Form 8-K

8-K — TEREX CORP

Accession: 0000097216-26-000078

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0000097216

SIC: 3537 (INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tex-20260501.htm (Primary)

EX-99.1 — EX-99.1 EARNINGS RELEASE OF TEREX CORPORATION DATED MAY 1, 2026 (terexearningsreleaseexq1-26.htm)

GRAPHIC — LOGO (tx_redblka.jpg)

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8-K — 8-K EARNINGS RELEASE MAY 1, 2026

8-K (Primary)

Filename: tex-20260501.htm · Sequence: 1

tex-20260501

0000097216false00000972162026-05-012026-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 1, 2026

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware 1-10702 34-1531521

(State or Other Jurisdiction (Commission (IRS Employer

of Incorporation) File Number) Identification No.)

301 Merritt 7, 4th Floor

Norwalk Connecticut

06851

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (203) 222-7170

NOT APPLICABLE

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock ($0.01 par value) TEX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02. Results of Operations and Financial Condition.

Terex Corporation (“Terex”) issued a press release on May 1, 2026, in which Terex provided certain first quarter 2026 financial results. A copy of this press release is included as Exhibit 99.1 to this Form 8-K.

Item 7.01. Regulation FD Disclosure.

Terex will host a conference call on Friday, May 1, 2026, at 8:30 a.m. Eastern Time. Terex will post on its website a slide presentation that will accompany the conference call. To access the slide presentation, go to https://investors.terex.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

Press release of Terex Corporation issued on May 1, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: May 1, 2026

TEREX CORPORATION

By: /s/ Jennifer Kong-Picarello

Jennifer Kong-Picarello

Senior Vice President and Chief Financial Officer

- 2 -

EX-99.1 — EX-99.1 EARNINGS RELEASE OF TEREX CORPORATION DATED MAY 1, 2026

EX-99.1

Filename: terexearningsreleaseexq1-26.htm · Sequence: 2

Document

Terex Reports First Quarter 2026 Results

•Sales of $1.7 billion, up 41% on a reported basis, proforma sales up 11%

•Income from continuing operations of ($93) million, including significant non-cash and other merger-related charges

•Adjusted EBITDA7 of $173 million or 9.9% margin

•EPS from continuing operations of ($0.97) with an adjusted1 EPS from continuing operations of $0.98

•Backlog grew to $7.1 billion, Book-to-bill of 109%, providing strong forward visibility

•Reaffirming 2026 Outlook5: Sales of $7.5 to $8.1 billion and EBITDA7 of $930 million to $1 billion, up $100 million or 12% year over year on a proforma13,14 basis with a 12.4% EBITDA margin at the midpoint

Norwalk, CT, May 1, 2026 -- Terex Corporation (NYSE: TEX), a global leader in specialized equipment, serving essential sectors such as emergency services, waste and recycling, utilities, and construction, today announced its results for the first quarter 2026.

CEO Commentary

“We are off to a good start and executing to plan, including the first 58 days with REV Group in our portfolio, now operating as our Specialty Vehicles (SV) segment, which made a meaningful contribution in the quarter. Our quarter-end backlog of $7.1 billion, supported by strong booking trends in Materials Processing, Aerials, and Terex Utilities, provides solid forward visibility. As a result, we are reiterating our full-year outlook,” said Simon Meester, Terex President and Chief Executive Officer. “We continue to execute our strategy, including the integration of REV. We remain on track to deliver approximately $28 million of synergies in 2026 through the elimination of duplicate overhead and to achieve the full $75 million run-rate within our 24 month target."

First Quarter Operational and Financial Highlights

•Backlog increased sequentially to $7.1 billion. Bookings of $2.1 billion were down 1.1% year over year on a pro forma basis driven by timing of orders in ES and SV and reflects a book-to-bill of 109%. Proforma bookings up 14% on a rolling six month basis.

•Net sales of $1.7 billion were 41.1% higher than the first quarter of 2025. Proforma net sales grew by 11% year over year including growth in every segment.

•EBITDA was ($7) million, or (0.4%) of net sales, compared to $106 million, or 8.7% of net sales in the prior year. Adjusted1 EBITDA was $173 million, or 9.9% of net sales for the first quarter of 2026, compared to $128 million, or 10.4% of net sales in the prior year. The year-over-year change was primarily due to the accretive addition of Specialty Vehicles, higher sales volumes in MP and operational improvement initiatives, partially offset by tariffs, which were not in effect in the prior year period, and unfavorable mix within Aerials, and product mix in ES.

•Income from continuing operations was ($93) million, or ($0.97) per share, compared to $21 million, or $0.31 per share, in the first quarter of 2025. Adjusted1 income from continuing operations was $94 million, or $0.98 per share for the first quarter of 2026, compared to $55 million, or $0.83 per share, in the first quarter of 2025.

Business Segment Review

Environmental Solutions

•Net sales of $412 million were up 3.3% compared to the first quarter of 2025, driven by strong throughput and delivery of utilities products, partially offset by lower shipments of refuse collection vehicles.

•EBITDA was $73 million, or 17.7% of net sales, compared to $80 million, or 20.1% of net sales in the prior year. Adjusted1 EBITDA was $74 million or 18.0% of net sales for the first quarter of 2026, compared to $81 million, or 20.3% of net sales in the prior year. The change was primarily due to unfavorable product mix, partially offset by higher sales volume and synergy realization.

Materials Processing

•Net sales of $419 million were up 9.7% or $37 million year over year, primarily due to higher shipment volumes across most product lines and geographies and positive effects of foreign exchange rates. On a pro forma13 basis, net sales were up 18.3% year over year, driven by growth in Aggregates, Material Handling and Recycling, partially offset by lower sales in Concrete.

•EBITDA was $68 million, or 16.2% of net sales, compared to $41 million, or 10.8% of net sales in the prior year. Adjusted1 EBITDA was $63 million, or 15.0% of net sales for the first quarter of 2026, compared to $43 million, or 11.2% of net sales in the prior year. The improvement was primarily due to higher sales volume, price realization and efficiency improvement.

Specialty Vehicles

•Net sales of $436 million were up 20% year over year on a pro forma13 basis, driven by growth in all product lines, partially due to weather-related delivery timing.

•EBITDA was ($53) million, or (12.2%) of net sales due to merger-related non-recurring items more than offsetting operational improvements. Adjusted1 EBITDA was $62 million, or 14.2% of net sales for the first quarter of 2026, compared to $46 million, or 12.6% of net sales on a pro forma13 basis in the prior year. The improvement was primarily due to increased throughput, price realization and improved operational efficiency.

Aerials

•Net sales of $469 million were up 4.2% or $19 million year over year, primarily due to positive effects of foreign exchange rates.

•EBITDA and Adjusted1 EBITDA were breakeven, or 0.1% of net sales, for the first quarter of 2026, compared to EBITDA of $8 million, or 1.8% of net sales, and Adjusted1 EBITDA of $20 million, or 4.4% of net sales in the prior year. The change in Adjusted EBITDA was primarily due to tariffs, which the business did not incur this time last year. In addition, the business also faced some temporary unfavorable mix and timing of price realization.

Balance Sheet and Liquidity

•Free cash outflow7 of $57 million, similar to the prior year period.

•As of March 31, 2026, liquidity (cash and availability under our revolving line of credit) was $1.0 billion.

•During the first quarter of 2026, Terex deployed $26 million in capital expenditures and investments to support future business growth and operational improvements.

•Through March 31, 2026, Terex returned $19 million to shareholders through dividends and has approximately $183 million available for repurchase under our share repurchase programs.

CFO Commentary

"Our overall first quarter operational financial results were consistent with our expectations. Adjusted EPS for the quarter of $0.98 which included approximately $0.10 of tax favorability when the Q1 rate is compared to our 2026 full year expected tax rate of 21%. Our operational EPS improvement was $0.05 compared to last year. Notably our current Q1 EPS is based on 96.1 million diluted weighted average shares outstanding, up from 66.9 million diluted weighted average shares outstanding in the first quarter of 2025,” commented Jennifer Kong-Picarello, Senior Vice President and Chief Financial Officer. "I was also pleased with our net working capital efficiency improvement in the quarter which decreased to 16.7%, down 930 basis points compared with the prior year largely due to the addition of Specialty Vehicles. Looking ahead, we are confirming our full year outlook, which includes the impact of the recent change in 232 tariffs which is expected to be negligible as the vast majority of our US sales are manufactured in the US."

2026 Outlook

With Q1 operational performance in line with our expectations, $7.1 billion in backlog, and end markets trending as anticipated, we are reiterating our full year outlook. We expect 2026 sales to grow ~5% on a pro forma14 basis to $7.5 to $8.1 billion. We expect EBITDA to grow by ~$100 million or ~12% year over year on a pro forma14 basis to between $930 million and $1 billion, or 12.4% EBITDA margin at the mid-point. The EPS outlook of $4.50 - $5.00 includes the following assumptions/commentary:

•11 months impact of the new Specialty Vehicle segment (former REV)

•~$28 million of realized synergies for 2026, on-target to achieving a $75 million annual run-rate within 2 years

•Excludes the divested MP cranes and Midwest RV business results

•Current tariff rates to stay as-is, including the recently announced changes to 232 tariffs

•Interest of ~$190 million, consistent with pro-forma 2025

•Full year effective tax rate of ~21%

•Full year average shares outstanding of 111 million for 2026, including ~115 million in Q2 to Q4

Terex Outlook4,5,6,10,11,12,14

Net Sales3

$7.5B - $8.1B

EBITDA1

$930M - $1B

EPS1,2

$4.50 - $5.00

FCF Conversion15

80% - 90%

Segment Net Sales Outlook5

Prior Year Baseline 2026

Environmental Solutions $1,691 MSD

Materials Processing8

$1,578 HSD

Specialty Vehicles9

$2,179 HSD

Aerials

$2,060 Flat

Figures in millions

MSD = revenue up mid single-digits

HSD = revenue up high single-digits

Non-GAAP Measures and Other Items

Results of operations reflect continuing operations. All per share amounts are on a fully diluted basis. A comprehensive review of the quarterly financial performance is contained in the presentation that will accompany the Company’s earnings conference call.

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

The Glossary at the end of this press release contains further details about this subject.

Conference call

The Company has scheduled a conference call to review the financial results on Friday, May 1, 2026 beginning at 8:30 a.m. ET. Simon A. Meester, President and CEO, and Jennifer Kong-Picarello, Senior Vice President and Chief Financial Officer, will host the call. A simultaneous webcast of this call can be accessed at https://investors.terex.com. Participants are encouraged to access the call 15 minutes prior to the starting time. The call will also be archived in the Event Archive at https://investors.terex.com.

1 Non-GAAP financial measures included within this press release are referred to as “Adjusted” or “non-GAAP.” Refer to the glossary for definitions and/or reconciliations.

2 Full year share count ~111 million; Q2-Q4 share count ~115 million

3 Legacy sales expected to increase by 4% vs. 2025 excluding the tower and rough terrain cranes divestiture.

4 Outlook assumes that tariffs broadly remain at current rates.

5 Includes REV businesses for the period February 2 - December 31.

6 Excludes the impact of future acquisitions, divestitures, restructuring and other unusual items.

7 Free cash flow, EBITDA and Adjusted EBITDA are non-GAAP financial measures.

8 2025 comparable MP revenue excludes Cranes divestiture.

9 2025 comparable SV revenue shown on a pro forma basis reflecting February 2 - December 31 2025, excludes Lance & Midwest RV businesses

10 Interest / Other Expense ~$190 million

11 Tax rate ~21%

12 Depreciation & Amortization of ~$110 million excluding amortization pertaining to purchase price accounting

13 Pro forma information presents past performance as if certain events, such as mergers, acquisitions or divestitures, had occurred at an earlier date to illustrate comparable performance.

14 The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the exact timing and impact of such items. See "Glossary _ Non-GAAP Measures Definition - 2026 Outlook" below for additional information.

15 Based on net income as adjusted.

Forward-Looking Statements

Certain information in this press release includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995) regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed in Mr. Meester's and Ms. Kong-Picarello's quotations, our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent reports we file with the U.S. Securities and Exchange Commission from time to time, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies and Uncertainties.” In addition, when included in this press release, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “will” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others:

•we may be unable to successfully integrate acquired or merged businesses, including REV Group, Inc. (“REV”), and we may not realize the anticipated benefits of any merged or acquired business;

•we may be unable to effectively manage our expanded operations following the completion of the recent transaction with REV;

•potential divestitures and any retained liabilities related thereto may negatively impact our business;

•the timing and amount of benefits from our strategic initiatives may not be as expected;

•our industry is highly competitive and subject to pricing pressure, and we may fail to compete effectively;

•we may experience disruptions within our dealer network;

•the imposition of new, postponed or increased international tariffs;

•general economic conditions, government spending priorities and the cyclical nature of markets we serve;

•our outstanding debt and need to comply with covenants contained in our debt agreements;

•we may be unable to generate sufficient cash flow to service our debt obligations and operate our business;

•our access to capital markets and borrowing capacity could be limited;

•we may face cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, backlog reductions or be unable to meet customer delivery schedules;

•currency exchange and translation risk;

•the financial condition of customers and dealers and their continued access to capital;

•exposure from providing credit support for some of our customers and dealers;

•we may experience losses in excess of recorded reserves;

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

•political, economic and other risks that arise from operating a multinational business;

•changes in the availability and price of certain materials and components, which may result in supply chain disruptions;

•consolidation within our customer base and suppliers;

•failure of our equipment to perform as expected;

•a material disruption to one of our significant facilities;

•a failure of a key information technology system or a breach of our information security from increased cybersecurity threats and more sophisticated computer crime;

•issues related to the development, deployment and use of artificial intelligence technologies in our business operations, information systems, products and services;

•increased regulatory focus on privacy and data security issues and expanding laws;

•product liability claims, litigation and other liabilities;

•compliance with the United States (“U.S.”) Foreign Corrupt Practices Act, the U.K. Bribery Act and similar worldwide anti-corruption laws;

•compliance with environmental, health and safety laws and regulations and failure to meet sustainability requirements or expectations;

•compliance with an injunction and related obligations imposed by the U.S. Securities and Exchange Commission (“SEC”);

•our ability to attract, develop, engage and retain qualified team members;

•possible work stoppages and other labor matters; and

•other factors.

Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and material factors. The forward-looking statements contained herein speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this press release to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

About Terex

Terex Corporation is a global leader in specialized equipment solutions, serving essential sectors such as emergency services, waste and recycling, utilities, and construction. Our diversified portfolio positions us in resilient, high-demand markets with strong long-term growth potential.

We design and manufacture advanced specialty vehicles—including fire, ambulance, and recreational vehicles—alongside waste collection vehicles, materials processing machinery, mobile elevating work platforms, and equipment for the electric utility industry. Through our global dealer, parts and service network and true value-creating digital solutions, we deliver best-in-class lifecycle support, helping customers maximize return on investment.

With a strong manufacturing footprint in the United States and operations across Europe, India, and Asia Pacific, Terex combines global reach with local expertise to capture opportunities worldwide. Our strategy is clear: exceed customer expectations, invest in innovation, leverage our diversified portfolio, and deliver consistent, profitable growth for our shareholders.

For more information, please visit www.terex.com.

Contact Information

Derek Everitt

VP Investor Relations

Email: InvestorRelations@Terex.com

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(unaudited)

(in millions, except per share data)

Three Months Ended

March 31,

2026 2025

Net sales $ 1,734 $ 1,229

Cost of goods sold (1,528) (982)

Gross profit 206 247

Selling, general and administrative expenses (241) (161)

Amortization of purchased intangibles

(47) (17)

Operating (loss) profit

(82) 69

Other income (expense)

Interest income 4 2

Interest expense (47) (43)

Other expense – net

(1) (2)

(Loss) income before income taxes

(126) 26

Benefit from (provision for) income taxes

33 (5)

(Loss) income from continuing operations

(93) 21

Gain on disposition of discontinued operations – net of tax 4 —

Net (loss) income

(89) 21

Basic (loss) earnings per share

(Loss) income from continuing operations

$ (0.97) $ 0.32

Gain on disposition of discontinued operations – net of tax

0.04 —

Net (loss) income

(0.93) 0.32

Diluted (loss) earnings per share:

(Loss) income from continuing operations

$ (0.97) $ 0.31

Gain on disposition of discontinued operations – net of tax

0.04 —

Net (loss) income

(0.93) 0.31

Weighted average number of shares outstanding in per share calculation

Basic 96.1 66.3

Diluted 96.1 66.9

Net (loss) income

$ (89) $ 21

Other comprehensive (loss) income

(12) 32

Comprehensive (loss) income

$ (101) $ 53

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(unaudited)

(in millions, except par value)

March 31, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 392 $ 772

Other current assets 2,779 1,953

Total current assets 3,171 2,725

Non-current assets

Property, plant and equipment – net 935 760

Other non-current assets 6,082 2,654

Total non-current assets 7,017 3,414

Total assets $ 10,188 $ 6,139

Liabilities and Stockholders’ Equity

Current liabilities

Current portion of long-term debt $ 4 $ 6

Other current liabilities 1,720 1,181

Total current liabilities 1,724 1,187

Non-current liabilities

Long-term debt, less current portion 2,745 2,578

Other non-current liabilities 897 279

Total non-current liabilities 3,642 2,857

Total liabilities 5,366 4,044

Total stockholders’ equity 4,822 2,095

Total liabilities and stockholders’ equity $ 10,188 $ 6,139

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(in millions)

Three Months Ended

March 31,

2026 2025

Operating Activities

Net (loss) income

$ (89) $ 21

Depreciation and amortization 77 39

Changes in operating assets and liabilities and non-cash charges (19) (81)

Net cash used in operating activities

(31) (21)

Investing Activities

Capital expenditures (26) (36)

Other investing activities, net (441) 10

Net cash used in investing activities

(467) (26)

Financing Activities

Net cash provided by (used in) financing activities 122 (50)

Effect of Exchange Rate Changes on Cash and Cash Equivalents (4) 7

Net Decrease in Cash and Cash Equivalents

(380) (90)

Cash and Cash Equivalents at Beginning of Period 772 388

Cash and Cash Equivalents at End of Period $ 392 $ 298

TEREX CORPORATION AND SUBSIDIARIES

SEGMENT RESULTS DISCLOSURE

(unaudited)

(in millions)

2026 2025

% of % of

Net Sales Net Sales

Consolidated

Net sales $ 1,734 $ 1,229

Adjusted EBITDA

173 9.9% 128 10.4%

Net sales $ 412 $ 399

Adjusted EBITDA

74 18.0% 81 20.3%

Net sales $ 419 $ 382

Adjusted EBITDA

63 15.0% 43 11.2%

Net sales $ 436 $ —

Adjusted EBITDA

62 14.2% —

Aerials

Net sales $ 469 $ 450

Adjusted EBITDA

— 0.1% 20 4.4%

Corp and Other / Eliminations

Net sales $ (2) $ (2)

Adjusted EBITDA

(26) * (16) *

* Not a meaningful percentage

GLOSSARY

Non-GAAP Measures Definitions

In an effort to provide investors with additional information regarding the Company’s results, Terex refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures which management believes provides useful information to investors. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. Terex believes that this non-GAAP information is useful to understanding its operating results and the ongoing performance of its underlying businesses. Management of Terex uses both GAAP and non-GAAP financial measures to establish internal budgets and targets and to evaluate the Company’s financial performance against such budgets and targets.

The amounts described below are unaudited, are reported in millions of U.S. dollars (except share data and percentages), and are as of or for the period ended March 31, 2026, unless otherwise indicated.

2026 Outlook

The Company's 2026 outlook for segment operating margin, earnings per share, EBITDA, free cash flow, and free cash flow conversion are non-GAAP financial measures because they exclude the impact of potential future acquisitions, divestitures, restructuring, tariffs, trade policies and other unusual items. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is 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 full-year 2026 GAAP financial results. This forward looking information provides guidance to investors about the Company's 2026 Outlook excluding unusual items that the Company does not believe is reflective of its ongoing operations.

Free Cash Flow

The Company calculates a non-GAAP measure of free cash flow that is defined as Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from sale of capital assets. The Company believes this measure provides management and investors further useful information on cash generation or use in our primary operations and the efficiency with which the Company converts earnings into cash. The following table reconciles Net cash provided by (used in) operating activities to free cash flow (in millions):

Three Months Ended

March 31,

2026 2025

Net cash used in operating activities $ (31) $ (21)

Capital expenditures, net of proceeds from sale of capital assets (26) (34)

Free cash (outflow) $ (57) $ (55)

GAAP to Non-GAAP Reconciliation: Q1 2026

Q1 2026

GAAP

Restructuring and Other

Deal related

Purchase Price Accounting

Divestitures

Tax

Q1 2026

Adjusted (non-GAAP)

Net Sales $ 1,734 — — — — — $ 1,734

Gross Profit 206 1 — 118 — — 325

% of Sales 11.9 % 18.8 %

SG&A (241) — 68 1 (3) — (175)

Amortization of Purchased Intangibles (47) — — 47 — — —

SG&A % of Sales (13.9 %) (10.1 %)

Operating (Loss) Profit

(82) 1 68 166 (3) —

150

Operating Margin (4.7 %) 8.6 %

Net Interest (Expense) Income (43) — — — — — (43)

Other (Expense) Income - Net (1) — — — — — (1)

(Loss) Income Before Income Taxes (126) 1 68 166 (3) — 106

Benefit From (Provision for) Income Taxes 33 — (10) (39) 1 3 (12)

Effective Tax Rate 26.5 % 11.0 %

(Loss) Income from Continuing Operations $ (93) 1 58 127 (2) 3 $ 94

Earnings (Loss) per Share from Continuing Operations $ (0.97) $ 0.01 $ 0.61 $ 1.32 $ (0.02) $ 0.03 $ 0.98

GAAP to Non-GAAP Reconciliation: Q1 2025

Q1 2025

GAAP

Restructuring and Other1

Deal Related

Purchase Price Accounting

Litigation Related

Mark to Market

Q1 2025

Adjusted (non-GAAP)

Net Sales $ 1,229 — — — — — $ 1,229

Gross Profit 247 2 — 4 — — 253

% of Sales 20.1 % 20.5 %

SG&A (161) 4 5 — 10 — (142)

Amortization of Purchased Intangibles (17) — — 17 — — —

SG&A % of Sales (13.1 %) (11.6 %)

Operating Profit

69 6 5 21 10 —

111

Operating Margin 5.6 % 9.1 %

Net Interest Income (Expense) (41) — — — — — (41)

Other Income (Expense) - Net (2) — 1 — — 1 –

Income (Loss) Before Income Taxes 26 6 6 21 10 1 70

(Provision for) Benefit From Income Taxes (5) (1) (1) (5) (2) (1) (15)

Effective Tax Rate 20.3 % 21.0 %

Net Income (Loss) $ 21 5 5 16 8 — $ 55

Earnings (Loss) per Share $ 0.31 $ 0.07 $ 0.07 $ 0.25 $ 0.13 $ — $ 0.83

1Includes previously disclosed adjustments in Q1 2025 pertaining to Accelerated vesting / Severance and Tariff related activity

Segment Operating Profit and Adjusted Operating Profit: Q1 2026 and Q1 2025

Three Months Ended

March 31,

2026

2025

Aerials

MP Aerials

Operating Profit $ 49 $ 63 $ (88) $ (7) $ 56 $ 36 $ 2

Restructuring and Other 1 — — — — 2 2

Purchase Price Accounting 20 — 144 — 21 — —

Litigation Related — — — — — — 10

Divestitures — (5) 2 — — — —

Adjusted Operating Profit $ 70 $ 58 $ 58 $ (7) $ 77 $ 38 $ 14

Net Sales $ 412 $ 419 $ 436 $ 469 $ 399 $ 382 $ 450

OP Margin % 11.9 % 15.0 % (20.2 %) (1.5 %) 14.0 % 9.4 % 0.4 %

Adjusted OP Margin % 17.0 % 13.8 % 13.3 % (1.5 %) 19.4 % 10.0 % 3.0 %

Reconciliation of Q1 2026 Pro Forma Net Sales Performance

Three Months Ended

March 31,

2026 Net Sales (as reported)

$ 1,734

2025 Net Sales (as reported)

1,229

Less: MP Cranes Impact1

(28)

Plus: Specialty Vehicles (Feb 2 - March 31)

364

2025 Net Sales (pro forma)

$ 1,565

Pro Forma YoY Change in Net Sales

$ 169

11 %

1 The Adjusted EBITDA impact from the divested MP Cranes business was $1 million for the three months ended March 31, 2025

EBITDA

EBITDA is defined as earnings, before interest, other non-operating income (loss), income (loss) attributable to non-controlling interest, taxes, depreciation and amortization. The Company calculates this by subtracting the following items from Net income (loss): (Gain) loss on disposition of discontinued operations- net of tax; and (Income) loss from discontinued operations – net of tax. Then adds the Provision for (benefit from) income taxes; Interest & Other (Income) Expense; the Depreciation and Amortization amounts reported in the Consolidated Statement of Cash Flows less amortization of debt issuance costs that are recorded in Interest expense. Adjusted EBITDA is defined as EBITDA plus certain SG&A and other income/expenses.

Terex believes that disclosure of EBITDA and Adjusted EBITDA will be helpful to those reviewing its performance, as EBITDA provides information on Terex’s ability to meet debt service, capital expenditure and working capital requirements, and is also an indicator of profitability.

Three Months Ended

March 31,

2026 2025

Net (loss) income $ (89) $ 21

(Gain) loss on disposition of discontinued operations - net of tax (4) —

Income (loss) from continuing operations (93) 21

Interest & Other (Income) Expense 44 43

Provision for (benefit from) income taxes (33) 5

Operating (loss) profit (82) 69

Depreciation 23 17

Amortization 54 22

Non-Cash Interest Costs (2) (2)

EBITDA $ (7) $ 106

Restructuring and Other 1 6

Deal Related 68 5

Purchase Price Accounting 114 1

Litigation Related — 10

Divestitures (3) —

Adjusted EBITDA $ 173 $ 128

Net Sales $ 1,734 $ 1,229

EBITDA Margin % (0.4 %) 8.7 %

Adjusted EBITDA Margin % 9.9 % 10.4 %

Segment EBITDA and Adjusted EBITDA: Q1 2026 and Q1 2025

Three Months Ended

March 31,

2026

2025

ES MP SV Aerials ES MP Aerials

Net income (loss)1

$ 49 $ 60 $ (91) $ (8) $ 56 $ 33 $ 2

Interest expense

— 3 3 — — 3 —

Other expense

— — — 1 — — —

Operating (Loss) Profit

$ 49 $ 63 $ (88) $ (7) $ 56 $ 36 $ 2

Depreciation

4 5 4 7 4 4 6

Amortization

20 — 31 — 20 1 —

EBITDA

73 68 (53) — 80 41 8

Restructuring and Other

1 — — — — 2 2

Purchase Price Accounting

— — 113 — 1 — —

Litigation Related

— — — — — — 10

Divestitures

— (5) 2 — — — —

Adjusted EBITDA

$ 74 $ 63 $ 62 $ — $ 81 $ 43 $ 20

Net Sales $ 412 $ 419 $ 436 $ 469 $ 399 $ 382 $ 450

EBITDA Margin %

17.7 % 16.2 % (12.2 %) 0.1 % 20.1 % 10.8 % 1.8 %

Adjusted EBITDA Margin %

18.0 % 15.0 % 14.2 % 0.1 % 20.3 % 11.2 % 4.4 %

1 Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.

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