UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report ~~Pursuant to Section 13 or 15(d)~~

OfPursuant ~~the~~to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March 19~~June 8, 2026

TITAN MACHINERY INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

644 East Beaton Drive, West Fargo ND 58078-2648

West Fargo, North Dakota 58078

(Address of Principal Executive Offices) (Zip Code)

(701) 356-0130

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~ ~~Area~~including ~~Code~~area code)

Not Applicable

(Former Name or Former Address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ 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 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2). ~~Emerging~~of ~~growth~~this ~~company o~~ 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~~07 Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnThe ~~March 19,~~Annual ~~2026,~~Meeting ~~Titan~~was ~~Machinery~~held ~~Inc.~~on ~~(the~~June ~~“Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 31~~8, 2026. The ~~Company~~votes ~~will~~cast bewith ~~conducting~~respect ~~a conference call~~ to ~~discuss~~each ~~its~~item ~~full year and fourth quarter~~ of ~~fiscal~~business ~~2026~~properly ~~financial~~presented ~~results~~ at ~~7:30 a.m. Central time on March 19, 2026. The full text of~~ the ~~press~~meeting ~~release~~are ~~is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K~~ as ~~if fully set forth herein.~~follows:

Proposal No. 1 — The stockholders elected the following Class I nominees to the Board of Directors for a three-year term.

Item 9.01 Financial Statements and Exhibits.


	For	Withheld	Broker Non-Votes
Tony Christianson	19,601,171	862,080	1,104,739
Christine Hamilton	17,045,392	3,417,859	1,104,739
Bryan Knutson	20,180,084	283,167	1,104,739

Proposal No. 2 — The stockholders adopted the non-binding resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2026 Proxy Statement.

(a) Financial statements: None


For	Against	Abstained	Broker Non-Votes
19,510,725	944,273	8,253	1,104,739

Proposal No. 3 —The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ended January 31, 2027.

(b) Pro forma financial information: None


For	Against	Abstained	Broker Non-Votes
21,553,008	12,950	2,032	-

~~(c) Shell Company Transactions: None~~SIGNATURE

~~(d) Exhibits: See~~Pursuant ~~“Exhibit Index”~~to onthe ~~page immediately~~requirements ~~prior~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to ~~signatures~~be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~Dated: June 9, 2026

~~Pursuant~~TITAN toMACHINERY ~~the~~INC. ~~requirements~~By of/s/ ~~the~~Robert ~~Securities~~Larsen ~~Exchange~~Robert ~~Act~~Larsen ofChief ~~1934,~~Financial ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

	TITAN MACHINERY INC.
March 19, 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.:
March 19, 2026			001-33866

Exhibit No.						ITEM
99.1						Press Release dated March 19, 2026
104						Cover page interactive data file (embedded within the Inline XBRL document)

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