Titan Machinery Inc.
For the period ended Jan 31, 2026. Filed Mar 31, 2026.
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FY2026 · Filed Mar 31, 2026
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Item 9B. Other Information
On March 30, 2026, the Company’s wholly-owned Australian subsidiary, O’Connors, entered into a new dealer agreement (the “CNH Industrial Australia Dealer Agreement”) with CNH Industrial Australia Pty Limited (“CNH Industrial Australia”), replacing O’Connors’ existing dealer agreement with CNH Industrial Australia.
The CNH Industrial Australia Dealer Agreement grants O’Connors the right to sell and service CNH products and parts in a geographically defined prime marketing area in Australia that aligns with O’Connors’ existing dealership locations (the “PMA”). The PMA assigned to O’Connors is non-exclusive, but CNH Industrial Australia agrees, under the terms of the CNH Industrial Australia Dealer Agreement, to reasonably discourage other parties from selling CNH products and parts within O’Connors’ PMA. The CNH Industrial Australia Dealer Agreement also sets out the other terms and conditions on which O’Connors is granted the right to sell and service CNH products and parts through its dealership locations.
The CNH Industrial Australia Dealer Agreement has an initial five year fixed term that commenced effective as of January 1, 2026 and will expire on January 1, 2031 (the “Term”) and contains an option running in favor of O’Connors that will allow O’Connors, at the end of the Term, to enter into a new dealer agreement with CNH Industrial Australia for an additional five year fixed term, subject to the satisfaction of the specified conditions.
During the Term, absent consent from CNH Industrial Australia, O’Connors is not permitted to sell or distribute, or allow to be sold or distributed on its behalf, any third party products that directly compete with CNH’s products in Australia or New Zealand. In addition, under the terms of the CNH Industrial Australia Dealer Agreement, both during the Term and for a period of 12 months after the expiration or termination of the CNH Industrial Australia Dealer Agreement, O’Connors is subject to specified non-compete, non-solicitation and non-disparagement covenants running in favor of CNH Industrial Australia, which, in each case, are subject to specified exceptions and qualifications.
O’Connors is required to obtain approval from CNH Industrial Australia prior to undertaking any event the occurrence of which would have the effect of changing the underlying control or ownership of O’Connors, including (i) any change related to who has the right to appoint its directors, (ii) any change in the legal or beneficial ownership of its shares and (iii) any change in who has the legal or beneficial entitlement to its profits.
CNH Industrial Australia has the right to terminate the CNH Industrial Australia Dealer Agreement (i) immediately if O’Connors is in breach of any term of the CNH Industrial Australia Dealer Agreement or any related ancillary agreement and O’Connors fails to rectify the relevant breach within a reasonable timeframe (not to exceed 30 days) after receipt of written notice from CNH Industrial Australia, (ii) upon seven days’ prior written notice upon the occurrence of certain events with respect to O’Connors, including (1) failure to hold necessary licenses to operate its business, (2) becoming bankrupt, insolvent or suffering another specified insolvency event, (3) conviction of a failure to comply with specified laws and regulations or (4) acting fraudulently in connection with the operation of its business or (iii) upon six months’ prior written notice if CNH withdraws from the Australian marketplace, rationalizes its Australian dealership network or changes its Australian distribution model. O’Connors has the right to terminate the CNH Industrial Australia Dealer Agreement as provided for under the terms of Australia’s Franchising Code of Conduct as prescribed by section 51AE, Part IVB of the Competition and Consumer Act 2010, as amended or re-enacted from time to time. In addition, CNH Industrial Australia may, upon 30 days’ prior written notice to the O’Connors, add new CNH products or restrict or discontinue existing CNH products from the authorized product list that are allowed to be sold or serviced by O’Connors.
The foregoing description of the CNH Industrial Australia Dealer Agreement is qualified in its entirety by reference to the full text of the CNH Industrial Australia Dealer Agreement, a copy of which is filed as Exhibit 10.19 hereto and incorporated herein by reference.
Securities Trading Plans of Directors and Officers
During the three months ended January 31, 2026, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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