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  4. [8-K] TEREX CORP Reports Material Event

Terex Q3 sales rise 58.4%; approves $500M buyback

Terex said its Aerials separation process advanced from evaluating inbound interest to active engagement with multiple strategic counterparties.

Filing Impact
(High)
Filing Sentiment

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Form Type
8-K

Rhea-AI Filing Summary

Terex Corporation (TEX) reported third-quarter 2026 net sales of $2.197 billion, up 58.4% on a reported basis and 11.6% pro forma. Net income was $114 million, versus $65 million a year earlier; adjusted net income was $171 million, versus $100 million. Adjusted EBITDA was $286 million, up 13.9% on a pro forma basis from $251 million, at a 13.0% margin. Operating cash flow was $241 million and free cash flow was $209 million. Bookings were $2.3 billion, and backlog was $7.0 billion.

Terex refined its 2026 outlook to sales of $8.0 billion to $8.2 billion, adjusted EBITDA of $930 million to $960 million, adjusted diluted EPS of $4.80 to $5.00, and free cash flow of $360 million to $400 million. The board approved a new $500 million share repurchase authorization; Terex said $611 million was available for repurchases following the authorization. Terex returned $91 million to shareholders through dividends and repurchases during the quarter.

3 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 3 points

How the balance works

Positive

  • Moderate pointReported third-quarter sales rose 58.4% to $2.197 billion.
  • Moderate pointPro forma adjusted EBITDA increased 13.9% to $286 million.
  • Moderate pointThird-quarter net income was $114 million, versus $65 million.

Negative

  • Moderate pointNine-month net income was $135 million, versus $158 million.
  • Moderate pointEnvironmental Solutions sales declined 8.0% to $400 million.
  • Moderate pointEnvironmental Solutions adjusted EBITDA was $61 million, versus $83 million.

Filing Explained

Terex reports that Aerials carve-out work has advanced from evaluating inbound interest to active engagement with multiple strategic counterparties; this remains a separation process, not a completed transfer, so the filing establishes no current change in segment ownership.

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, or exhibit attachments filed with this report.
Net sales $2.197 billion Third quarter 2026; up 58.4% on a reported basis and 11.6% pro forma year over year.
Net income $114 million Third quarter 2026, compared with $65 million in third quarter 2025.
Adjusted EBITDA $286 million Third quarter 2026; up 13.9% pro forma year over year from $251 million.
Free cash flow $209 million Third quarter 2026; up $79 million from the prior-year period.
Bookings $2.3 billion Third quarter 2026; up 52.7% year over year on a pro forma basis.
Backlog $7.0 billion Third quarter 2026; up $802 million, or 12.9% on a pro forma basis, versus the prior year.
Share repurchase authorization $500 million New authorization approved by the board.
2026 net sales outlook $8.0 billion to $8.2 billion Refined full-year 2026 outlook.
Adjusted EBITDA financial
"Adjusted EBITDA was $286 million, or 13.0% of net sales"
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
"Pro forma net sales grew by 11.6% year over year"
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.
free cash flow financial
"Free cash flow of $209 million, up $79 million from the prior year period"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
book-to-bill financial
"reflects a book-to-bill of 103%"
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.
Net sales $2.197 billion Up 58.4% on a reported basis and 11.6% pro forma year over year.
Net income $114 million Compared with $65 million in third quarter 2025.
Adjusted EBITDA $286 million Up $35 million, or 13.9%, on a pro forma basis compared with third quarter 2025.
Free cash flow $209 million Up $79 million from the prior-year period.
Guidance

Terex refined its 2026 outlook to sales of $8.0 billion to $8.2 billion; adjusted EBITDA of $930 million to $960 million, with an 11.7% margin at the midpoint; adjusted diluted EPS of $4.80 to $5.00; and free cash flow of $360 million to $400 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were TEX's bookings and backlog in Q3 2026?
Bookings were $2.3 billion, up 52.7% year over year on a pro forma basis, and backlog was $7.0 billion, up $802 million, or 12.9% on a pro forma basis, versus the prior year.

What does TEX's 2026 adjusted diluted EPS outlook assume?
The adjusted diluted EPS outlook is $4.80 to $5.00, with stated assumptions and commentary including approximately $28 million of realized synergies for 2026, on-target to achieving a $75 million annual run-rate within 2 years, current tariff rates, interest of approximately $180 million, a full-year effective tax rate of approximately 19%, and average diluted shares outstanding of approximately 110 million for 2026, including approximately 113 million in Q4.

What is the status of TEX's Aerials separation?
Terex said it had advanced carve-out work and moved from evaluating inbound interest to active engagement with multiple strategic counterparties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR
0000097216false00000972162026-10-282026-10-28

                                                        
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) October 28, 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 October 28, 2026, in which Terex provided certain third 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 Wednesday, October 28, 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 October 28, 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: October 28, 2026
                                    
TEREX CORPORATION
By: /s/ Jennifer Kong-Picarello
Jennifer Kong-Picarello
Senior Vice President and Chief Financial Officer

- 2 -

tx_redblka.jpg

Terex Reports Third Quarter 2026 Results

•Sales of $2.2 billion, up 58.4% on a reported basis, pro forma sales up 11.6%
•Net income of $114 million, adjusted1 net income of $171 million
•Adjusted1 EBITDA7 of $286 million or 13.0% margin
•Diluted EPS of $1.00 and adjusted1 Diluted EPS2 of $1.50
•Bookings of $2.3 billion increased 52.7% year over year on a pro forma13 basis
•Refining 2026 Outlook5: Sales of $8.0 to $8.2 billion, Adjusted1 EBITDA7 of $930 million to $960 million with 11.7% Adjusted1 EBITDA7 margin at the midpoint, and Free cash flow of $360 million to $400 million
•Board approves a new $500 million share repurchase authorization

Norwalk, CT, October 28, 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 third quarter 2026.

CEO Commentary

“Terex delivered higher sales, adjusted EBITDA and cash flow in the third quarter versus the prior year, with solid order activity increasing across all four segments, resulting in $7 billion backlog that provides meaningful forward visibility across the portfolio. We are also making progress integrating the expanded company, capturing synergies, and applying more consistent operating discipline to improve execution and returns,” Simon Meester, Terex President & CEO said.

“Over the past few months we have made good progress in the process of separating the Aerials segment, by advancing the carve-out work and moving from evaluating inbound interest to active engagement with multiple strategic counterparties. At the same time, the Aerials team remains focused on serving customers, growing the business and improving performance. Our priority is to achieve a successful outcome that maximizes value for Terex shareholders.”

Third Quarter Operational and Financial Highlights
•$7.0 billion backlog increased $802 million, or 12.9% on a pro forma basis, versus the prior year, driven by increased bookings in each segment. Bookings of $2.3 billion increased 52.7% year over year on a pro forma basis and reflects a book-to-bill of 103%.
•Net sales of $2.2 billion were 58.4% higher than the third quarter of 2025 on a reported basis. Pro forma net sales grew by 11.6% year over year, driven by growth in Materials Processing ("MP"), Specialty Vehicles ("SV"), and Aerials.
•Adjusted1 EBITDA of $286 million increased on a pro forma basis by $35 million, or 13.9%, compared to the third quarter of 2025. The year-over-year change was driven by meaningful improvements in the MP and SV segments.
•Net income was $114 million, or $1.00 per diluted share, compared to $65 million, or $0.98 per diluted share, in the third quarter of 2025. Adjusted1 net income was $171 million, or $1.50 per diluted share for the third quarter of 2026, compared to $100 million, or $1.50 per diluted share, in the third quarter of 2025.



1

Business Segment Review

Environmental Solutions
•Net sales of $400 million were down 8.0% or $35 million year over year, primarily due to lower shipments of refuse collection vehicles ("RCVs"), partially offset by higher utilities product sales.
•Adjusted1 EBITDA was $61 million or 15.3% of net sales for the third quarter of 2026, compared to $83 million, or 19.2% of net sales in the prior year. The decrease was driven by unfavorable mix, inefficiencies related to a production ramp up in Utilities, under-absorption associated with lower refuse collection vehicle production volume and inflationary pressures.

Materials Processing
•Net sales of $434 million were up 4.1% or $17 million year over year. On a pro forma13 basis, net sales were up 11.3% year over year, driven by increased shipments across most product categories, with the largest increase coming from Aggregates in North America.
•Adjusted1 EBITDA was $84 million, or 19.3% of net sales for the third quarter of 2026, compared to the prior year of $56 million, or 13.5% of net sales and $55 million, or 14.0% of net sales, on a pro forma13 basis. The improvement was driven by higher shipment volume, favorable mix, price cost discipline, and improved absorption driven by higher production volumes.

Specialty Vehicles
•Net sales of $657 million were up 8.1% or $49 million year over year on a pro forma13 basis, driven by increased shipments of fire apparatus and recreational vehicles.
•Adjusted1 EBITDA was $105 million, or 16.0% of net sales for the third quarter of 2026, compared to $79 million, or 13.0% of net sales on a pro forma13 basis in the prior year. The increase was primarily due to operational efficiency and price cost discipline, partially offset by inflationary pressures.

Aerials
•Net sales of $709 million were up 32.0% or $172 million year over year, primarily due to higher shipment volume resulting from strong demand from national customers and increased customer capital spending on large projects.
•Adjusted1 EBITDA was $62 million, or 8.7% of net sales, for the third quarter of 2026, compared to $56 million, or 10.5% of net sales in the prior year. The change was primarily due to higher sales and cost out actions, partially offset by unfavorable customer mix, inflationary and tariff pressures.

Balance Sheet and Liquidity
•Free cash flow7 of $209 million, up $79 million from the prior year period.
•As of September 30, 2026, liquidity (cash and availability under our revolving line of credit) was $1.2 billion.
•During the third quarter of 2026, Terex deployed $32 million in capital expenditures and investments to support future business growth and operational improvements.
•During the third quarter of 2026, Terex returned $19 million to shareholders through dividends and $72 million through share repurchases, leaving approximately $111 million available for repurchase under our current share repurchase programs.
•The Board of Directors authorized a new $500 million share repurchase program, totaling $611 million available for repurchase.
2

CFO Commentary

“Terex delivered solid third-quarter financial performance, with pro forma sales growth of approximately 12% and pro forma adjusted EBITDA growth of 14%, reflecting higher volumes, solid operating execution and realized synergies. Improved working capital efficiency contributed to $241 million of operating cash flow and $209 million of free cash flow during the quarter. We returned $91 million to shareholders through share repurchases and dividends while reducing debt by $113 million,” said Jennifer Kong-Picarello, Terex Senior Vice President and Chief Financial Officer. “The Board’s new $500 million share repurchase authorization provides additional flexibility to return capital opportunistically within our balanced capital allocation framework, while maintaining the capacity to invest in the business and strengthen the balance sheet.”


3

2026 Outlook
Based on third quarter performance, backlog visibility, and synergy realization, the company is refining its full year outlook. It expects 2026 sales to grow approximately 8.5% on a pro forma14 basis to $8.0 to $8.2 billion, Adjusted1 EBITDA to grow by approximately 10% year over year on a pro forma14 basis to between $930 million and $960 million, or 11.7% Adjusted1 EBITDA margin at the mid-point, and Free cash flow of $360 million to $400 million. The Adjusted1 Diluted EPS2 outlook of $4.80 - $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
•Interest of ~$180 million, consistent with pro-forma 2025
•Full year effective tax rate of ~19%
•Full year average diluted shares outstanding of ~110 million for 2026, including ~113 million in Q4


Terex Outlook4,5,6,10,11,12,14
Net Sales3
$8.0B - $8.2B
Adjusted EBITDA1
$930M - $960M
Adjusted Diluted EPS1,2
$4.80 - $5.00
Free Cash Flow1
$360M - $400M


Segment Net Sales Outlook5
Prior Year Baseline2026
Environmental Solutions$1,691Flat
Materials Processing8
$1,578LDD
Specialty Vehicles9
$2,179HSD
Aerials$2,060LDD
Figures in millions
LDD = revenue up low double-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 Wednesday, October 28, 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 diluted share count ~110 million; Q4 diluted share count ~113 million.
3 Legacy sales expected to increase by ~10% 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 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 ~$180 million
11 Tax rate ~19%
12 Depreciation & Amortization of ~$95 million excluding amortization pertaining to purchase price accounting and non-cash interest costs
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.

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 disclosed, 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
Drew Konop, CFA
VP Investor Relations
Email: InvestorRelations@Terex.com
6

TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
(in millions, except per share data)


Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net sales$2,197 $1,387 $6,169 $4,103 
Cost of goods sold(1,762)(1,088)(5,083)(3,248)
Gross profit435 299 1,086 855 
Selling, general and administrative expenses(199)(142)(650)(465)
Amortization of purchased intangibles
(53)(17)(148)(52)
Operating profit183 140 288 338 
Other income (expense)
Interest income5 3 14 7 
Interest expense(49)(45)(147)(132)
Other (expense) income – net (4)(4)(8)(4)
Income before income taxes135 94 147 209 
Provision for income taxes(21)(29)(16)(51)
Income from continuing operations114 65 131 158 
Income from discontinued operations – net of tax— — 4 — 
Net income$114 $65 $135 $158 
Basic earnings per share
Income from continuing operations$1.01 $0.99 $1.22 $2.40 
Income from discontinued operations – net of tax— — 0.04 — 
Net income$1.01 $0.99 $1.26 $2.40 
Diluted earnings per share:
Income from continuing operations$1.00 $0.98 $1.21 $2.38 
Income from discontinued operations – net of tax— — 0.04 — 
Net income$1.00 $0.98 $1.25 $2.38 
Weighted average number of shares outstanding in per share calculation
Basic113.3 65.6 107.5 65.9 
Diluted114.0 66.2 108.3 66.4 
Net income$114 $65 $135 $158 
Other comprehensive income (loss)1 (8)(11)98 
Comprehensive income$115 $57 $124 $256 

7

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

September 30, 2026December 31, 2025
Assets
Current assets
Cash and cash equivalents$407 $772 
Other current assets2,991 1,953 
Total current assets3,398 2,725 
Non-current assets
Property, plant and equipment – net966 760 
Other non-current assets5,932 2,654 
Total non-current assets6,898 3,414 
Total assets$10,296 $6,139 
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt$24 $6 
Other current liabilities1,905 1,181 
Total current liabilities1,929 1,187 
Non-current liabilities
Long-term debt, less current portion2,554 2,578 
Other non-current liabilities855 279 
Total non-current liabilities3,409 2,857 
Total liabilities5,338 4,044 
Total stockholders’ equity4,958 2,095 
Total liabilities and stockholders’ equity$10,296 $6,139 


8

TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in millions)
Nine Months Ended
September 30,
20262025
Operating Activities
Net income$135 $158 
Depreciation and amortization246 113 
Changes in operating assets and liabilities and non-cash charges(43)(36)
Net cash provided by operating activities338 235 
Investing Activities
Capital expenditures(90)(84)
Other investing activities, net(429)40 
Net cash used in investing activities(519)(44)
Financing Activities
Net cash used in financing activities(177)(98)
Effect of Exchange Rate Changes on Cash and Cash Equivalents(7)28 
Net (Decrease) Increase in Cash and Cash Equivalents(365)121 
Cash and Cash Equivalents at Beginning of Period772 388 
Cash and Cash Equivalents at End of Period$407 $509 

9

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


Q3Year to Date
2026202520262025
% of% of% of% of
Net SalesNet SalesNet SalesNet Sales
Consolidated
Net sales$2,197$1,387 $6,169 $4,103 
Adjusted EBITDA
28613.0%186 13.4%727 11.8%495 12.1%
ES
Net sales$400 $435 $1,267 $1,264 
Adjusted EBITDA
61 15.3%83 19.2%215 17.0%251 19.8%
MP
Net sales$434 $417 $1,317 $1,253 
Adjusted EBITDA
84 19.3%56 13.5%234 17.8%162 12.9%
SV
Net sales$657 $— $1,744 $— 
Adjusted EBITDA
105 16.0%— 
*
262 15.0%— *
Aerials
Net sales$709 $537 $1,851 $1,594 
Adjusted EBITDA
62 8.7%56 10.5%100 5.4%131 8.2%
Corp and Other / Eliminations
Net sales$(3)$(2)$(10)$(8)
Adjusted EBITDA
(26)*(9)*(84)*(49)*
* Not a meaningful percentage

10

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 per share data and percentages), and are as of or for the period ended September 30, 2026, unless otherwise indicated.

2026 Outlook

The Company's 2026 outlook for Adjusted EBITDA, adjusted diluted earnings per share, and free cash flow 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 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 in our primary operations. The following table reconciles Net cash provided by operating activities to free cash flow (in millions):

Three Months Ended
September 30,
20262025
Net cash provided by operating activities$241 $154 
Capital expenditures, net of proceeds from sale of capital assets(32)(24)
Free cash flow$209 $130 


11

GAAP to Non-GAAP Reconciliation: Q3 2026
Q3 2026
GAAP
Restructuring and Other
Deal related
Purchase Price Accounting
Divestitures
Q3 2026
Adjusted (non-GAAP)
Net Sales$2,197— — — — $2,197
Gross Profit435— — 5 — 440
% of Sales19.8%20.0%
SG&A(199)(15)9 2 23 (180)
Amortization of Purchased Intangibles(53)— — 53 — — 
SG&A % of Sales(9.1%)(8.2%)
Operating Profit
$
183(15)9 60 23 
$
260
Operating Margin8.3%11.9%
Net Interest (Expense)(44)— — — — (44)
Other (Expense) - Net(4)— — — — (4)
Income Before Income Taxes135(15)9 60 23 212
(Provision For) Benefit From Income Taxes(21)4 (3)(15)(6)(41)
Effective Tax Rate15.6%19.3%
Net Income$114(11)645 17 $171
Earnings per Diluted Share$1.00$(0.10)$0.05 $0.40 $0.15 $1.50


GAAP to Non-GAAP Reconciliation: Q3 2025
Q3 2025
GAAP
Restructuring and Other
Deal Related
Purchase Price Accounting
Equity Security RelatedTax
Q3 2025
Adjusted (non-GAAP)
Net Sales$1,387— — — — — $1,387
Gross Profit2993 — 3 — — 305
% of Sales21.6%22.0%
SG&A(142)2 3 — — — (137)
Amortization of Purchased Intangibles(17)— — 17 — — — 
SG&A % of Sales(10.2%)(9.9%)
Operating Profit
$
1405 3 20 — — 
$
168
Operating Margin10.1%12.1%
Net Interest (Expense)(42)— — — — — (42)
Other (Expense) Income - Net(4)— 1 — 1 — (2)
Income Before Income Taxes945 4 20 1 — 124
(Provision For) Benefit From Income Taxes(29)(1)(1)(4)— 11 (24)
Effective Tax Rate31.4%19.9%
Net Income$654 3 16 1 11 $100
Earnings per Diluted Share$0.98$0.06 $0.04 $0.24 $0.01 $0.17 $1.50



12

GAAP to Non-GAAP Reconciliation: YTD Q3 2026
YTD Q3 2026
GAAP
Restructuring and Other
Deal related
Purchase Price Accounting
Divestitures
Equity Security RelatedTax
YTD Q3 2026
Adjusted (non-GAAP)
Net Sales$6,169— — — — — — $6,169
Gross Profit1,0864 — 112 — — — 1,202
% of Sales17.6%19.5%
SG&A(650)(12)90 5 20 — — (547)
Amortization of Purchased Intangibles(148)— — 148 — — — — 
SG&A % of Sales(10.5%)(8.9%)
Operating Profit (Loss)
$
288(8)90 265 20 — — 
$
655
Operating Margin4.7%10.6%
Net Interest (Expense)(133)— — — — — — (133)
Other (Expense) - Net(8)— — — — 1 — (7)
Income (Loss) Before Income Taxes147(8)90 265 20 1 — 515
(Provision For) Benefit From Income Taxes(16)1 (16)(63)(5)— 6 (93)
Effective Tax Rate11.0%18.1%
Income (Loss) from Continuing Operations$131(7)74202 15 1 6 $422
Earnings (Loss) per Diluted Share$1.21$(0.06)$0.67 $1.87 $0.14 $0.01 $0.06 $3.90


GAAP to Non-GAAP Reconciliation: YTD Q3 2025
YTD Q3 2025
GAAP
Restructuring and Other1
Deal Related
Purchase Price Accounting
Litigation Related
Equity Security RelatedTax
YTD Q3 2025
Adjusted (non-GAAP)
Net Sales$4,103— — — — — — $4,103
Gross Profit85511 — 9 — — — 875
% of Sales20.8%21.3%
SG&A(465)11 11 1 10 — — (432)
Amortization of Purchased Intangibles(52)— — 52 — — — — 
SG&A % of Sales(11.3%)(10.5%)
Operating Profit
$
33822 11 62 10 — — 
$
443
Operating Margin8.2%10.8%
Net Interest (Expense)(125)— — — — — — (125)
Other (Expense) Income - Net(4)— 3 — — (3)— (4)
Income (Loss) Before Income Taxes20922 14 62 10 (3)— 314
(Provision For) Benefit From Income Taxes(51)(5)(4)(13)(2)1 13 (61)
Effective Tax Rate24.5%19.7%
Net Income (Loss)$15817 10 49 8 (2)13 $253
Earnings (Loss) per Diluted Share$2.38$0.26 $0.15 $0.74 $0.12 $(0.04)$0.20 $3.81

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




13

Segment Operating Profit and Adjusted Operating Profit: Q3 2026 and Q3 2025

Three Months Ended
September 30,
2026
2025
ES
MP1
SV1
Aerials
ES
MPAerials
Operating Profit$52 $75 $43 $54 $58 $52 $45 
Restructuring and Other(16)— — 1 1 (1)5 
Purchase Price Accounting20 — 37 — 20 — — 
Divestitures— 3 20 — — — — 
Adjusted Operating Profit$56 $79 $99 $55 $79 $51 $50 
Net Sales$400 $434 $657 $709 $435 $417 $537 
OP Margin %13.0%17.3%6.5%7.6%13.3%12.5%8.4%
Adjusted OP Margin %14.1%18.2%15.1%7.8%18.3%12.4%9.2%
1Column does not foot due to rounding

Segment Operating Profit and Adjusted Operating Profit: YTD Q3 2026 and Q3 2025

Nine Months Ended
September 30,
2026
2025
ES
MP
SV
Aerials
ES
MPAerials
Operating Profit$156 $221 $28 $73 $175 $137 $93 
Restructuring and Other(15)— — 7 1 10 9 
Purchase Price Accounting60 — 196 — 62 — — 
Litigation Related— — — — — — 10 
Divestitures— (2)22 — — — — 
Adjusted Operating Profit$201 $219 $246 $80 $238 $147 $112 
Net Sales$1,267 $1,317 $1,744 $1,851 $1,264 $1,253 $1,594 
OP Margin %12.3%16.8%1.6%3.9%13.8%10.9%5.8%
Adjusted OP Margin %15.9%16.6%14.1%4.3%18.9%11.8%7.0%

Reconciliation of Q3 2026 Pro Forma Net Sales Performance
Three Months Ended
September 30,
2026 Net Sales (as reported)
$2,197 
2025 Net Sales (as reported)
1,387 
Less: MP Cranes Impact1
(27)
Plus: Specialty Vehicles608 
2025 Net Sales (pro forma)
$1,968 
Pro Forma YoY Change in Net Sales
$229 
11.6 %
1 The Adjusted EBITDA impact from the divested MP Cranes business was $2 million for the three months ended September 30, 2025
14

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 the company believes are not indicative of ongoing operating performance.

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.



15

EBITDA and Adjusted EBITDA: Q3 2026 QTD
Three Months Ended
September 30, 2026
ES
MP3
SV3
AerialsCorporate and Other / ElimsTotal
Net income (loss)1
$52 $71 $39 $53 $(101)$114 
Provision for income taxes— — — — 21 21 
Interest income— — — — (5)(5)
Interest expense— 4 4 — 41 49 
Other expense - net— — — 1 3 4 
Operating Profit (Loss)$52 $75 $43 $54 $(41)$183 
Depreciation2
5 4 7 7 3 26 
Amortization2
20 1 40 — 3 64 
Non-Cash Interest Costs— — — — (2)(2)
EBITDA$77 $80 $90 $61 $(37)$271 
Restructuring and Other(16)— — 1 — (15)
Deal Related— — — — 9 9 
Purchase Price Accounting— — (4)— 2 (2)
Divestitures— 3 20 — — 23 
Adjusted EBITDA$61 $84 $105 $62 $(26)$286 
Net Sales$400 $434 $657 $709 $(3)$2,197 
EBITDA Margin %19.3%18.4%13.7%8.6%*12.3%
Adjusted EBITDA Margin %15.3%19.3%16.0%8.7%*13.0%
1 Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.
2 These line items include $1 million of depreciation and $60 million of amortization within the ES and SV segments related to purchase price accounting.
3 Column does not foot due to rounding

EBITDA and Adjusted EBITDA: Q3 2025 QTD
Three Months Ended
September 30, 2025
ESMPAerialsCorporate and Other / ElimsTotal
Net income (loss)1
$58 $48 $44 $(85)$65 
Provision for income taxes— — — 29 29 
Interest income— — — (3)(3)
Interest expense— 4 — 41 45 
Other expense - net— — 1 3 4 
Operating Profit (Loss)$58 $52 $45 $(15)$140 
Depreciation4 5 6 3 18 
Amortization2
20 — — 2 22 
Non-Cash Interest Costs— — — (2)(2)
EBITDA$82 $57 $51 $(12)$178 
Restructuring and Other1 (1)5 — 5 
Deal Related— — — 3 3 
Adjusted EBITDA$83 $56 $56 $(9)$186 
Net Sales$435 $417 $537 $(2)$1,387 
EBITDA Margin %18.9%13.7%9.5%*12.8%
Adjusted EBITDA Margin %19.2%13.5%10.5%*13.4%
1 Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.
2 This line item includes $20 million of amortization within the ES segment related to purchase price accounting.





16

EBITDA and Adjusted EBITDA: Q3 2026 YTD
Nine Months Ended
September 30, 2026
ESMPSVAerialsCorporate and Other / ElimsTotal
Net income (loss)1
$156 $210 $17 $69 $(317)$135 
Gain on disposition of discontinued operations - net of tax— — — — (4)(4)
Provision for income taxes— — — — 16 16 
Interest income— — — — (14)(14)
Interest expense— 11 11 1 124 147 
Other expense - net— — — 3 5 8 
Operating Profit (Loss)$156 $221 $28 $73 $(190)$288 
Depreciation2
14 13 18 20 8 73 
Amortization2
60 2 107 — 9 178 
Non-Cash Interest Costs— — — — (5)(5)
EBITDA$230 $236 $153 $93 $(178)$534 
Restructuring and Other(15)— — 7 — (8)
Deal Related— — — — 90 90 
Purchase Price Accounting— — 87 — 4 91 
Divestitures— (2)22 — — 20 
Adjusted EBITDA$215 $234 $262 $100 $(84)$727 
Net Sales$1,267 $1,317 $1,744 $1,851 $(10)$6,169 
EBITDA Margin %18.2%17.9%8.8%5.0%*8.7%
Adjusted EBITDA Margin %17.0%17.8%15.0%5.4%*11.8%
1 Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.
2 These line items include $2 million of depreciation and $166 million of amortization within the ES and SV segments related to purchase price accounting.

EBITDA and Adjusted EBITDA: Q3 2025 YTD
Nine Months Ended
September 30, 2025
ESMPAerialsCorporate and Other / ElimsTotal
Net income (loss)1
$175 $126 $92 $(235)$158 
Provision for income taxes— — — 51 51 
Interest income— — — (7)(7)
Interest expense— 11 — 121 132 
Other expense - net— — 1 3 4 
Operating Profit (Loss)$175 $137 $93 $(67)$338 
Depreciation13 13 19 5 50 
Amortization2
60 2 — 6 68 
Non-Cash Interest Costs— — — (6)(6)
EBITDA$248 $152 $112 $(62)$450 
Restructuring and Other1 10 9 2 22 
Deal Related— — — 11 11 
Purchase Price Accounting2 — — — 2 
Litigation Related— — 10 — 10 
Adjusted EBITDA$251 $162 $131 $(49)$495 
Net Sales$1,264 $1,253 $1,594 $(8)$4,103 
EBITDA Margin %19.6%12.1%6.9%*11.0%
Adjusted EBITDA Margin %19.8%12.9%8.2%*12.1%
1 Management does not allocate income taxes, interest costs incurred at the Corporate level, and certain other Corporate items to the segments.
2 This line item includes $1 million of depreciation and $60 million of amortization within the ES segment related to purchase price accounting.


17

Reconciliation of Q3 2026 Pro Forma Adjusted EBITDA Performance
Three Months Ended
September 30,
2026 Adjusted EBITDA (as reported)$286 
2025 Adjusted EBITDA (as reported)186 
Less: MP Cranes(2)
Plus: Legacy REV Corporate / Other(12)
Plus: Specialty Vehicles79 
2025 Adjusted EBITDA (pro forma)$251 
Pro Forma YoY Change in Adjusted EBITDA$35 
13.9 %
18

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