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LINDSAY CORP

For the period ended May 31, 2026. Filed Jul 2, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2026 · Filed Jul 2, 2026

LNN$110.30+3.7%Stored close · as of Nov 9, 2026

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Notes to the Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year. The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Recent Accounting Guidance Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. The Company will adopt this guidance on a prospective basis as part of its fiscal 2026 Annual Report on Form 10-K and does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The Company will adopt this ASU as part of its fiscal 2028 Annual Report on Form 10-K and does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.

Note 2 – Revenue Recognition

Disaggregation of Revenue

A breakout by segment of revenue recognized over time versus at a point in time for thethree and nine months ended May 31, 2026 and 2025 is as follows:

Three months ended · Three months ended
May 31, 2026May 31, 2025
($ in thousands)IrrigationInfrastructureTotalIrrigationInfrastructureTotal
Point in time$124,060$21,675$145,735$135,334$20,170$155,504
Over time8,9732,18011,1538,4111,75910,170
Revenue from contracts with customers133,03323,855156,888143,74521,929165,674
Lease revenue—3,8763,876—3,7903,790
Total operating revenues$133,033$27,731$160,764$143,745$25,719$169,464
Nine months ended · Nine months ended
May 31, 2026 · May 31, 2025
($ in thousands)IrrigationInfrastructureTotalIrrigationInfrastructureTotal
Point in time$382,092$49,500$431,592$414,958$66,192$481,150
Over time25,6155,03330,64824,0134,89128,904
Revenue from contracts with customers407,70754,533462,240438,97171,083510,054
Lease revenue—12,05712,057—12,75512,755
Total operating revenues$407,707$66,590$474,297$438,971$83,838$522,809

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Further disaggregation of revenue is disclosed in Note 13 – Business Segments.

For contracts with an initial length longer than 12 months, the unsatisfied performance obligations were $40.5 million at May 31, 2026, much of which is expected to be satisfied within the next 12 months.

Contract Balances

Contract assets arise when recorded revenue for a contract exceeds the amounts billed under the terms of such contract. Contract liabilities arise when billed amounts exceed revenue recorded. Amounts are billable to customers upon various measures of performance, including achievement of certain milestones and satisfaction of specified units of completion under the contract. At May 31, 2026, May 31, 2025, and August 31, 2025, contract assets amounted to$1.7 million,$1.6 million, and$1.1 million, respectively. These amounts are included within other current assets on the condensed consolidated balance sheets.

Contract liabilities include advance payments from customers and billings in excess of delivery of performance obligations. At May 31, 2026, May 31, 2025, and August 31, 2025, contract liabilities amounted to$25.3 million, $20.8 million, and$14.2 million, respectively. Contract liabilities are included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. During the Company’s nine months ended May 31, 2026 and 2025, the Company recognized $10.5 million and$15.3 million of revenue that was included in the liabilities as of August 31, 2025 and 2024, respectively. The revenue recognized was due to applying advance payments received for the performance obligations completed during the quarter.

Note 3 – Net Earnings per Share

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is calculated on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock unit awards and other dilutive securities.

The following table shows the computation of basic and diluted net earnings per share for thethree and nine months ended May 31, 2026 and 2025:

Three months endedNine months ended
($ and shares in thousands, except per share amounts)May 31,2026May 31,2025May 31,2026May 31,2025
Numerator:
Net earnings$15,820$19,500$44,389$63,239
Denominator:
Weighted average shares outstanding10,29910,86210,47410,860
Diluted effect of stock awards42693555
Weighted average shares outstanding assuming dilution10,34110,93110,50910,915
Basic net earnings per share$1.54$1.80$4.24$5.82
Diluted net earnings per share$1.53$1.78$4.22$5.79

Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The number of securities excluded from the computation of earnings per share because their effect would have been anti-dilutive was not significant for the three and nine months ended May 31, 2026 and 2025.

Note 4 – Income Taxes

The Company recorded income tax expenseof $4.8 million and$6.2 million for the three months ended May 31, 2026 and 2025, respectively, and recorded income tax expense of $13.6 million and $17.7 million for the nine months ended May 31, 2026 and 2025, respectively.

It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. The estimated annual effective income tax rate was 22.3 percent for each of the nine months ended May 31, 2026 and 2025. The

-10 - tax effects of significant or unusual items are not considered in the estimated annual effective income tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur. The impact of discrete items was negligible during the three months ended May 31, 2026 and 2025. The impact of discrete items amounted to expense of $0.7 million and benefit of $0.3 million during the nine months ended May 31, 2026 and 2025, respectively.

Note 5 – Inventories

Inventories consisted of the following as of May 31, 2026, May 31, 2025, and August 31, 2025:

($ in thousands)May 31,2026May 31,2025August 31,2025
Raw materials and supplies$73,499$84,403$70,510
Work in process10,8498,3307,186
Finished goods and purchased parts, net83,37278,59478,631
Total inventory value before LIFO adjustment167,720171,327156,327
Less adjustment to LIFO value(21,775)(20,865)(19,468)
Inventories, net$145,945$150,462$136,859

Of the $145.9 million, $150.5 million, and $136.9 million of net inventories at May 31, 2026, May 31, 2025, and August 31, 2025, respectively, $34.9 million, $37.9 million, and $35.0 million, respectively, was valued on the last-in, first-out ("LIFO") basis, and $111.0 million, $112.6 million, and $101.9 million, respectively, was valued on the first-in, first-out ("FIFO") or average cost methods.

Note 6 – Long-Term Debt

The following table sets forth the outstanding principal balances of the Company’s long-term debt as of the dates shown:

($ in thousands)May 31,2026May 31,2025August 31,2025
Series A Senior Notes$115,000$115,000$115,000
Elecsys Series 2006A Bonds89321263
Total debt115,089115,321115,263
Less current portion(89)(232)(233)
Less unamortized debt issuance costs(184)(233)(220)
Total long-term debt$114,816$114,856$114,810

Principal payments on the debt are due as follows:

Due within$ in thousands
1 year$89
Thereafter115,000
Total debt$115,089

Note 7 – Fair Value Measurements

The following table presents the Company’s financial assets and liabilities measured at fair value, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 31, 2026, May 31, 2025, and August 31, 2025. There were no transfers between any levels for the periods presented.

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($ in thousands)Level 1Level 2Level 3Total
Cash and cash equivalents$154,760$—$—$154,760
Derivative liabilities—(12,739)—(12,739)
($ in thousands)Level 1Level 2Level 3Total
Cash and cash equivalents$196,117$—$—$196,117
Marketable securities—14,676—14,676
Derivative liabilities—(10,325)—(10,325)
($ in thousands)Level 1Level 2Level 3Total
Cash and cash equivalents$250,575$—$—$250,575
Derivative liabilities—(14,622)—(14,622)

The Company enters into derivative instrument agreements to manage risk in connection with changes in foreign currency. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit and does not enter into derivative instrument agreements for trading or speculative purposes. The fair values are based on inputs other than quoted prices that are observable for the asset or liability and are determined by standard calculations and models that use readily observable market parameters. These inputs include foreign currency exchange rates and interest rates. Industry standard data providers are the primary source for forward and spot rate information for both interest rates and foreign currency exchange rates.

The Company has entered into various cross currency swaps that mature between the first quarter of fiscal 2027 and the third quarter of fiscal 2028. Additionally, during the third quarter of fiscal 2026, the Company entered into a forward contract that matures during the fourth quarter of fiscal 2026. The swaps and forward have a total notional amount of $200.0 million, or €183.2 million. The Company elected the spot method for designating these swaps as net investment hedges. Changes in the fair value of these contracts are reported in accumulated other comprehensive loss on the condensed consolidated balance sheets and the fair value of these contracts is recorded within other current assets, other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. The fair value of these contracts asof May 31, 2026 is included in the table above as derivative liabilities. Translation gains and losses are recorded within other comprehensive income (loss) related to the Company's net investment hedges. For the three months ended May 31, 2026 and 2025, translation gains were$1.6 million and translation losses were $11.9 million, respectively. For the nine months ended May 31, 2026 and 2025, translation gains were $0.1 million and translation losses were $7.3 million, respectively.

At May 31, 2026, the Company had an outstanding foreign currency forward contract to sell a notional amount of 95.4 million South African rand at fixed prices to settle during the next fiscal quarter. This forward contract does not qualify as a hedge of a net investment in foreign operations.

There wereno required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three or nine months ended May 31, 2026 or 2025.

Note 8 – Commitments and Contingencies

In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings. The Company has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any such currently-pending proceedings are either covered by insurance or would not have a material effect on the business or its condensed consolidated financial statements if decided in a manner that is unfavorable to the Company. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.

Infrastructure Products Litigation

The Company is currently defending a number of product liability lawsuits arising out of vehicle collisions with highway barriers incorporating the Company’s X-Lite® end terminal. Despite the September 2018 reversal of a sizable judgment against a competitor and the October 2023 dismissal of the FCA Lawsuit (as defined below), the significant attention brought to the

-12 - infrastructure products industry by the original judgment may lead to additional lawsuits being filed against the Company and others in the industry.

Following the March 2019 filing of a qui tam lawsuit (as amended, the “FCA Lawsuit”) by an individual relator (the “Relator”) on behalf of the United States and 12 individual states, in the United States District Court for the Northern District of New York (the “U.S. District Court”), the Department of Justice, Civil Division and the U.S. Attorney's Office for the Northern District of New York (the “U.S. Attorney’s Office”) proceeded to initiate an investigation into the Relator’s allegations relating to the Company's X-Lite end terminal and potential violations of the False Claims Act. On September 28, 2023, the U.S. Attorney’s Office submitted a letter motion (the “Letter Motion”) informing the U.S. District Court that the United States had investigated the Relator’s allegations and now sought to move to dismiss the FCA Lawsuit as it had “determined that dismissal is commensurate with the public interest because the claims lack merit and the matter does not warrant the continued expenditure of resources to pursue or monitor the action.” The U.S. Attorney’s Office also noted that it had “been advised by counsel for the 12 states that the states [had] no objection to the U.S. District Court declining to exercise supplemental jurisdiction over the remaining state claims and to dismissing those claims without prejudice to the states.” On October 2, 2023, the U.S. District Court granted the Letter Motion and indicated that a motion to dismiss could be filed without further order or pre-motion conference. On October 12, 2023, after the Relator proceeded to file his own notice of voluntary dismissal, the U.S. Attorney’s Office filed its notice of consent to the Relator’s voluntary dismissal. On October 26, 2023, the U.S. District Court ordered the dismissal of the FCA Lawsuit without prejudice as to the Relator, the United States, and each of the 12 state plaintiffs.

On November 27, 2023, following the dismissal of the Relator’s FCA Lawsuit, the Relator filed under seal subsequent qui tam lawsuits on behalf of each of the States of Tennessee and California against the Company, certain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal. The Tennessee lawsuit (the “Tennessee FATA Lawsuit”) was filed in the Circuit Court of Davidson County, Nashville, Tennessee (the “Tennessee Circuit Court”), and the California lawsuit (the “California FATA Lawsuit”) was filed in the Superior Court of California, Sacramento County (the “California Superior Court”). Both lawsuits make substantially similar allegations as those originally made in the FCA Lawsuit with respect to the Company’s X-Lite end terminal and potential violations of each state’s respective Fraud Against Taxpayers Act. The State of Tennessee filed under seal a notice of its election to decline to intervene on March 26, 2024, the Tennessee Circuit Court ordered the Tennessee FATA Lawsuit unsealed later in 2024, and the Company learned of the Tennessee FATA Lawsuit when it and its named subsidiaries were served in June 2024. The State of California similarly filed under seal a notice of its election to decline to intervene on September 13, 2024, the California Superior Court ordered the California FATA Lawsuit unsealed in 2025, and the Company learned of the California FATA Lawsuit when it and its named subsidiaries were served in June 2025.

The Company, certain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal have also been named in a lawsuit filed on June 9, 2020 in the Circuit Court of Cole County, Missouri by Missouri Highways and Transportation Commission (“MHTC”). MHTC alleges, among other things, that the X-Lite end terminal was defectively designed and failed to perform as designed, intended, and advertised, leading to MHTC’s removal and replacement of X-Lite end terminals from Missouri’s roadways. MHTC alleges strict liability (defective design and failure to warn), negligence, breach of express warranties, breach of implied warranties (merchantability and fitness for a particular purpose), fraud, and public nuisance. MHTC seeks compensatory damages, interest, attorneys’ fees, and punitive damages.

The Company believes it has meritorious factual and legal defenses to each of the lawsuits discussed above and is prepared to vigorously defend its interests. Based on the information currently available to the Company, the Company does not believe that a loss is probable in any of these lawsuits; therefore, no accrual has been included in the Company’s condensed consolidated financial statements. While it is reasonably possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in these lawsuits and does not expect that these lawsuits will have a material adverse effect on its business or its condensed consolidated financial statements.

Environmental Remediation

In previous years, the Company committed to a plan to remediate environmental contamination of the groundwater at and adjacent to its Lindsay, Nebraska facility (the “site”). The current estimated aggregate accrued cost of $10.6 million is based on consideration of remediation options which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company submitted a revised remedial alternatives evaluation report to the U.S. Environmental Protection Agency (“EPA”) and the Nebraska Department of Environment and Energy (the “NDEE”) in August 2020 to review remediation alternatives and proposed plans for the site. While the proposed remediation plan is preliminary and has not been approved by the EPA or the NDEE, they approved an in situ thermal remediation pilot study that was conducted by the Company at a specific location on the site. The Company completed the pilot program in the fourth quarter of fiscal 2023. A final report was submitted to the EPA and NDEE forreview in November 2023. The Company continues to work with the EPA and the NDEE on finalizing the proposed remediation plans for the site. Of the total liability as of May 31, 2026, $8.0 millionwas

-13 - calculatedon a discounted basis using a discount rate of 1.2 percent, which represents a risk-free rate. This discounted portion of the liability amounts to $9.1 million on an undiscounted basis at May 31, 2026.

The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. While the plan has not been formally approved by the EPA, the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site; however, the estimate of costs and their timing could change as a result of a number of factors, including but not limited to (1) EPA input on the proposed remediation plan and any changes which the EPA may subsequently require, (2) refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may be available in the future, and (4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred by the Company in connection with the remediation of contamination of its Lindsay, Nebraska site could exceed the amounts accrued for this expense at this time. While any revisions could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.

Of the total environmental remediation liability of $10.6 million, $0.5 million was included in other current liabilities and $10.1 million was included in other noncurrent liabilities as of May 31, 2026, May 31, 2025, and August 31, 2025.

Note 9 – Warranties

The following table provides the changes in the Company’s product warranties:

Three months endedNine months ended
($ in thousands)May 31,2026May 31,2025May 31,2026May 31,2025
Product warranty accrual balance, beginning of period$14,489$13,999$14,158$14,180
Liabilities accrued for warranties during the period1,4953,0665,0587,548
Warranty claims paid during the period(1,522)(2,547)(4,754)(7,210)
Product warranty accrual balance, end of period$14,462$14,518$14,462$14,518

Note 10 – Share-Based Compensation

The Company’s current share-based compensation plans, approved by the stockholders of the Company, provide for awards of stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares, and performance stock units (“PSUs”) to employees and non-employee directors of the Company. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense was $1.9 million for each of the three months ended May 31, 2026 and 2025, and $5.2 million and $6.2 million for thenine months ended May 31, 2026 and 2025, respectively.

Note 11 – Other Current Liabilities

($ in thousands)May 31,2026May 31,2025August 31,2025
Other current liabilities:
Compensation and benefits$23,518$24,371$28,799
Contract liabilities23,24919,92713,474
Warranties14,46214,51814,158
Tax related liabilities11,02616,7587,617
Derivative liabilities8,372——
Dealer related liabilities7,5007,9619,919
Operating lease liabilities4,1313,7174,113
Deferred revenue - lease1,7894,8564,465
Accrued insurance792886975
Accrued environmental liabilities509509509
Other9,5249,50910,660
Total other current liabilities$104,872$103,012$94,689

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Note 12 – Share Repurchases

The Company’s Board of Directors previously authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The repurchases completed in the first quarter of fiscal 2026 fully depleted this previous share repurchase authorization, and in November 2025, the Company's Board of Directors authorized a new share repurchase program of up to $150.0 million of the Company's outstanding common stock. The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

During the three and nine months ended May 31, 2026, the Company repurchased approximately 228 thousand and 667 thousand shares, respectively, of its common stock under Board-approved share repurchase programs in open market transactions for$25.2 million and $80.7 million, respectively, inclusive of excise taxes. There were 11 thousand and 23 thousand shares repurchased during thethree and nine months ended May 31, 2025 for $1.2 million and $2.7 million, respectively, inclusive of excise taxes. As of May 31, 2026, the repurchased shares were held as treasury stock and $100.0 million of the authorization remained available for future share repurchases.

Note 13 – Business Segments

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM utilizes operating income to guide resource allocation across reportable segments as part of the Company’s strategic and annual planning efforts, and to assess segment performance by comparing planned results to actual outcomes. The CODM manages the Company's business activities intwo reportable segments: Irrigation and Infrastructure.

Irrigation– This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems and large diameter steel tubing, as well as various innovative technology solutions such as GPS positioning and guidance, variable rate irrigation, remote irrigation management and scheduling technology, and industrial IoT solutions. The irrigation reporting segment consists ofone operating segment.

Infrastructure – This reporting segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash cushions and end terminals, and road marking and road safety equipment. The infrastructure reporting segment consists ofone operating segment.

($ in thousands) · Irrigation · Infrastructure · Consolidated
Operating revenues$133,033(1)$27,731$160,764
Cost of operating revenues95,23817,694112,932
Gross profit37,79510,03747,832
Operating expenses17,4594,63622,095
Segment operating income$20,336$5,401$25,737
Unallocated corporate expenses7,224
Operating income$18,513
(1) includes North America revenues of $61,349 and international revenues of $71,684
($ in thousands)IrrigationInfrastructureConsolidated
Operating revenues$143,745(1)$25,719$169,464
Cost of operating revenues100,33115,511115,842
Gross profit43,41410,20853,622
Operating expenses16,2604,78221,042
Segment operating income$27,154$5,426$32,580
Unallocated corporate expenses8,787
Operating income$23,793
(1) includes North America revenues of $69,082 and international revenues of $74,663

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($ in thousands) · Irrigation · Infrastructure · Consolidated
Operating revenues$407,707(1)$66,590$474,297
Cost of operating revenues292,64241,372334,014
Gross profit115,06525,218140,283
Operating expenses52,29714,15766,454
Segment operating income$62,768$11,061$73,829
Unallocated corporate expenses22,697
Operating income$51,132
(1) includes North America revenues of $206,704 and international revenues of $201,003
($ in thousands)IrrigationInfrastructureConsolidated
Operating revenues$438,971(1)$83,838$522,809
Cost of operating revenues309,33247,402356,734
Gross profit129,63936,436166,075
Operating expenses50,37313,63064,003
Segment operating income$79,266$22,806$102,072
Unallocated corporate expenses25,273
Operating income$76,799
(1) includes North America revenues of $223,793 and international revenues of $215,178

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