume, favorable mix, and higher volume absorption lower SG&A costs in MP. and approximately $8 million of IEEPA tariff refunds received, net of a one-time unfavorable customs-related accrual.

1 unchanged paragraph

Selling, general and administrative expenses for the six nine months ended June September 30, 2026 increased $128 $185 million when compared to the same period in 2025, driven by the SG&A contribution of $62 $112 million from SV. Excluding the impact of SV, the increase in selling, general, and administrative expense of $66 $73 million was primarily due to the REV Transaction, including additional compensation expense, severance and retention deal related costs, loss on held-for-sale business and transaction higher compensation costs primarily driven by the inclusion of $18 million, REV corporate activities. These increases were partially offset by the one-time release of a contingent liability in ES, and lower costs within MP due to the absence of the Company s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior year period results.

1 unchanged paragraph

Amortization of purchased intangibles for the six nine months ended June September 30, 2026 increased $60 $96 million when compared to the same period in 2025, primarily due which was directly attributable to the additional amortization expense from purchased intangibles resulting from the REV Transaction.

Operating profit for the six nine months ended June September 30, 2026 was $105 $288 million compared to Operating profit of $198 $338 million in the same period in 2025. Excluding the operating loss profit generated by SV of $15 $28 million, operating profit decreased $78 million, primarily due to higher tariff costs within Aerials and unfavorable mix within Aerials and ES, partially offset by favorable mix and higher volume absorption in MP. the factors detailed above.

1 unchanged paragraph

Interest expense, net of interest income, for the six nine months ended June September 30, 2026 and 2025 was $88 $133 million and $83 $125 million, respectively. The increase in expense is primarily due to interest accrued on customer deposits and higher revolver borrowings, partially offset by lower term loan interest rates and higher interest income. which primarily relate to the SV segment.

Benefit from Provision for income taxes

Income tax benefit expense for the six nine months ended June September 30, 2026 was $4 $16 million on pretax income of $13 $147 million, resulting in an effective tax rate of (37.4)%, 11.0%, as compared to income tax expense of $22 $51 million on pretax income of $115 $209 million, resulting in an effective tax rate of 18.9%, 24.5%, for the six nine months ended June September 30, 2025. The lower effective tax rate for the six nine months ended June September 30, 2026 when compared with the six nine months ended June September 30, 2025 is primarily due to an increase in favorable discrete items.

Net income for the six nine months ended June September 30, 2026 was $21 $135 million compared to Net income of $93 $158 million in the same period in 2025. The decrease in Net income of $72 $23 million was primarily due to the factors detailed above.

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Adjusted operating profit for the six nine months ended June September 30, 2026 increased $119 $212 million when compared to the same period in 2025, primarily due to the Adjusted operating profit generated by SV of $146 $246 million. Excluding the impact of SV, Adjusted operating profit decreased by $27 $34 million, primarily due to higher tariff the factors detailed above, excluding deal related costs, within Aerials and unfavorable mix within Aerials and ES, partially offset by favorable mix restructuring costs, and higher volume absorption a one-time release of a contingent liability in MP. ES.

Adjusted EBITDA for the six nine months ended June September 30, 2026 increased $132 $232 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $156 $262 million. Excluding the impact of SV, Adjusted EBITDA decreased by $24 $30 million, primarily due to higher tariff costs within Aerials driven by a decrease in the current year period and unfavorable mix within ES, and Aerials and Corporate, partially offset by favorable mix and higher volume absorption an increase in MP as detailed below.

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Six Months Ended June 30,

Nine Months Ended September 30,

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Net sales $ 867 $ 829 4.6 %

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and 136 more changes in the filing

Controls and procedures 2 changes

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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, 2026, 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, 2026.

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As a result of the acquisition of REV on February 2, 2026, our internal control over financial reporting, subsequent to the date of acquisition, includes certain additional controls related to REV. Except as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Unregistered sales of stock 9 changes

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The following table provides information about our purchases during the quarter ended June September 30, 2026 of our common stock that is registered by us pursuant to the Exchange Act.

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April 1, 2026 - April 30, 2026 5,624 $58.88 $183,005

May 1, 2026 - May 31, 2026 2,040 $63.36 $183,005

June 1, 2026 - June 30, 2026 24,043 $71.06 $183,005

Total 31,707 $68.41 $183,005

July 1, 2026 - July 31, 2026 988 $66.57 $183,005

August 1, 2026 - August 31, 2026 461,750 $65.62 460,718 $152,772

September 1, 2026 - September 30, 2026 707,111 $59.58 704,077 $110,823

Total 1,169,849 $61.97 1,164,795 $110,823

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Other information 1 change

During the three months ended June September 30, 2026, 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 5 changes

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10.1 Terex Corporation 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 25, 2026 and filed with the Commission June 30, 2026). ***

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*** Denotes a management contract or compensatory plan or arrangement.

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Date: July 30, October 29, 2026 /s/ Simon A. Meester

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Date: July 30, October 29, 2026 /s/ Jennifer Kong-Picarello

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Date: July 30, October 29, 2026 /s/ Joseph LaDue

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