UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~November 25~~March 11, ~~2025~~2026

TITAN MACHINERY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)




001-33866						45-0357838
(Commission File Number)						(IRS Employer Identification No.)

644 East Beaton Drive

West Fargo, North Dakota 58078

(Address of Principal Executive Offices) (Zip Code)

(701) 356-0130

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	TITN	The Nasdaq Stock Market LLC

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:

☐ 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))

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(b) Effective ~~November~~on March 2511, ~~2025~~2026, ~~Titan~~Stan ~~Machinery~~Erickson, ~~Inc.~~a ~~(the~~former ~~“Company”)~~Class ~~issued~~II adirector ~~press~~and ~~release~~Lead ~~announcing~~Independent ~~its~~Director, ~~financial~~resigned ~~results~~and ~~for~~retired from the ~~nine~~Board ~~months~~of ~~ended~~Directors ~~October 31,~~of ~~2025. The~~Titan ~~Company~~Machinery ~~will~~Inc. be(the ~~conducting~~"Board"), aconsistent ~~conference~~with ~~call~~the toterms ~~discuss~~of ~~its~~the ~~third~~waiver ~~quarter~~ of ~~fiscal~~the ~~2026~~Board's ~~financial~~age-based ~~results~~retirement atpolicy ~~7:30 a.m.~~granted ~~Central~~to ~~time~~Mr. onErickson ~~November 25,~~in September 2025. ~~The~~ ~~full~~In ~~text~~connection ofwith ~~the press release is set forth in Exhibit 99~~Mr.1 ~~attached~~Erickson's ~~hereto~~retirement, ~~and~~the isBoard ~~incorporated~~elected byJody ~~reference~~Horner into ~~this~~serve ~~Current Report on Form 8-K~~ as ifthe ~~fully~~Board's ~~set~~new ~~forth~~Lead ~~herein~~Independent Director.

Item 9.01 Financial Statements and Exhibits.

(ad) ~~Financial statements: None~~ Exhibits.

(b) Pro forma financial information: None



Exhibit No.						ITEM
104						Cover page interactive data file (embedded within the Inline XBRL document)

(d) Exhibits: See “Exhibit Index” on page immediately prior to signatures.

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.

		TITAN MACHINERY INC.
Date:	~~November~~March 2513, ~~2025~~2026	By	/s/ Robert Larsen
			Robert Larsen
			Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

EXHIBIT INDEX

FORM 8-K

TITAN MACHINERY INC.

Date of Report:			Commission File No.:
November 25, 2025			001-33866

Exhibit No.						ITEM
99.1						Press Release dated November 25, 2025
104						Cover page interactive data file (embedded within the Inline XBRL document)

Filing Compare · Titan Machinery Inc.