Titan Machinery (TITN) CFO has 6,143 shares withheld for taxes on vesting

Rhea-AI Filing Summary

Titan Machinery Inc. Chief Financial Officer Robert Larsen reported a tax-related share disposition. On April 1, 2026, 6,143 shares of common stock were withheld at $17.35 per share to cover withholding taxes due upon the vesting of Restricted Stock. After this non-market transaction, he directly holds 55,498 shares of Titan Machinery common stock.

Insights

Equity compensation analyst

CFO’s Form 4 shows routine tax withholding on vested stock, not an open-market sale.

The filing shows Titan Machinery’s CFO Robert Larsen had 6,143 common shares withheld at $17.35 per share to pay taxes on vesting Restricted Stock. This is coded as a tax-withholding disposition rather than a discretionary sale, indicating a mechanical step in equity compensation.

Following the transaction, Larsen directly holds 55,498 common shares, so the withheld amount is small relative to his remaining stake. Because the event is compensation-driven and non-market, it typically carries limited signaling value about his view of Titan Machinery’s prospects.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Larsen Robert

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	6,143	$17.35	$107K

Holdings After Transaction: Common Stock — 55,498 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 6,143 shares Withholding share price: $17.35 per share Shares held after transaction: 55,498 shares

3 metrics

Shares withheld for taxes 6,143 shares Withheld to cover taxes on Restricted Stock vesting April 1, 2026

Withholding share price $17.35 per share Value used for 6,143 withheld common shares

Shares held after transaction 55,498 shares CFO’s direct common stock holdings following tax-withholding disposition

Key Terms

Restricted Stock, withholding taxes, tax-withholding disposition, Form 4

4 terms

Restricted Stock financial

"due upon the vesting of shares of Restricted Stock on April 1, 2026"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

withholding taxes financial

"shares withheld by Titan Machinery Inc. for the payment of withholding taxes due"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Larsen Robert

(Last) (First) (Middle)

C/O TITAN MACHINERY INC.

644 EAST BEATON DRIVE

(Street)

WEST FARGO NORTH DAKOTA 58078

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Titan Machinery Inc. [ TITN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		F(1)		6,143	D	$17.35	55,498	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by Titan Machinery Inc. for the payment of withholding taxes due upon the vesting of shares of Restricted Stock on April 1, 2026.

Remarks:

	/s/ Dawn Doyel as Attorney-in-Fact for Robert Larsen pursuant to Power of Attorney previously filed	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Titan Machinery (TITN) CFO Robert Larsen report in this Form 4?

Robert Larsen reported a tax-related share disposition. Titan Machinery withheld 6,143 common shares at $17.35 each to cover withholding taxes owed when his Restricted Stock vested on April 1, 2026. This was not an open-market sale.

How many Titan Machinery (TITN) shares were withheld for taxes from the CFO?

Titan Machinery withheld 6,143 common shares from CFO Robert Larsen. The shares were valued at $17.35 each and used to satisfy withholding tax obligations tied to the vesting of his Restricted Stock on April 1, 2026, per the Form 4 footnote.

Was the Titan Machinery (TITN) CFO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. The 6,143 shares were withheld by Titan Machinery to pay withholding taxes on vested Restricted Stock, described as a tax-withholding disposition, a routine equity compensation event rather than a discretionary trade.

How many Titan Machinery (TITN) shares does the CFO hold after this Form 4 event?

After the tax-withholding event, CFO Robert Larsen holds 55,498 Titan Machinery common shares directly. This post-transaction holding, reported in the Form 4, shows that the 6,143 withheld shares represent a relatively small portion of his overall stake.

What does transaction code F mean in the Titan Machinery (TITN) Form 4?

Transaction code F on this Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, it reflects 6,143 Titan Machinery shares withheld at $17.35 each to satisfy withholding taxes due upon the vesting of Restricted Stock.

What role does Restricted Stock play in the Titan Machinery (TITN) CFO transaction?

The transaction stems from Restricted Stock vesting. When the CFO’s Restricted Stock vested on April 1, 2026, Titan Machinery withheld 6,143 shares of common stock to cover related withholding taxes, which triggered the Form 4 tax-withholding disposition report.