Schedule 13G/A: Nantahala discloses 1.14M shares (4.92%) of TITN

Rhea-AI Filing Summary

Titan Machinery Inc. (TITN) Schedule 13G/A reports that Nantahala Capital Management, LLC and its managing members, Wilmot B. Harkey and Daniel Mack, may be deemed the beneficial owners of 1,135,552 shares of Titan common stock as of June 30, 2025. That holding represents 4.92% of the class. The filing states all shares are held by funds and separately managed accounts under Nantahala's control, with shared voting and dispositive power and no sole voting or sole dispositive power. The filing is presented under the investment-adviser classification and affirms the shares were acquired in the ordinary course of business.

Positive

• Transparent disclosure of beneficial ownership (1,135,552 shares, 4.92%) by an investment adviser
• Shared voting and dispositive power clearly stated, with no claim of sole control
• Filing classifies the reporting persons under the investment-adviser category and certifies ordinary-course acquisition

Negative

• None.

Insights

Financial Analyst

TL;DR Nantahala reports a 4.92% shared stake in TITN, a routine disclosure under Schedule 13G/A with limited immediate market impact.

The filing confirms a modest, sub-5% position across funds and separately managed accounts, filed under the investment-adviser category. Because the stake falls below 5%, it is treated as non-activist and the reporting persons state the holdings are in the ordinary course of business. There is no indication of sole control, special voting arrangements, or intent to change board control. For investors, this is a transparency filing rather than a strategic shift.

Corporate Governance Expert

TL;DR Ownership structure shows shared voting/dispositive power but no sole control; the filing signals compliance and routine disclosure.

The schedule identifies Nantahala as an investment adviser and names two managing members who may be deemed beneficial owners by virtue of their roles. The explicit statement that the position was acquired and is held in the ordinary course of business reduces implications of an intent to influence control. No group formation, dissident activity, or other governance actions are disclosed. This is a standard compliance filing that notifies stakeholders of a passive stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

TITAN MACHINERY INC.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

88830R101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 88830R101

1

Names of Reporting Persons

Nantahala Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,135,552.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,135,552.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,135,552.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.92 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 88830R101

1

Names of Reporting Persons

Wilmot B. Harkey

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,135,552.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,135,552.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,135,552.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.92 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 88830R101

1

Names of Reporting Persons

Daniel Mack

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,135,552.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,135,552.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,135,552.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.92 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TITAN MACHINERY INC.
(b)	Address of issuer's principal executive offices: 644 EAST BEATON DRIVE WEST FARGO, NORTH DAKOTA, 58078
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, $0.00001 par value per share
(e)	CUSIP No.: 88830R101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 1,135,552 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 4.92% (2) Wilmot B. Harkey: 4.92% (3) Daniel Mack: 4.92%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 1,135,552 Shares. (2) Wilmot B. Harkey: 1,135,552 Shares. (3) Daniel Mack: 1,135,552 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 1,135,552 Shares. (2) Wilmot B. Harkey: 1,135,552 Shares. (3) Daniel Mack: 1,135,552 Shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2025

FAQ

What stake does Nantahala Capital Management report in Titan Machinery (TITN)?

Nantahala and the named reporting persons report beneficial ownership of 1,135,552 shares, representing 4.92% of Titan's common stock as of June 30, 2025.

Do the reporting persons claim control of TITN after this filing?

No. The filing states 0 shares of sole voting or sole dispositive power and reports only shared voting and dispositive power.

Under which SEC rule is this Schedule 13G/A filed?

The filing is made under the investment-adviser classification (Schedule 13G/A pursuant to Rule 13d-1(b) category for advisers).

Was the position acquired to influence control of Titan Machinery?

The signatories certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who signed the Schedule 13G/A for Nantahala?

The filing was signed by Taki Vasilakis, Chief Compliance Officer, and also signed by Wilmot B. Harkey and Daniel Mack on 08/14/2025.