STOCK TITAN

Terex (NYSE: TEX) posts Q1 growth and reaffirms 2026 outlook

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Terex Corporation reported strong top-line growth but a GAAP loss for Q1 2026. Net sales rose to $1.73 billion, up 41% year over year, or 11% on a pro forma basis, helped by the integration of the REV Group business, now the Specialty Vehicles segment.

The company recorded a loss from continuing operations of ($93) million due to significant non-cash and merger-related charges. On an adjusted basis, income from continuing operations was $94 million, with adjusted EPS of $0.98 versus $0.83 a year earlier, and adjusted EBITDA of $173 million at a 9.9% margin.

Backlog increased to $7.1 billion with a 109% book-to-bill ratio, and Terex reaffirmed its 2026 outlook. Management continues to target 2026 sales of $7.5–$8.1 billion, EBITDA of $930 million–$1 billion and EPS of $4.50–$5.00, supported by expected synergies of about $28 million in 2026 from the REV integration.

Positive

  • Strong growth and outlook reaffirmed: Q1 2026 net sales rose 41% reported (11% pro forma) to $1.73 billion, adjusted EPS increased to $0.98 from $0.83, backlog reached $7.1 billion with 109% book-to-bill, and Terex reaffirmed its 2026 guidance for $7.5–$8.1 billion sales and $930M–$1B EBITDA.

Negative

  • GAAP loss and margin pressure: Despite higher revenue, Terex posted a $93 million loss from continuing operations and EBITDA of ($7) million, with Aerials margins near breakeven, reflecting merger-related charges, tariffs and unfavorable mix.

Insights

Terex delivered strong growth and reaffirmed 2026 targets despite merger charges.

Terex grew Q1 2026 net sales to $1.73 billion, up 41% reported and 11% pro forma, driven by all segments and the addition of Specialty Vehicles. Adjusted EBITDA reached $173 million at a 9.9% margin, with adjusted EPS of $0.98 versus $0.83 in Q1 2025.

Reported results were weighed down by non-cash and merger-related items, producing a ($93) million loss from continuing operations and EBITDA of ($7) million. Tariffs and weaker mix in Aerials also compressed margins there to roughly breakeven, while Environmental Solutions and Materials Processing maintained double‑digit adjusted EBITDA margins.

A $7.1 billion backlog and 109% book‑to‑bill support the reiterated 2026 outlook for $7.5–$8.1 billion of sales and $930 million–$1 billion of EBITDA. Delivery of about $28 million of 2026 synergies and the ramp of Specialty Vehicles, alongside tariff and mix dynamics, will be central to whether the company achieves its targeted 12.4% EBITDA margin midpoint for 2026.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 Net Sales $1.73B Quarter ended March 31, 2026; up 41% year over year
Q1 2026 Adjusted EBITDA $173M (9.9% margin) Quarter ended March 31, 2026
Loss from continuing operations $93M Q1 2026 GAAP loss from continuing operations
Q1 2026 Adjusted EPS $0.98 From continuing operations; vs $0.83 in Q1 2025
Backlog $7.1B Backlog at quarter-end Q1 2026; book-to-bill 109%
2026 Sales Outlook $7.5B–$8.1B Full-year 2026 net sales guidance reaffirmed
2026 EBITDA Outlook $930M–$1B Full-year 2026 EBITDA guidance; ~12% YoY pro forma growth
Free Cash Outflow $57M Free cash outflow for Q1 2026
Adjusted EBITDA financial
"Adjusted EBITDA7 of $173 million or 9.9% margin"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
pro forma financial
"Proforma net sales grew by 11% year over year including growth in every segment."
Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.
book-to-bill financial
"Backlog grew to $7.1 billion, Book-to-bill of 109%, providing strong forward visibility"
The book-to-bill ratio compares new orders a company has received (bookings) to the products or services it has invoiced or shipped (billings) over the same period. It matters to investors because a ratio above 1 means demand is outpacing fulfillment and the company may grow revenue or build backlog, while a ratio below 1 suggests slowing demand and possible future revenue weakness — think of it as new customer orders versus what the company actually sold.
free cash flow conversion financial
"FCF Conversion 15 | | 80% - 90%"
Free cash flow conversion measures how effectively a company turns its reported profits into actual cash that can be used for growth, debt repayment, or dividends. It compares the cash generated after expenses to the company's net income, similar to how a person might compare their savings to their paycheck. High conversion indicates the company is efficient at translating profits into cash, which is important for investors assessing its financial health and flexibility.
purchase price accounting financial
"Depreciation & Amortization of ~$110 million excluding amortization pertaining to purchase price accounting"
When one company buys another, purchase price accounting is the way the buyer re-records the acquired business’s assets and debts at current fair values and records any extra amount paid as goodwill. Think of it like buying a house with furniture: you reset the values of the house and contents on the buyer’s books and note any premium paid. This matters to investors because it changes reported assets, expenses and profits, which affect valuation, comparisons and future earnings expectations.
232 tariffs financial
"includes the impact of the recent change in 232 tariffs which is expected to be negligible"
232 tariffs are import duties imposed under a U.S. trade law that lets the government raise taxes on certain foreign goods if those imports are deemed a threat to national security. For investors, these duties act like a sudden extra charge on specific materials or products—raising costs for companies that rely on those imports, changing competitive advantages, and creating uncertainty in supply chains and profit margins.
Net Sales $1.73B +41% YoY reported; +11% pro forma
Adjusted EBITDA $173M vs $128M in Q1 2025
GAAP EPS from continuing operations ($0.97) vs $0.31 in Q1 2025
Adjusted EPS from continuing operations $0.98 vs $0.83 in Q1 2025
Backlog $7.1B book-to-bill 109% in Q1 2026
Guidance

Terex reaffirmed 2026 outlook for sales of $7.5–$8.1 billion, EBITDA of $930 million–$1 billion and EPS of $4.50–$5.00, including about $28 million of 2026 synergies from Specialty Vehicles.

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)
Delaware1-1070234-1531521
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)
301 Merritt 7, 4th Floor
NorwalkConnecticut
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)TEXNew 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
104Cover 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 -

tx_redblka.jpg

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.


1



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.
2



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."

3



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 Baseline2026
Environmental Solutions$1,691MSD
Materials Processing8
$1,578HSD
Specialty Vehicles9
$2,179HSD
Aerials
$2,060Flat
Figures in millions
MSD = revenue up mid single-digits
HSD = revenue up high single-digits

4



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.
5


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
6


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,
20262025
Net sales$1,734 $1,229 
Cost of goods sold(1,528)(982)
Gross profit206 247 
Selling, general and administrative expenses(241)(161)
Amortization of purchased intangibles
(47)(17)
Operating (loss) profit
(82)69 
Other income (expense)
Interest income
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— 
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
Basic96.1 66.3 
Diluted96.1 66.9 
Net (loss) income
$(89)$21 
Other comprehensive (loss) income
(12)32 
Comprehensive (loss) income
$(101)$53 

7


TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(in millions, except par value)

March 31, 2026December 31, 2025
Assets
Current assets
Cash and cash equivalents$392 $772 
Other current assets2,779 1,953 
Total current assets3,171 2,725 
Non-current assets
Property, plant and equipment – net935 760 
Other non-current assets6,082 2,654 
Total non-current assets7,017 3,414 
Total assets$10,188 $6,139 
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt$$
Other current liabilities1,720 1,181 
Total current liabilities1,724 1,187 
Non-current liabilities
Long-term debt, less current portion2,745 2,578 
Other non-current liabilities897 279 
Total non-current liabilities3,642 2,857 
Total liabilities5,366 4,044 
Total stockholders’ equity4,822 2,095 
Total liabilities and stockholders’ equity$10,188 $6,139 


8


TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(in millions)
Three Months Ended
March 31,
20262025
Operating Activities
Net (loss) income
$(89)$21 
Depreciation and amortization77 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 activities122 (50)
Effect of Exchange Rate Changes on Cash and Cash Equivalents(4)
Net Decrease in Cash and Cash Equivalents
(380)(90)
Cash and Cash Equivalents at Beginning of Period772 388 
Cash and Cash Equivalents at End of Period$392 $298 

9


TEREX CORPORATION AND SUBSIDIARIES
SEGMENT RESULTS DISCLOSURE
(unaudited)
(in millions)


Q1
20262025
% of% of
Net SalesNet Sales
Consolidated
Net sales$1,734$1,229 
Adjusted EBITDA
1739.9%128 10.4%
ES
Net sales$412 $399 
Adjusted EBITDA
74 18.0%81 20.3%
MP
Net sales$419 $382 
Adjusted EBITDA
63 15.0%43 11.2%
SV
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

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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,
20262025
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)


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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 Profit206— 118 — — 325
% of Sales11.9%18.8%
SG&A(241)— 68 (3)— (175)
Amortization of Purchased Intangibles(47)— — 47 — — — 
SG&A % of Sales(13.9%)(10.1%)
Operating (Loss) Profit
$
(82)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)68 166 (3)— 106
Benefit From (Provision for) Income Taxes33— (10)(39)(12)
Effective Tax Rate26.5%11.0%
(Loss) Income from Continuing Operations$(93)58127 (2)$94
Earnings (Loss) per Share from Continuing Operations$(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 Profit247— — — 253
% of Sales20.1%20.5%
SG&A(161)— 10 — (142)
Amortization of Purchased Intangibles(17)— — 17 — — — 
SG&A % of Sales(13.1%)(11.6%)
Operating Profit
$
6921 10 — 
$
111
Operating Margin5.6%9.1%
Net Interest Income (Expense)(41)— — — — — (41)
Other Income (Expense) - Net(2)— — — 
Income (Loss) Before Income Taxes2621 10 70
(Provision for) Benefit From Income Taxes(5)(1)(1)(5)(2)(1)(15)
Effective Tax Rate20.3%21.0%
Net Income (Loss)$2116 — $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

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

Three Months Ended
March 31,
2026
2025
ES
MP
SV
Aerials
ES
MPAerials
Operating Profit$49 $63 $(88)$(7)$56 $36 $
Restructuring and Other— — — — 
Purchase Price Accounting20 — 144 — 21 — — 
Litigation Related— — — — — — 10 
Divestitures— (5)— — — — 
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


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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,
20262025
Net (loss) income$(89)$21 
(Gain) loss on disposition of discontinued operations - net of tax(4)— 
Income (loss) from continuing operations(93)21 
Interest & Other (Income) Expense44 43 
Provision for (benefit from) income taxes(33)
Operating (loss) profit(82)69 
Depreciation23 17 
Amortization54 22 
Non-Cash Interest Costs(2)(2)
EBITDA$(7)$106 
Restructuring and Other
Deal Related68 
Purchase Price Accounting114 
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 %

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Segment EBITDA and Adjusted EBITDA: Q1 2026 and Q1 2025
Three Months Ended
March 31,
2026
2025
ESMPSVAerialsESMPAerials
Net income (loss)1
$49 $60 $(91)$(8)$56 $33 $
Interest expense
— — — — 
Other expense
— — — — — — 
Operating (Loss) Profit
$49 $63 $(88)$(7)$56 $36 $
Depreciation
Amortization
20 — 31 — 20 — 
EBITDA
73 68 (53)— 80 41 
Restructuring and Other
— — — — 
Purchase Price Accounting
— — 113 — — — 
Litigation Related
— — — — — — 10 
Divestitures
— (5)— — — — 
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.
15

FAQ

How did Terex (TEX) perform financially in Q1 2026?

Terex reported Q1 2026 net sales of $1.73 billion, up 41% year over year, or 11% on a pro forma basis. It posted a $93 million loss from continuing operations, but delivered $94 million adjusted income and $173 million adjusted EBITDA at a 9.9% margin.

What was Terex (TEX) earnings per share in Q1 2026?

Diluted EPS from continuing operations was ($0.97) in Q1 2026 due to non-cash and merger-related charges. On an adjusted basis, diluted EPS from continuing operations was $0.98, up from $0.83 in the first quarter of 2025, reflecting improved underlying performance.

How large is Terex (TEX) backlog and book-to-bill after Q1 2026?

Terex ended Q1 2026 with a backlog of $7.1 billion, providing visibility into future revenue. Bookings of $2.1 billion produced a 109% book-to-bill ratio, indicating orders exceeded shipments and supporting the company’s reiterated full-year outlook.

What 2026 financial outlook did Terex (TEX) reaffirm?

Terex reaffirmed 2026 guidance for sales of $7.5–$8.1 billion and EBITDA of $930 million–$1 billion, implying about 12% year-over-year EBITDA growth on a pro forma basis and an expected 12.4% EBITDA margin at the midpoint of the range.

How did Terex’s Specialty Vehicles segment perform in Q1 2026?

The Specialty Vehicles segment generated $436 million of net sales in Q1 2026, up 20% year over year on a pro forma basis. EBITDA was ($53) million due to merger-related items, but adjusted EBITDA reached $62 million, or a 14.2% margin.

What was Terex (TEX) liquidity and cash flow position after Q1 2026?

As of March 31, 2026, Terex reported $1.0 billion of liquidity, including cash and revolver availability. Free cash outflow was $57 million in the quarter, similar to the prior year, reflecting $31 million used in operations and $26 million of capital expenditures.

Did Terex (TEX) return capital to shareholders in Q1 2026?

Through March 31, 2026, Terex returned $19 million to shareholders via dividends. The company also reported having approximately $183 million remaining under its share repurchase programs, providing capacity for potential future buybacks alongside its growth investments.

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