UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~November 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-13419

Lindsay Corporation

(Exact name of registrant as specified in its charter)


Delaware		47-0554096
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

18135 Burke Street, Suite 100, Omaha, Nebraska		68022
(Address of principal executive offices)		(Zip Code)

402‑829-6800

(Registrant's telephone number, including area code)

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, $1.00 par value	LNN	New York Stock Exchange, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non‑accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June~~January 245, ~~2025~~2026, 10,~~862~~454,~~203~~669 shares of the registrant’s common stock were outstanding.

Table of Contents

Lindsay Corporation

INDEX FORM 10-Q

		Page
Part I – FINANCIAL INFORMATION		3
	ITEM 1 – Financial Statements	3
	Condensed Consolidated Statements of Earnings for the three and nine months ended May 31, 2025 and May 31, 2024	3
	Condensed Consolidated Statements of Earnings for the three months ended November 30, 2025 and November 30, 2024	3
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended May 31, 2025 and May 31, 2024	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended November 30, 2025 and November 30, 2024	4
	Condensed Consolidated Balance Sheets as of May 31, 2025, May 31, 2024, and August 31, 2024	5
	Condensed Consolidated Balance Sheets as of November 30, 2025, November 30, 2024, and August 31, 2025	5
	Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended May 31, 2025 and May 31, 2024	6
	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended November 30, 2025 and November 30, 2024	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2025 and May 31, 2024	8
	Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2025 and November 30, 2024	7
	Notes to the Condensed Consolidated Financial Statements	98
	ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	1816
	ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	26
	ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk	22
	ITEM 4 – Controls and Procedures	2722
Part II – OTHER INFORMATION		2823
	ITEM 1 – Legal Proceedings	2823
	ITEM 1A – Risk Factors	2823
	ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	2823
	ITEM 3 – Defaults Upon Senior Securities	2823
	ITEM 4 – Mine Safety Disclosures	2823
	ITEM 5 – Other Information	2823
	ITEM 6 – Exhibits	2924
SIGNATURES		3025

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Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1 - Financial Statements

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

	Three months ended						~~Nine months ended~~
($ and shares in thousands, except per share amounts)	~~May~~November 3130,2025			~~May~~November 3130,2024			~~May 31,2025~~			~~May 31,2024~~
Operating revenues	$	~~169~~155,~~464~~818		$	~~139~~166,~~199~~281		$	~~522,809~~		$	~~452,076~~
Cost of operating revenues		~~115~~105,~~842~~716			92116,~~702~~315			~~356,734~~			~~306,720~~
Gross profit		5350,~~622~~102			4649,~~497~~966			~~166,075~~			~~145,356~~
Operating expenses:
Selling expense		1011,~~217~~019			910,~~579~~211			~~31,278~~			~~28,894~~
General and administrative expense		14,~~903~~838			1215,~~695~~008			~~45,263~~			~~40,823~~
Engineering and research expense		4,~~709~~640			43,~~287~~864			~~12,735~~			~~12,531~~
Total operating expenses		2930,~~829~~497			2629,~~561~~083			~~89,276~~			~~82,248~~
Operating income		2319,~~793~~605			1920,~~936~~883			~~76,799~~			~~63,108~~
Other income (expense):
Other income:
Interest expense		(345	)		(767	)		(1,498	)		(2,474	)
Interest income, net		3,319			493
Interest income		2,242			961			5,330			3,324
Other (expense) income, net		(1,038	)		658
Other income (expense), net		24			43			330			(93	)
Total other income		2,281			1,151
Total other income (expense)		1,921			237			4,162			757
Earnings before income taxes		21,886			22,034
Earnings before income taxes		25,714			20,173			80,961			63,865
Income tax expense		5,362			4,870
Income tax expense (benefit)		6,214			(206	)		17,722			10,344
Net earnings	$	16,524		$	17,164
Net earnings	$	19,500		$	20,379		$	63,239		$	53,521
Earnings per share:
Earnings per share:
Basic	$	1.55		$	1.58
Basic	$	1.80		$	1.85		$	5.82		$	4.86
Diluted	$	1.54		$	1.57
Diluted	$	1.78		$	1.85		$	5.79		$	4.84
Shares used in computing earnings per share:
Shares used in computing earnings per share:
Basic		10,673			10,853
Basic		10,862			10,996			10,860			11,016
Diluted		10,699			10,903
Diluted		10,931			11,030			10,915			11,055
Cash dividends declared per share	$	0.37		$	0.36
Cash dividends declared per share	$	0.36		$	0.35		$	1.08		$	1.05

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended						~~Nine months ended~~
($ in thousands)	~~May~~November 3130,2025			~~May~~November 3130,2024			~~May 31,2025~~			~~May 31,2024~~
Net earnings	$	1916,~~500~~524		$	2017,~~379~~164		$	~~63,239~~		$	~~53,521~~
Other comprehensive loss:
Other comprehensive income (loss):
Defined benefit pension plan adjustment, net of tax		3725			3637			~~110~~			~~109~~
Foreign currency translation adjustment, net of hedging activities and tax		(42,~~683~~686	)		(36,~~428~~359	)		~~(7,263~~	)		~~(4,175~~	)
Unrealized gain on marketable securities, net of tax		—			15			14			74
Total other comprehensive income (loss), net of tax expense of $390 and $608, respectively		2,711			(6,322	)
Total other comprehensive loss, net of tax benefit of $3,632, $109, $2,201, and $12, respectively		(4,646	)		(3,377	)		(7,139	)		(3,992	)
Total comprehensive income	$	19,235		$	10,842
Total comprehensive income	$	14,854		$	17,002		$	56,100		$	49,529

See accompanying notes to condensed consolidated financial statements.

- 4 -

Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ and shares in thousands, except par values)

~~May~~November 3130,2025

~~May~~November 3130,2024

August 31,~~2024~~2025

ASSETS

Current assets:

Cash and cash equivalents

~~196~~199,~~117~~622

~~140~~194,~~221~~066

~~190~~250,~~879~~575

Marketable securities

14,676

12,497

—

Receivables, net of allowance of $5,529, $5,046, and $6,089, respectively

129,014

120,875

113,027

Receivables, net of allowance of $6,326, $5,082, and $5,151, respectively

147,848

134,461

116,601

Inventories, net

146,388

158,255

136,859

Inventories, net

150,462

171,522

154,453

Other current assets

31,974

28,948

32,303

Other current assets

38,143

30,017

31,279

Total current assets

506,998

502,144

532,764

Total current assets

547,246

488,718

493,212

Property, plant, and equipment:

Cost

~~304~~330,~~625~~455

~~277~~286,~~825~~670

~~280~~315,~~615~~060

Less accumulated depreciation

(~~174~~175,~~014~~317

)

(~~166~~168,~~196~~688

)

(~~167~~172,~~800~~753

)

Property, plant, and equipment, net

~~130~~155,~~611~~138

~~111~~117,~~629~~982

~~112~~142,~~815~~307

Intangibles, net

23,~~703~~353

2524,~~644~~591

2523,~~366~~331

Goodwill

84,~~304~~421

8483,~~102~~941

84,~~194~~459

Operating lease right-of-use assets

1617,~~899~~566

1615,~~308~~009

1518,~~693~~096

Deferred income tax assets

18,~~945~~573

1312,~~367~~375

1419,~~431~~525

Equity method investment

8,~~337~~107

—

—8,763

Other noncurrent assets

1014,~~818~~244

1814,~~333~~959

1411,~~521~~591

Total assets

~~840~~828,~~863~~400

~~758~~771,~~101~~001

~~760~~840,~~232~~836

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

4757,~~000~~248

3553,~~062~~185

3748,~~417~~670

Current portion of long-term debt

~~232~~186

229

~~228~~233

Other current liabilities

~~103~~90,~~012~~991

8876,~~446~~435

8894,~~171~~689

Total current liabilities

~~150~~148,~~244~~425

~~123~~129,~~737~~849

~~125~~143,~~816~~592

Pension benefits liabilities

3,~~979~~350

4,~~159~~101

43,~~167~~418

Long-term debt

114,~~856~~792

~~115~~114,~~029~~948

114,~~994~~810

Operating lease liabilities

16,~~572~~722

1614,~~134~~824

1517,~~541~~354

Deferred income tax liabilities

~~693~~1,816

~~682~~646

~~678~~1,024

Other noncurrent liabilities

25,~~743~~133

18,~~364~~174

1827,~~143~~788

Total liabilities

~~312~~310,~~087~~238

~~278~~282,~~105~~542

~~279~~307,~~339~~986

Shareholders' equity:

Preferred stock of $1 par value - authorized 2,000 shares; no shares issued and outstanding

—

Common stock of $1 par value - authorized 25,000 shares; 19,162, 19,123, and 19,124 shares issued, respectively

19,162

19,123

19,124

Common stock of $1 par value - authorized 25,000 shares; 19,188, 19,145, and 19,167 shares issued, respectively

19,188

19,145

19,167

Capital in excess of stated value

~~110~~113,~~523~~268

~~102~~104,~~752~~995

~~104~~113,~~369~~042

Retained earnings

~~738~~758,~~598~~003

~~678~~700,~~261~~345

~~687~~745,~~093~~397

Less treasury stock - at cost, 8,300, 8,237, and 8,277 shares, respectively

(302,367

)

(295,138

)

(299,692

)

Less treasury stock - at cost, 8,595, 8,277, and 8,363 shares, respectively

(341,476

)

(299,703

)

(311,224

)

Accumulated other comprehensive loss, net

(3730,~~140~~821

)

(2536,~~002~~323

)

(3033,~~001~~532

)

Total shareholders' equity

~~528~~518,~~776~~162

~~479~~488,~~996~~459

~~480~~532,~~893~~850

Total liabilities and shareholders' equity

~~840~~828,~~863~~400

~~758~~771,~~101~~001

~~760~~840,~~232~~836

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)
(Unaudited)
	Shares ofcommonstock		~~Shares oftreasurystock~~	~~Commonstock~~Shares oftreasurystock		~~Capital inexcess ofstatedvalue~~	~~Retainedearnings~~Commonstock		~~Treasurystock~~	~~Accumulatedothercomprehensiveloss,net~~Capital inexcess ofstatedvalue		~~Totalshareholders’equity~~	Retainedearnings			Treasurystock			Accumulatedothercomprehensiveloss,net			Totalshareholders’equity
Balance at August 31, 2023	19,094		8,083	$19,094		$98,508	$636,297		$(277,238)	$(21,010)		$455,651
Balance at August 31, 2024		19,124			8,277		$	19,124		$	104,369		$	687,093		$	(299,692	)	$	(30,001	)	$	480,893
Comprehensive income:
Net earnings	—	—	—	—	—	—	~~53,521~~	—	—	—	—	~~53,521~~		17,164			—			—			17,164
Other comprehensive loss	—	—	—	—	—	—	—	—	—	~~(3,992)~~	—	~~(3,992)~~		—			—			(6,322	)		(6,322	)
Total comprehensive income	—		—	—	—	—	—	—	—	—	—	~~49,529~~		—			—			—			10,842
Cash dividends ($1.05) per share	—		—	—		—	(11,557)		—	—		(11,557)
Cash dividends ($0.36) per share		—			—			—			—			(3,912	)		—			—			(3,912	)
Repurchase of common stock	—	—	~~154~~	—	—	—	—	—	~~(17,900)~~	—	—	~~(17,900)~~		—			(11	)		—			(11	)
Issuance of common shares under share compensation plans, net	29	21	—	29	—	~~(643)~~	—	21	—	—	(1,351	~~(614~~)		—			—			—			(1,330	)
Share-based compensation expense	—	—	—	—	—	~~4,887~~	—	—	—	—	1,977	~~4,887~~		—			—			—			1,977
Balance at May 31, 2024	19,123		8,237	$19,123		$102,752	$678,261		$(295,138)	$(25,002)		$479,996
Balance at November 30, 2024		19,145			8,277		$	19,145		$	104,995		$	700,345		$	(299,703	)	$	(36,323	)	$	488,459
Balance at August 31, 2024	19,124		8,277	$19,124		$104,369	$687,093		$(299,692)	$(30,001)		$480,893
Balance at August 31, 2025		19,167			8,363		$	19,167		$	113,042		$	745,397		$	(311,224	)	$	(33,532	)	$	532,850
Comprehensive income:
Net earnings	—	—	—	—	—	—	~~63,239~~	—	—	—	—	~~63,239~~		16,524			—			—			16,524
Other comprehensive loss	—		—	—		—	—		—	(7,139)		(7,139)
Other comprehensive income		—			—			—			—			—			—			2,711			2,711
Total comprehensive income	—	—	—	—	—	—	—	—	—	—	—	~~56,100~~		—			—			—			19,235
Cash dividends ($1.08) per share	—		—	—		—	(11,734)		—	—		(11,734)
Cash dividends ($0.37) per share		—			—			—			—			(3,918	)		—			—			(3,918	)
Repurchase of common stock	—	—	23	—	232	—	—	—	~~(2,675)~~	—	—	~~(2,675)~~		—			(30,252	)		—			(30,252	)
Issuance of common shares under share compensation plans, net	38	21	—	38	—	~~183~~	—	21	—	—	(1,144	~~221~~)		—			—			—			(1,123	)
Share-based compensation expense	—	—	—	—	—	~~5,971~~	—	—	—	—	1,370	~~5,971~~		—			—			—			1,370
Balance at May 31, 2025	19,162		8,300	$19,162		$110,523	$738,598		$(302,367)	$(37,140)		$528,776
Balance at November 30, 2025		19,188			8,595		$	19,188		$	113,268		$	758,003		$	(341,476	)	$	(30,821	)	$	518,162
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)
(Unaudited)
	Shares ofcommonstock	Shares oftreasurystock	Commonstock	Capital inexcess ofstatedvalue	Retainedearnings	Treasurystock	Accumulatedothercomprehensiveloss,net	Totalshareholders’equity
Balance at February 29, 2024	19,122	8,083	$19,122	$101,060	$661,715	$(277,238)	$(21,625)	$483,034
Comprehensive income:
Net earnings	—	—	—	—	20,379	—	—	20,379
Other comprehensive loss	—	—	—	—	—	—	(3,377)	(3,377)
Total comprehensive income	—	—	—	—	—	—	—	17,002
Cash dividends ($0.35) per share		—	—	—	(3,833)	—	—	(3,833)
Repurchase of common stock	—	154	—	—	—	(17,900)	—	(17,900)
Issuance of common shares under share compensation plans, net	1	—	1	140	—	—	—	141
Share-based compensation expense	—	—	—	1,552	—	—	—	1,552
Balance at May 31, 2024	19,123	8,237	$19,123	$102,752	$678,261	$(295,138)	$(25,002)	$479,996
Balance at February 28, 2025	19,155	8,289	$19,155	$107,869	$723,008	$(301,119)	$(32,494)	$516,419
Comprehensive income:
Net earnings	—	—	—	—	19,500	—	—	19,500
Other comprehensive loss	—	—	—	—	—	—	(4,646)	(4,646)
Total comprehensive income	—	—	—	—	—	—		14,854
Cash dividends ($0.36) per share	—	—	—	—	(3,910)	—	—	(3,910)
Repurchase of common stock	—	11	—	—	—	(1,248)	—	(1,248)
Issuance of common shares under share compensation plans, net	7	—	7	637	—	—	—	644
Share-based compensation expense	—	—	—	2,017	—	—	—	2,017
Balance at May 31, 2025	19,162	8,300	$19,162	$110,523	$738,598	$(302,367)	$(37,140)	$528,776
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended
	Three months ended
($ in thousands)	~~May~~November 3130, 2025			~~May~~November 3130, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	6316,~~239~~524		$	5317,~~521~~164
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		155,~~707~~312			155,~~847~~412
Provision for uncollectible accounts receivable		~~1,238~~(252	)		~~321~~62
Deferred income taxes		(21,~~386~~477	)		(21,~~504~~589	)
Share-based compensation expense		51,~~971~~370			41,~~887~~977
Unrealized foreign currency transaction (gain) loss		(629	)		58
Unrealized foreign currency transaction gain		(248	)		(511	)
Other, net		~~(2,493~~413	)		~~237~~(217	)
Changes in assets and liabilities:
Receivables		(3215,~~512~~123	)		8(6,~~107~~442	)
Inventories		3(8,~~857~~993	)		(175,~~118~~968	)
Other current assets		~~(3,390~~303	)		(91,~~768~~251	)
Accounts payable		105,~~010~~251			(816,~~592~~656	)
Other current liabilities		6(7,~~006~~522	)		(59,~~539~~978	)
Other noncurrent assets and liabilities		~~4,256~~891			~~3,193~~608
Net cash provided by operating activities		68,874			42,650
Net cash (used in) provided by operating activities		(597	)		21,603
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(2814,~~251~~476	)		(239,~~527~~142	)
Purchases of marketable securities		(14,676	)		(15,042	)
Proceeds from settlement of net investment hedge		—			835
Proceeds from maturities of marketable securities		—			8,320
Payments for settlement of net investment hedge		—			(98	)
Purchase of equity method investment		(5,815	)		—
Other investing activities, net		(1,152	)		(401	)
Proceeds from settlement of net investment hedge		835			—
Net cash used in investing activities		(15,628	)		(8,806	)
Payments for settlement of net investment hedge		(98	)		—
Other investing activities, net		(438	)		(2,140	)
Net cash used in investing activities		(48,443	)		(32,389	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid		(113,~~734~~918	)		(113,~~557~~912	)
Common stock withheld for payroll tax obligations		(1,~~450~~253	)		(1,~~575~~450	)
Repurchase of common shares		(230,~~675~~252	)		~~(17,900~~—	)
Proceeds from exercise of stock options		1,194			479
Other financing activities, net		51			52
Other financing activities, net		306			313
Net cash used in financing activities		(35,372	)		(5,310	)
Net cash used in financing activities		(14,359	)		(30,240	)
Effect of exchange rate changes on cash and cash equivalents		644			(4,300	)
Effect of exchange rate changes on cash and cash equivalents		(834	)		(555	)
Net change in cash and cash equivalents		(50,953	)		3,187
Net change in cash and cash equivalents		5,238			(20,534	)
Cash and cash equivalents, beginning of period		250,575			190,879
Cash and cash equivalents, beginning of period		190,879			160,755
Cash and cash equivalents, end of period	$	199,622		$	194,066
Cash and cash equivalents, end of period	$	196,117		$	140,221

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, ~~2024~~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 Adopted

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04, Liabilities - Supplier Finance Programs, which requires annual and interim disclosures for entities that finance its purchases with supplier finance programs. The Company adopted these amendments in its fiscal 2024, except for the amendment on rollforward information, which is effective for the Company beginning in its fiscal 2025. The adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.

Recent Accounting Guidance Not Yet Adopted

In ~~November~~December 2023, the FASB issued ASU No. 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which requires, ~~among~~entities ~~other~~to ~~updates,~~disclose ~~enhanced~~more ~~disclosures~~detailed ~~about~~information ~~significant~~in ~~segment~~their ~~expenses~~reconciliation ~~that~~of ~~are~~their ~~regularly~~statutory ~~provided~~tax rate to ~~the~~their ~~chief~~effective ~~operating~~tax ~~decision~~rate. ~~maker,~~The orCompany ~~CODM,~~will asadopt ~~well~~this ASU as ~~the~~part ~~aggregate amount~~ of ~~other~~its ~~segment~~fiscal ~~items~~2026 ~~included~~Annual inReport ~~the~~on ~~reported~~Form ~~measure~~10-K ofand ~~segment~~does ~~profit~~not orexpect ~~loss.~~any ~~This~~impact ~~ASU~~on isits ~~effective~~results ~~for~~of ~~annual reporting periods beginning after December 15~~operations, ~~2023.~~as ~~The Company is currently evaluating~~ the ~~impact~~changes ofprimarily ~~this~~relate ~~adoption~~to onenhanced ~~its~~ disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0903, Disaggregation of Income ~~Taxes~~Statement ~~(Topic~~Expenses ~~740~~(DISE):, ~~Improvements~~which torequires ~~Income~~additional ~~Tax~~disclosure ~~Disclosures,~~of ~~which~~the ~~requires~~nature ~~entities~~of toexpenses ~~disclose~~included ~~more~~in ~~detailed~~the ~~information~~income statement in ~~their~~response ~~reconciliation~~to oflongstanding ~~their~~requests ~~statutory~~from ~~tax~~investors ~~rate~~for tomore ~~their~~information ~~effective~~about ~~tax~~an ~~rate~~entity’s expenses. ~~This~~The ~~guidance~~Company will beadopt ~~effective~~this ~~for~~ASU ~~annual~~as ~~reporting~~part ~~periods~~of ~~beginning~~its ~~after~~fiscal ~~December~~2028 ~~15,~~Annual ~~2024.~~Report ~~The~~on ~~Company~~Form is10-K ~~currently~~and ~~evaluating~~does ~~the~~not expect any impact on its results of ~~this~~operations, ~~adoption~~as onthe ~~its~~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 guidance will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this adoption on its disclosures.

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Note 2 – Revenue Recognition

Disaggregation of Revenue

A breakout by segment of revenue recognized over time versus at a point in time for the three ~~and nine~~ months ended ~~May~~November 3130, 2025 and 2024 is as follows:

Three months ended

~~Three months ended~~

May 31, 2025

May 31, 2024

November 30, 2025

($ in thousands)

Irrigation

Infrastructure

Total

~~Irrigation~~

~~Infrastructure~~

~~Total~~

Point in time

~~135~~124,~~334~~816

2015,~~170~~940

~~155~~140,~~504~~756

~~107,438~~

~~17,542~~

~~124,980~~

Over time

8,~~411~~621

1,~~759~~301

109,~~170~~922

~~7,402~~

~~1,276~~

~~8,678~~

Revenue from contracts with customers

~~143~~133,~~745~~437

2117,~~929~~241

~~165~~150,~~674~~678

~~114,840~~

~~18,818~~

~~133,658~~

Lease revenue

—

35,~~790~~140

—

~~5,541~~

Total operating revenues

~~143~~133,~~745~~437

2522,~~719~~381

~~169~~155,~~464~~818

~~114,840~~

~~24,359~~

~~139,199~~

Nine months ended

Three months ended

May 31, 2025

May 31, 2024

November 30, 2024

($ in thousands)

Irrigation

Infrastructure

Total

~~Irrigation~~

~~Infrastructure~~

~~Total~~

Point in time

~~414~~139,~~958~~368

6612,~~192~~102

~~481~~151,~~150~~470

~~365,184~~

~~42,835~~

~~408,019~~

Over time

247,~~013~~719

41,~~891~~358

289,~~904~~077

~~22,842~~

~~3,944~~

~~26,786~~

Revenue from contracts with customers

~~438~~147,~~971~~087

7113,~~083~~460

~~510~~160,~~054~~547

~~388,026~~

~~46,779~~

~~434,805~~

Lease revenue

—

125,~~755~~734

—

~~17,271~~

Total operating revenues

~~438~~147,~~971~~087

8319,~~838~~194

~~522~~166,~~809~~281

~~388,026~~

~~64,050~~

~~452,076~~

Further disaggregation of revenue is disclosed in Note 1413 – Business Segments.

~~For~~- ~~contracts~~8 ~~with an initial length longer than 12 months, the unsatisfied performance obligations were $20.4 million at May 31, 2025, almost all of which is expected to be satisfied within the next 12 months.~~-

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For contracts with an initial length longer than 12 months, the unsatisfied performance obligations were $78.8 million at November 30, 2025, almost all of which is expected to be satisfied within the next 12 to 18 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 completion of specified units of completion of the contract. At ~~May~~November 3130, 2025, ~~May~~November 3130, 2024, and August 31, ~~2024~~2025, contract assets amounted to $12.60 million, $3.61 million, and $31.31 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~~November 3130, 2025, ~~May~~November 3130, 2024, and August 31, ~~2024~~2025, contract liabilities amounted to $2016.80 million, $2318.56 million, and $2114.52 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~~three months ended ~~May~~November 3130, 2025 and 2024, the Company recognized $154.38 million and $149.56 million of revenue that ~~was~~were included in the liabilities as of August 31, ~~2024~~2025 and ~~2023~~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 10following -table shows the computation of basic and diluted net earnings per share for the three months ended November 30, 2025 and 2024:


	Three months ended
($ and shares in thousands, except per share amounts)	November 30, 2025		November 30, 2024
Numerator:
Net earnings	$	16,524	$	17,164

Denominator:
Weighted average shares outstanding		10,673		10,853
Diluted effect of stock awards		26		50
Weighted average shares outstanding assuming dilution		10,699		10,903

Basic net earnings per share	$	1.55	$	1.58
Diluted net earnings per share	$	1.54	$	1.57

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 months ended November 30, 2025 and 2024.

Note 4 – Income Taxes

The Company recorded income tax expense of $5.4 million and $4.9 million for the three months ended November 30, 2025 and 2024, 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 22.4 percent and 22.0 percent for the three months ended November 30, 2025 and 2024, respectively. The increase in the estimated annual effective income tax rate relates primarily to the change in earnings mix among foreign operations.

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The ~~following~~tax ~~table~~effects ~~shows~~of significant or unusual items are not considered in the ~~computation~~estimated annual effective income tax rate. The tax effects of ~~basic~~such ~~and~~discrete ~~diluted~~events ~~net~~are ~~earnings~~recognized ~~per~~in ~~share~~the ~~for~~interim period in which the ~~three~~events ~~and~~occur. ~~nine~~The impact of discrete items amounted to additional expense of $0.5 million for the three months ended ~~May~~November 3130, 2025 and was not significant for the three months ended November 30, 2024:.

	Three months ended				Nine months ended
($ and shares in thousands, except per share amounts)	May 31,2025		May 31,2024		May 31,2025		May 31,2024
Numerator:
Net earnings	$	19,500	$	20,379	$	63,239	$	53,521
Denominator:
Weighted average shares outstanding		10,862		10,996		10,860		11,016
Diluted effect of stock awards		69		34		55		39
Weighted average shares outstanding assuming dilution		10,931		11,030		10,915		11,055
Basic net earnings per share	$	1.80	$	1.85	$	5.82	$	4.86
Diluted net earnings per share	$	1.78	$	1.85	$	5.79	$	4.84

Note 5 – Inventories

~~Certain~~Inventories ~~stock~~consisted ~~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~~following ofas ~~dilutive potential common shares until the threshold performance conditions have been satisfied. The number~~ of ~~securities~~November ~~excluded~~30, ~~from~~2025, ~~the~~November ~~computation~~30, of2024, ~~earnings per share because their effect would have been anti-dilutive was not significant for the three~~ and ~~nine~~August ~~months ended May~~ 31, 2025 ~~and 2024.~~:

Note 4 – Equity Method Investment


($ in thousands)	November 30, 2025			November 30, 2024			August 31, 2025
Raw materials and supplies	$	68,850		$	87,861		$	70,510
Work in process		9,786			12,369			7,186
Finished goods and purchased parts, net		89,382			79,365			78,631
Total inventory value before LIFO adjustment		168,018			179,595			156,327
Less adjustment to LIFO value		(21,630	)		(21,340	)		(19,468	)
Inventories, net	$	146,388		$	158,255		$	136,859

OnOf ~~December~~the ~~19,~~$146.4 ~~2024~~million, ~~the~~$158.3 ~~Company~~million, ~~completed~~and ~~its~~$136.9 ~~acquisition~~million of anet ~~49.9%~~inventories ~~non-controlling~~at ~~interest~~November in30, ~~Pessl~~2025, ~~Instruments~~November ~~GmbH~~30, ~~("Pessl")~~2024, anand ~~Austrian~~August ~~company~~31, ~~that~~2025, ~~provides~~respectively, ~~agricultural~~$36.9 ~~technology~~million, ~~solutions~~$40.8 ~~focused~~million, onand ~~field~~$35.0 ~~monitoring~~million, ~~systems~~respectively, ~~such~~was asvalued ~~weather~~on ~~stations~~the ~~and~~last-in, ~~soil~~first-out ~~moisture~~("LIFO") ~~probes~~basis, ~~for~~and $7109.5 million, ~~inclusive~~$117.5 ofmillion, ~~direct~~and ~~transaction~~$101.9 ~~costs~~million, respectively, was valued on the first-in, first-out ("FIFO") or average cost methods.

~~The~~Note ~~Company's~~6 ~~investment~~– inLong-Term ~~Pessl~~Debt is accounted for pursuant to the equity method due to the Company’s ability to exert significant influence over decisions relating to Pessl's operating and financial affairs. Revenue and expenses of this investment are not consolidated into the Company’s financial statements; rather, the proportionate share of the earnings or losses is recorded within other income (expense), net on the condensed consolidated statements of earnings.

The Company determined that on the date of the minority interest acquisition of Pessl, there were differences between the Company's investment in Pessl and its proportional interest in the equity of Pessl, which represented basis differences between the Company's purchase price and its share of Pessl's net assets as well as residual equity method goodwill that is not amortized. Amortizable basis differences, which are not financially significant, are being amortized over a 5-year period and are recorded within other income (expense), net on the condensed consolidated statements of earnings.

Note 5 – Income Taxes

The Company recorded income tax expense of $6.2 million and income tax benefit of $0.2 million for the three months ended May 31, 2025 and 2024, respectively, and recorded income tax expense of $17.7 million and $10.3 million for the nine months ended May 31, 2025 and 2024, 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 and 25.7 percent for the nine months ended May 31, 2025 and 2024, respectively. The decrease in the estimated annual effective income tax rate relates primarily to the change in earnings mix among jurisdictions with differing tax rates.

The 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, 2025, while the Company recorded a discrete benefit of $4.8 million during the three months ended May 31, 2024 related to the one-time recognition of an income tax credit in Brazil.

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Note 6 – Inventories

Inventories consisted of the following as of May 31, 2025, May 31, 2024, and August 31, 2024:

($ in thousands)	May 31,2025			May 31,2024			August 31,2024
Raw materials and supplies	$	84,403		$	83,750		$	84,725
Work in process		8,330			13,235			10,192
Finished goods and purchased parts, net		78,594			96,295			80,877
Total inventory value before LIFO adjustment		171,327			193,280			175,794
Less adjustment to LIFO value		(20,865	)		(21,758	)		(21,341	)
Inventories, net	$	150,462		$	171,522		$	154,453

Of the $150.5 million, $171.5 million, and $154.5 million of net inventories at May 31, 2025, May 31, 2024, and August 31, 2024, respectively, $37.9 million, $49.8 million, and $42.7 million, respectively, was valued on the last-in, first-out ("LIFO") basis, and $112.6 million, $121.7 million, and $111.8 million, respectively, was valued on the first-in, first-out ("FIFO") or average cost methods.

Note 7 – 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~~November 3130,2025			~~May~~November 3130,2024			August 31,~~2024~~2025
Series A Senior Notes	$	115,000		$	115,000		$	115,000
Elecsys Series 2006A Bonds		~~321~~186			~~540~~434			~~492~~263
Total debt		115,~~321~~186			115,~~540~~434			115,~~492~~263
Less current portion		(~~232~~186	)		(229	)		(~~228~~233	)
Less unamortized debt issuance costs		(~~233~~208	)		(~~282~~257	)		(~~270~~220	)
Total long-term debt	$	114,~~856~~792		$	~~115~~114,~~029~~948		$	114,~~994~~810

Principal payments on the debt are due as follows:

Due within	$ in thousands
1 year	$	~~232~~186
2 years		89
Thereafter		115,000
	$	115,321
Total debt	$	115,186

~~Note~~- 810 ~~– 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, 2025, May 31, 2024, and August 31, 2024. There were no transfers between any levels for the periods presented.

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	May 31, 2025
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	196,117	$	—		$	—	$	196,117
Marketable securities:
Commercial paper		—		14,676			—	$	14,676
Derivative liabilities		—		(10,325	)		—	$	(10,325	)
	May 31, 2024
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents		140,221		—			—		140,221
Marketable securities:
Corporate bonds		—		10,086			—		10,086
U.S. treasury securities		—		2,411			—		2,411
Derivative assets		—		1,380			—		1,380
Derivative liabilities		—		(460	)		—		(460	)
	August 31, 2024
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	190,879	$	—		$	—	$	190,879
Derivative assets		—		603			—		603
Derivative liabilities		—		(777	)		—		(777	)

Note 7 – Fair Value Measurements

The ~~Company’s~~following ~~investments~~table inpresents ~~marketable~~the ~~securities~~Company’s ~~consist~~financial ofassets ~~investment grade corporate bonds~~ and ~~commercial~~liabilities ~~paper.~~measured ~~The~~at ~~marketable~~fair ~~securities~~value, ~~are~~based ~~classified~~upon asthe ~~available-for-sale~~level ~~and~~within ~~are~~the ~~carried at~~ fair value ~~with~~hierarchy ~~the change~~ in ~~unrealized~~which ~~gains and losses reported as a separate component on~~ the ~~condensed consolidated statements of comprehensive income until realized. The Company determines~~ fair value ~~using~~measurements ~~data points that are observable~~fall, ~~such~~ as ~~quoted prices and interest rates. The amortized cost~~ of ~~the~~November ~~investments~~30, ~~approximates~~2025, ~~fair~~November ~~value.~~30, ~~Investment income is recorded within other income (expense)~~2024, ~~net~~and onAugust ~~the condensed consolidated statements of earnings. As of May~~ 31, 2025,. ~~all~~There ofwere ~~the~~no ~~Company’s~~transfers ~~marketable~~between ~~securities~~any ~~investments~~levels ~~mature~~for ~~within~~the ~~one~~periods ~~year~~presented.


	November 30, 2025
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	199,622	$	—		$	—	$	199,622
Derivative liabilities		—		(12,994	)		—		(12,994	)

	November 30, 2024
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	194,066	$	—		$	—	$	194,066
Derivative assets		—		1,897			—		1,897
Derivative liabilities		—		(156	)		—		(156	)

	August 31, 2025
($ in thousands)	Level 1		Level 2			Level 3		Total
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 third quarter of fiscal 2026 and the first quarter of fiscal 2028 with a total notional amount of $175.0 million, or €163.2 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, net on the condensed consolidated balance sheets and the fair value of these contracts is recorded within other ~~noncurrent~~current ~~assets~~liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. The fair value of these contracts as of ~~May~~November 3130, 2025, is included in the table above as derivative ~~assets~~liabilities. ~~Translation~~During ~~gains~~the ~~and~~three ~~losses~~months ~~are~~ended ~~recorded~~November ~~within~~30, ~~other~~2025 ~~comprehensive~~and ~~income~~2024, ~~related to~~ the Company's ~~net~~recognized ~~investment~~translation ~~hedges.~~gains ~~Translation~~of ~~losses were~~ $111.92 million and $01.49 million ~~for the three months ended May 31~~, ~~2025 and 2024,~~ respectively, ~~and~~within ~~$7.3~~other ~~million~~comprehensive ~~and~~income ~~$0.2~~related ~~million~~to ~~for~~its ~~the~~net ~~nine~~investment ~~months ended May 31, 2025 and 2024, respectively~~hedges.

At ~~May~~November 3130, 2025, the Company had an outstanding foreign currency forward contract to sell a notional amount of ~~147~~95.45 million South African rand at fixed prices to settle during the next fiscal quarter. ~~The~~This ~~Company’s~~ foreign currency forward ~~contracts~~contract dodoes not qualify as ~~hedges~~a hedge of a net investment in foreign operations.

There were no 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~~November 3130, 2025 or 2024.

-Note 138 -– 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

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Table of Contents

~~Note~~competitor 9and –the ~~Commitments~~October 2023 dismissal of the FCA Lawsuit (as defined below), the Company expects that the significant attention brought to the infrastructure products industry by the original judgment may lead to additional lawsuits being filed against the Company and ~~Contingencies~~others in the industry.

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 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

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 Company expects that the significant attention brought to the 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 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 consolidated financial statements.

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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 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 for review 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, 2025, $8.0 million was calculated on 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, 2025.

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was submitted to the EPA and NDEE for review 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 November 30, 2025, $8.0 million was calculated on 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 November 30, 2025.

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.

The following table summarizes the environmental remediation liability classifications included in the condensed consolidated balance sheets as of ~~May~~November 3130, 2025, ~~May~~November 3130, 2024, and August 31, ~~2024~~2025:

($ in thousands)	~~May~~November 3130,2025		~~May~~November 3130,2024		August 31,~~2024~~2025
Other current liabilities	$	509	$	~~460~~509	$	~~462~~509
Other noncurrent liabilities		10,123		10,~~172~~123		10,~~167~~123
Total environmental remediation liabilities	$	10,632	$	10,632	$	10,~~629~~632

Note 109 – Warranties

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

Three months ended

~~Nine months ended~~

($ in thousands)

~~May~~November 3130,2025

November 30,2024

~~May 31,2024~~

~~May 31,2025~~

~~May 31,2024~~

Product warranty accrual balance, beginning of period

$14,158

~~13,999~~

$14,180

~~14,371~~

~~14,180~~

~~14,535~~

Liabilities accrued for warranties during the period

1,092

~~3,066~~

1,278

~~2,097~~

~~7,548~~

~~5,844~~

Warranty claims paid during the period

(1,637)

~~(2,547~~

(1,997)

~~(2,020~~

)

~~(7,210~~

)

~~(5,931~~

)

Product warranty accrual balance, end of period

$13,613

~~14,518~~

$13,461

~~14,448~~

~~14,518~~

~~14,448~~

Note 1110 – Share-Based Compensation

The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides 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 $1.5 million and $1.9 million for the three months ended November 30, 2025 and 2024, respectively.

-The 15following table illustrates the type and fair value of share-based compensation awards granted during the three months ended November 30, 2025 and 2024:


	Three months ended
	November 30, 2025				November 30, 2024
	Number of units granted		Weighted average grant-date fair value per award		Number of units granted		Weighted average grant-date fair value per award
Stock options		51,883	$	35.07		43,011	$	42.19
RSUs		32,557	$	110.21		31,525	$	117.11
PSUs		30,045	$	109.85		28,280	$	133.30

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~~fair~~The ~~values~~RSUs granted during the three months ended November 30, 2025 and 2024 included 2,868 and 3,516 units, respectively, that will be settled in cash. ~~Share-based~~The ~~compensation~~weighted ~~expense~~average stock price on the date of grant was $1114.935 ~~million~~ and $1121.616 ~~million~~per award for the three months ended ~~May~~November 3130, 2025 and 2024, respectively,. ~~and~~Share issuances are presented net of shares withheld to cover payroll taxes of $61.23 million and $5.1.5 million for the ~~nine~~three months ended ~~May~~November 3130, 2025 and 2024, respectively.

~~Note~~The 12following –table ~~Other~~provides ~~Current~~the ~~Liabilities~~assumptions used in determining the fair value of the stock options awarded during the three months ended November 30, 2025 and 2024:

($ in thousands)	May 31,2025			May 31,2024			August 31,2024
	Three months ended November 30,
Other current liabilities:
	2025			2024
Compensation and benefits	$	24,371		$	18,141		$	21,673
Dividend yield		1.3	%		1.2	%
Contract liabilities		19,927			22,519			20,496
Volatility		32.7	%		36.8	%
Tax related liabilities		16,758			7,591			6,544
Risk-free interest rate		3.6	%		4.1	%
Warranties		14,518			14,448			14,180
Expected life (years)		5			5
Dealer related liabilities		7,961			9,449			9,072
Deferred revenue - lease		4,856			2,713			2,740
Operating lease liabilities		3,717			3,699			3,623
Accrued insurance		886			1,005			1,053
Accrued environmental liabilities		509			460			462
Other		9,509			8,421			8,328
Total other current liabilities	$	103,012		$	88,446		$	88,171

~~Note~~The 13PSUs –granted ~~Share~~during ~~Repurchases~~fiscal 2026 include performance goals based on a return on invested capital ("ROIC") and total shareholder return ("TSR") relative to the Company's peers during the performance period. The awards actually earned will range from zero to two hundred percent of the targeted number of PSUs and will be paid in shares of common stock. Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period. For the ROIC portion of the award, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the condensed consolidated financial statements. For the TSR portion of the award, compensation expense is recorded ratably over the three-year term of the award based on the estimated grant date fair value.

The ~~Company’s~~fair ~~Board~~value of ~~Directors~~the ~~authorized~~TSR aportion ~~share repurchase program~~ of upthe toawards ~~$250.0~~granted ~~million~~during ofthe ~~common~~three ~~stock~~months ~~with~~ended noNovember ~~expiration date. Under the program~~30, ~~shares~~2025 ~~may be repurchased in privately negotiated~~ and~~/or~~ ~~open~~2024 ~~market~~was ~~transactions~~estimated asat ~~well as under formalized trading plans in accordance with~~ the ~~guidelines~~grant ~~specified~~date ~~under~~using ~~Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Company’s share repurchases in excess of issuances are subject to~~ a 1%Monte ~~excise~~Carlo ~~tax~~simulation ~~enacted~~model bywhich included the ~~Inflation~~following ~~Reduction Act.~~assumptions:

During the three and nine months ended May 31, 2025, the Company repurchased approximately 11 thousand and 23 thousand shares, respectively, of its common stock under the program in open market transactions for $1.2 million and $2.7 million, respectively, inclusive of excise taxes. There were 154 thousand shares repurchased during the three and nine months ended May 31, 2024 for $17.9 million, including excise taxes. As of May 31, 2025, the repurchased shares were held as treasury stock and $38.8 million of the authorization remained available for future share repurchases.


	Three months ended November 30,
	2025			2024
Dividend yield		1.3	%		1.2	%
Volatility		33.2	%		35.2	%
Risk-free interest rate		3.5	%		4.1	%
Expected term (years)		3			3

Note 1411 – ~~Business~~Other ~~Segments~~Current Liabilities

The Company manages its business activities in two reportable segments: irrigation and infrastructure. The Company evaluates the performance of its reportable segments based on segment revenues and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses and income taxes. Operating income for segment purposes includes general and administrative expenses, selling expenses, engineering and research expenses and other overhead charges directly attributable to the segment. There are no inter-segment sales included in the amounts disclosed. The Company had no single customer who represented 10 percent or more of its total revenues during the three or nine months ended May 31, 2025 or 2024.


($ in thousands)	November 30, 2025		November 30, 2024		August 31, 2025
Other current liabilities:
Compensation and benefits	$	19,713	$	18,006	$	28,799
Warranties		13,613		13,461		14,158
Contract liabilities		12,192		16,660		13,474
Tax related liabilities		11,277		5,454		7,617
Dealer related liabilities		8,986		8,131		9,919
Operating lease liabilities		4,174		3,589		4,113
Deferred revenue - lease		3,035		1,045		4,465
Accrued insurance		1,003		997		975
Accrued environmental liabilities		509		509		509
Other		16,489		8,583		10,660
Total other current liabilities	$	90,991	$	76,435	$	94,689

~~Irrigation~~Note 12 – ~~This~~Share 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, irrigation consulting and design and industrial internet of things, or “IIoT”, solutions. The irrigation reporting segment consists of one operating segment. Repurchases

-The 16Company’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 Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

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~~Infrastructure~~During –the ~~This~~three ~~reporting~~months ~~segment~~ended ~~includes~~November 30, 2025, the ~~manufacture~~Company ~~and~~repurchased ~~marketing~~232 thousand shares of ~~movable~~its ~~barriers,~~common ~~specialty~~stock ~~barriers~~under the program in open market transactions for $30.3 million, ~~crash~~including ~~cushions~~excise ~~and~~taxes ~~end~~of ~~terminals~~$0.2 million. During the three months ended November 30, ~~and~~2024, ~~road~~the ~~marking~~amount ~~and~~of ~~road~~common ~~safety~~stock ~~equipment~~repurchased by the Company under the program in open market transactions was not significant. The ~~infrastructure~~repurchases ~~reporting~~completed ~~segment~~in ~~consists~~the first quarter of ~~one~~fiscal ~~operating~~2026 ~~segment~~fully depleted the previous share repurchase authorization.

	Three months ended						Nine months ended
($ in thousands)	May 31,2025			May 31,2024			May 31,2025			May 31,2024
Operating revenues:
Irrigation:
North America	$	69,082		$	68,235		$	223,793		$	240,457
International		74,663			46,605			215,178			147,569
Irrigation total		143,745			114,840			438,971			388,026
Infrastructure		25,719			24,359			83,838			64,050
Total operating revenues	$	169,464		$	139,199		$	522,809		$	452,076
Operating income:
Irrigation	$	27,154		$	19,524		$	79,266		$	70,480
Infrastructure		5,426			6,276			22,806			13,401
Corporate		(8,787	)		(5,864	)		(25,273	)		(20,773	)
Total operating income		23,793			19,936			76,799			63,108
Interest and other expense, net		1,921			237			4,162			757
Earnings before income taxes	$	25,714		$	20,173		$	80,961		$	63,865

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. As of November 30, 2025, the amount available under this repurchase program remained at $150.0 million.

-Note 1713 -– 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 in two 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 internet of things, or "IIoT", solutions. The irrigation reporting segment consists of one 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 of one operating segment.

The Company had no single customer who represented 10 percent or more of its total revenues during the three months ended November 30, 2025 or 2024.


		Three months ended November 30, 2025
($ in thousands)	Irrigation				Infrastructure		Consolidated
Operating revenues	$		133,437	(1)	$	22,381	$	155,818
Cost of operating revenues			92,813			12,903		105,716
Gross profit			40,624			9,478		50,102
Operating expenses			17,670			4,984		22,654
Segment operating income	$		22,954		$	4,494	$	27,448
Unallocated corporate expenses								7,843
Operating income							$	19,605
(1) includes North America revenues of $74,312 and international revenues of $59,125


		Three months ended November 30, 2024
($ in thousands)	Irrigation				Infrastructure		Consolidated
Operating revenues	$		147,087	(1)	$	19,194	$	166,281
Cost of operating revenues			105,195			11,120		116,315
Gross profit			41,892			8,074		49,966
Operating expenses			17,156			3,950		21,106
Segment operating income	$		24,736		$	4,124	$	28,860
Unallocated corporate expenses								7,977
Operating income							$	20,883
(1) includes North America revenues of $77,669 and international revenues of $69,418

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ITEM 2 ‑ Management's Discussion and Analysis of Financial Condition and Results of Operations

Concerning Forward‑Looking Statements

This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company's web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should” or similar expressions generally identify forward-looking statements. The entire section entitled “Executive Overview and Outlook” should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2024~~2025, as well as other risks and uncertainties not now anticipated. The risks and uncertainties described herein and in the Company’s other public filings are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company's financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Accounting Policies

In preparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company’s historical experience.

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2024~~2025. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no significant changes in the Company’s critical accounting policies during the ~~nine~~three months ended ~~May~~November 3130, 2025.

Recent Accounting Guidance

See Note 1 – Basis of Presentation and the disclosure therein of recently adopted accounting guidance to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Executive Overview and Outlook

Operating revenues for the three months ended ~~May~~November 3130, 2025 were $~~169~~155.58 million, ana ~~increase~~decrease of 226 percent compared to $~~139~~166.23 million for the three months ended ~~May~~November 3130, 2024. Irrigation segment revenues ~~for~~decreased ~~the~~9 ~~three months ended May 31, 2025 increased 25~~ percent to $~~143~~133.74 million ~~from~~and ~~the same prior year period, while~~ infrastructure segment revenues increased 617 percent to $2522.74 million. Net earnings for the three months ended ~~May~~November 3130, 2025 were $1916.5 million, or $1.7854 per diluted share, compared to net earnings of $2017.42 million, or $1.8557 per diluted share, for the three months ended ~~May~~November 3130, 2024. Operating ~~The~~income ~~year-over-year~~was ~~decrease~~lower inthan ~~net~~the ~~earnings~~prior ~~resulted~~year primarily ~~from~~due ~~the~~to ~~recognition~~lower ofrevenues. aThis ~~one-time~~decrease in earnings was partially offset by higher other income ~~tax~~compared ~~credit in~~to the prior year, ~~period~~while ofthe ~~$4.8~~effective ~~million,~~income ortax ~~$0.44~~rate ~~per~~was ~~diluted~~slightly ~~share~~higher than the prior year.

~~The~~- ~~primary~~16 drivers for the Company’s irrigation segment are the need for irrigated agricultural crop production, which is tied to population growth and the attendant need for expanded food production, and the need to use water resources more efficiently. These drivers are affected by a number of factors, including the following:-

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~~Agricultural~~The ~~commodity~~primary ~~prices~~drivers –for Asthe ofCompany’s ~~May~~irrigation ~~2025,~~segment ~~U.S.~~are ~~corn~~the ~~prices~~need ~~have~~for ~~decreased~~irrigated ~~approximately~~agricultural 1crop ~~percent~~production, ~~and~~which ~~U.S.~~is ~~soybean~~tied ~~prices~~to ~~have~~population ~~decreased~~growth ~~approximately~~and 15the ~~percent~~attendant ~~from~~need ~~price~~for ~~levels~~expanded ~~prevailing~~food inproduction, ~~May~~and ~~2024. Agriculture~~the ~~commodity~~need ~~prices~~to ~~fluctuate~~use ~~based~~water onresources ~~supply~~efficiently. ~~factors,~~These ~~such~~drivers asare ~~global~~affected ~~production~~by ~~and~~a ~~inventory~~number ~~levels~~ of ~~commodities, and demand~~ factors ~~such as food and feed consumption~~, ~~biofuel~~including ~~production and~~ the ~~level of China's demand for agricultural imports.~~ following:

•

~~Net~~Agricultural ~~farm~~commodity ~~income~~prices – In ~~February~~As of November 2025, ~~the~~ U.S. ~~Department~~corn ofprices ~~Agriculture~~have ~~(the~~remained ~~“USDA”)~~fairly ~~released~~consistent ~~its~~and ~~initial forecast for 2025~~ U.S. ~~net~~soybean ~~farm~~prices ~~income,~~have ~~which~~increased isapproximately ~~estimated~~14 topercent bewhen ~~$180.1~~compared ~~billion,~~to anprice ~~increase~~levels ofprevailing 29in ~~percent~~November ~~from~~ 2024 U.S. ~~net~~Agriculture ~~farm~~commodity ~~income~~prices offluctuate ~~$139.1 billion. This forecasted increase is~~ based ~~mainly~~ on ansupply ~~increase~~factors insuch ~~government~~as ~~support~~global ~~payments~~production ~~from supplemental~~ and ~~ad-hoc~~inventory ~~disaster~~levels ~~support~~and ~~programs,~~demand ~~while~~factors ~~cash~~such ~~receipts~~as ~~from~~food ~~crops~~and ~~are~~feed ~~expected~~consumption, tobiofuel ~~decrease~~production 2and ~~percent.~~the ~~Net~~level ~~farm~~of ~~income~~China's demand for ~~2024~~agricultural ~~declined 6 percent from the prior year~~imports.

•

Net farm income – As of September 2025, the U.S. Department of Agriculture (the “USDA”) forecast for 2025 U.S. net farm income was projected to be $179.8 billion, an increase of 41 percent from the USDA's final 2024 U.S. net farm income of $127.8 billion. This projected increase is based mainly on an increase in government support payments from supplemental and ad hoc disaster support programs, while cash receipts from crops are expected to decrease 3 percent.

•

Weather conditions – Demand for irrigation equipment is often positively affected by storm damage and prolonged periods of drought conditions as producers look for ways to reduce the risk of low crop production and crop failures. Conversely, demand for irrigation equipment can be negatively affected during periods of more predictable or abundant natural precipitation.

•

Governmental ~~action~~policies – A number of governmental laws, ~~regulations~~ and ~~policies~~regulations can affect the Company’s business, including ~~the following~~:

•

In response to ~~recently announced~~ U.S. tariffs on imports from Canada, Mexico, China and other countries, the Company ~~has~~ implemented a comprehensive action plan that ~~includes~~included supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the ~~proposed~~ tariffs ishas ~~anticipated~~resulted ~~to result~~ in a marginal increase to the Company's cost of goods, which ishas ~~expected~~been ~~to be~~ passed through to the market through ~~increased~~an increase in the pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to try to minimize the potential impact of these actions on its business and customers. On December 8, 2025, the Trump administration announced $12 billion in one-time payments to farmers, primarily those who grow corn and soybeans, in the wake of the recent tariff impact. These payments are expected to be made in February 2026 and, while helpful to overall farm income, are not expected to result in a meaningful increase in demand for irrigation equipment.

•

~~The~~On ~~Agriculture~~July ~~Improvement~~4, ~~Act~~2025, ofthe ~~2018~~One ~~(the~~Big ~~“Farm~~Beautiful Bill” Act (the "OBBBA") was ~~signed~~enacted ~~into~~in ~~law~~the inU.S. ~~December~~permanently ~~2018~~extending ~~and~~many ~~provides~~of athe ~~degree~~expiring provisions of ~~certainty~~the toTax ~~growers,~~Cuts ~~including~~and ~~funding~~Jobs ~~for~~Act of 2017. In particular, the ~~Environmental~~OBBBA ~~Quality~~restores ~~Incentives~~Section ~~Program~~168 bonus depreciation, which ~~provides~~is ~~financial~~intended ~~assistance~~ to ~~farmers~~encourage toequipment ~~implement~~purchases ~~conservation~~by ~~practices,~~allowing ~~and~~100 ispercent ~~frequently~~of ~~used~~the cost of the equipment to ~~assist~~be treated as an income tax deduction in the ~~purchase~~year of ~~center~~purchase ~~pivot~~rather ~~irrigation~~than ~~systems~~being amortized over its useful life. In ~~December~~This ~~2024~~new legislation has multiple effective dates, ~~Congress~~with ~~voted~~certain toprovisions ~~extend~~becoming ~~the~~effective ~~Farm~~in ~~Bill~~2025 and others implemented through ~~September~~2027. ~~30,~~The ~~2025,~~enactment atof ~~which~~the ~~date~~OBBBA itdid ~~will~~not ~~expire~~have ~~without~~a ~~new~~significant ~~legislation~~impact oron ~~another~~the ~~extension~~Company's estimated annual effective income tax rate in fiscal 2026.

•

~~Changes~~The toAgriculture ~~U.S.~~Improvement ~~income~~Act ~~tax~~of ~~laws~~2018 ~~enacted in December 2017~~ (the ~~"2017~~“Farm ~~Tax Act"~~Bill”) ~~increased~~was ~~the~~signed ~~benefit~~into oflaw ~~certain~~in ~~tax~~December ~~incentives,~~2018 ~~such~~and asprovides ~~the~~a ~~Section~~degree ~~179~~of ~~income~~certainty ~~tax~~to ~~deduction~~growers, ~~and~~including ~~Section~~funding ~~168~~for ~~bonus~~the ~~depreciation,~~Environmental ~~which~~Quality ~~are~~Incentives ~~intended~~Program, towhich ~~encourage~~provides ~~equipment~~financial ~~purchases~~assistance byto ~~allowing~~farmers ~~100~~to ~~percent~~implement ofconservation ~~the~~practices, ~~cost~~and ofis ~~equipment~~frequently used to beassist ~~treated as an expense~~ in the ~~year~~purchase of ~~purchase~~center ~~rather~~pivot ~~than~~irrigation ~~amortized over its useful life~~systems. ~~This~~The ~~benefit~~Farm isBill ~~being~~expired ~~phased~~on ~~out~~September by30, 202025, ~~percent~~however ~~per~~the ~~year~~OBBBA ~~over~~extended akey ~~five-year~~commodity ~~period,~~support ~~beginning~~programs inunder ~~2023. For calendar 2025,~~ the ~~allowable~~Farm ~~deduction~~Bill and is 40projected ~~percent~~to ofincrease ~~the~~agricultural-focused ~~cost~~spending ofby ~~equipment~~approximately ~~and~~$65.6 inbillion ~~calendar~~over ~~2026~~ the ~~allowable~~next ~~deduction~~decade ~~will~~(fiscal ~~drop~~2025 tothrough 20fiscal ~~percent~~2034). ~~Proposed~~Of ~~legislation~~that ~~currently~~total, ~~being~~$59.0 ~~considered~~billion inis ~~Congress~~directed ~~would~~toward ~~restore~~core ~~these~~farm ~~incentives~~safety tonet ~~levels~~enhancements. ~~set~~In inaddition, ~~the~~on ~~2017~~November ~~Tax~~12, ~~Act~~2025, tolegislation ~~once~~was ~~again~~adopted ~~allow~~that ~~100~~included ~~percent~~a one-year extension of the ~~cost~~remaining provisions of ~~equipment~~the toFarm beBill ~~treated~~the aswere annot ~~expense~~included in the ~~year of purchase rather than amortized over its useful life~~OBBBA.

•

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (the “EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard ("RFS") program. In June, 2025, the EPA proposed new volume requirements for 2026 and 2027 that represent increases of approximately 8 percent and 10 percent, respectively, over 2025 requirements. The new ~~requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.~~

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requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.

•

Many international markets are affected by government policies such as subsidies and other agriculturally related incentives. While these policies can have a significant effect on individual markets, they typically do not have a material effect on the consolidated results of the Company.

•

Currency – The value of the U.S. dollar fluctuates in relation to the value of currencies in a number of countries to which the Company exports products and in which the Company maintains local operations. The strengthening of the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

-The 19USDA's -forecasted increase in estimated 2025 net farm income is not expected to have a meaningful positive impact on demand for irrigation equipment as the increase results primarily from government support payments while income from crop receipts is expected to be slightly lower compared to the prior year. Favorable weather conditions in key U.S. markets during the growing season have resulted in higher crop production and increased inventories of crops in 2025 and has maintained downward pressure on commodity prices in the near term.

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. In the fourth quarter of fiscal 2024, the Company began shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the Middle East and North Africa (MENA) region. The project was valued at over $100 million in revenue, with equipment deliveries occurring throughout fiscal 2025 and completing in the first quarter of fiscal 2026. Additionally, in December 2025, the Company announced a new supply agreement to provide irrigation systems and remote management and scheduling technology for a new large project in the MENA region. The project, valued at more than $80 million in revenue, is expected to be recognized over the period beginning in the second quarter of fiscal 2026 with approximately $70 million of the total contract revenue anticipated to be recognized in the current fiscal year.

The infrastructure business continues to be driven by the Company's transportation safety products, the demand for which largely depends on government spending for road construction and improvements. The enactment of the Infrastructure Investment and Jobs Act ("IIJA") in November 2021 introduced $110 billion in incremental federal funding for roads, bridges, and other transportation projects, which the Company anticipates may support higher demand for its transportation safety products as states utilize these funds in construction projects. The federal programs under IIJA run through September 2026.

The backlog of unshipped orders at November 30, 2025 was $119.2 million compared with $168.2 million at November 30, 2024. Included in these backlogs are amounts of $8.5 million and $17.4 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The backlog in both segments was lower compared to the prior year, with the decrease resulting primarily attributed to from deliveries related to the large irrigation project in the MENA region that was included in the backlog as of November 30, 2024. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

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the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

The forecasted increase in estimated 2025 net farm income is not expected to have a meaningful positive impact on demand for irrigation equipment as the increase results primarily from government support payments while crop receipts are expected to be slightly lower compared to the prior year. Severe drought conditions are beginning to develop in certain parts of the Midwest which could provide a catalyst for incremental sales of replacement parts in the near term.

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. In the fourth quarter of fiscal 2024, the Company began shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the Middle East and North Africa (MENA) region. The project is valued at over $100 million in revenue, with equipment deliveries expected to continue throughout fiscal 2025 and into the first quarter of fiscal 2026.

The backlog of unshipped orders at May 31, 2025 was $117.1 million compared with $205.9 million at May 31, 2024. Included in these backlogs are amounts of $12.3 million and $62.0 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The decrease in backlog is primarily attributed to the completion of deliveries of the large irrigation project in the MENA region over the Company's past four fiscal quarters. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

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Results of Operations

For the Three Months ended ~~May~~November 3130, 2025 compared to the Three Months ended ~~May~~November 3130, 2024

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the three months ended ~~May~~November 3130, 2025 and 2024. It should be read together with the ~~business~~industry ~~segments~~segment information in Note 1413 to the condensed consolidated financial statements:

	Three months ended
($ in thousands)	~~May~~November 3130,2025			~~May~~November 3130,2024			Percent Change
Consolidated
Operating revenues	$	~~169~~155,~~464~~818		$	~~139~~166,~~199~~281		22(6%)
Gross profit	$	5350,~~622~~102		$	4649,~~497~~966		150%
Gross margin		3132.62	%		3330.40	%
Operating expenses (1)	$	2930,~~829~~497		$	2629,~~561~~083		125%
Operating income	$	2319,~~793~~605		$	1920,~~936~~883		19(6%)
Operating margin		1412.06	%		1412.36	%
Other income (expense), net	$	1,921		$	237		711%
Total other income	$	2,281		$	1,151		98%
Income tax expense (benefit)	$	6,214		$	(206	)	n/a
Income tax expense	$	5,362		$	4,870		10%
Overall income tax rate		24.2	%		-1.0	%
Effective income tax rate		24.5	%		22.1	%
Net earnings	$	1916,~~500~~524		$	2017,~~379~~164		(4%)
Irrigation Segment
Segment operating revenues	$	143,745		$	114,840		25%
Operating revenues	$	133,437		$	147,087		(9%)
Segment operating income	$	27,154		$	19,524		39%
Gross profit	$	40,624		$	41,892		(3%)
Segment operating margin		18.9	%		17.0	%
Gross margin		30.4	%		28.5	%
Operating expenses	$	17,670		$	17,156		3%
Operating income	$	22,954		$	24,736		(7%)
Operating margin		17.2	%		16.8	%
Infrastructure Segment
Segment operating revenues	$	25,719		$	24,359		6%
Operating revenues	$	22,381		$	19,194		17%
Segment operating income	$	5,426		$	6,276		(14%)
Gross profit	$	9,478		$	8,074		17%
Segment operating margin		21.1	%		25.8	%
Gross margin		42.3	%		42.1	%
Operating expenses	$	4,984		$	3,950		26%
Operating income	$	4,494		$	4,124		9%
Operating margin		20.1	%		21.5	%

(1)

Includes $87.8 million and $58.90 million of corporate operating expenses for the three months ended ~~May~~November 3130, 2025 and 2024, respectively.

Revenues

Operating revenues for the three months ended ~~May~~November 3130, 2025 ~~increased~~decreased 226 percent to $~~169~~155.58 million from $~~139~~166.23 million for the three months ended ~~May~~November 3130, 2024, as irrigation revenues ~~increased~~decreased $2813.97 million and infrastructure revenues increased $13.42 million ~~compared to the prior year period~~. The irrigation segment provided 8586 percent of the Company’s revenue during the three months ended ~~May~~November 3130, 2025 as compared to 8388 percent for the three months ended ~~May~~November 3130, 2024.

North America irrigation revenues for the three months ended ~~May~~November 3130, 2025 of $6974.13 million ~~increased~~ decreased $03.84 million, or 14 percent, from $6877.27 million for the three months ended ~~May~~November 3130, 2024. The ~~Unit~~decrease ~~sales~~resulted ~~volume~~primarily offrom ~~irrigation~~lower ~~equipment~~unit ~~was~~sales ~~comparable~~volume toand ~~the~~was ~~prior~~partially ~~year~~offset ~~period,~~by ~~while~~slightly higher average selling prices ~~were~~compared upto ~~slightly.~~the ~~This~~prior ~~increase~~year. ~~was~~Unfavorable ~~partially~~market ~~offset~~conditions bycontinue ~~the~~to ~~impact~~weigh ofon ~~slightly~~farmer ~~shorter~~sentiment ~~machines,~~and ontemper ~~average,~~demand ~~compared~~for toirrigation ~~the~~equipment ~~prior~~in ~~year~~North ~~period~~America.

International irrigation revenues for the three months ended ~~May~~November 3130, 2025 of $7459.71 million ~~increased~~decreased $2810.13 million, or 6015 percent, from $4669.64 million for the three months ended ~~May~~November 3130, 2024. The ~~majority~~decrease ofresulted ~~the~~primarily ~~increase~~from ~~resulted~~lower ~~from~~sales ~~revenues~~in ~~related~~Brazil toand ~~the~~Western ~~large~~Europe, along with lower project revenues in the MENA region,. ~~along~~Elevated ~~with~~interest ~~higher~~rates ~~sales~~and ~~volumes~~credit inconstraints ~~Brazil~~continue ~~and~~to ~~other~~be ~~parts~~headwinds ofto ~~South~~capital ~~America.~~investment ~~These~~by ~~increases~~farmers ~~were~~in ~~partially~~Brazil. ~~offset~~The bycurrent ~~the~~year ~~unfavorable~~includes ~~effects~~a favorable impact of foreign currency translation of ~~approximately~~ $21.5 million compared to the prior year ~~period~~.

~~Infrastructure~~- ~~segment~~19 revenues for the three months ended May 31, 2025 of $25.7 million increased $1.4 million, or 6 percent, from $24.4 million for the three months ended May 31, 2024. The increase was primarily driven by higher sales volumes of road safety products while Road Zipper System sales and lease revenues were comparable to the prior year period.-

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Infrastructure segment revenues for the three months ended November 30, 2025 of $22.4 million increased $3.2 million, or 17 percent, from $19.2 million for the three months ended November 30, 2024. The increase was primarily attributable to higher sales of road safety products while Road Zipper System™ revenues were similar compared to the prior year.

Gross Profit

Gross profit for the three months ended ~~May~~November 3130, 2025 of $5350.61 million ~~increased~~was 15comparable ~~percent~~to ~~from~~ $4650.50 million for the three months ended ~~May~~November 3130, 2024. ~~The increase in gross profit resulted primarily from higher international irrigation revenues.~~ Gross margin was 3132.62 percent of sales for the three months ended ~~May~~November 3130, 2025 compared with 3330.40 percent of sales for the three months ended ~~May~~November 3130, 2024. ~~The~~Higher ~~decrease in gross margin was driven primarily by lower~~ irrigation gross margin ~~resulting~~resulted from a ~~higher~~lower ~~percentage~~proportion of international irrigation project revenue in the current year ~~period~~ that was dilutive to gross margin., ~~Infrastructure~~while infrastructure gross margin ~~declined~~was ~~slightly~~comparable ~~due~~ to ~~a less favorable margin mix of Road Zipper System revenues compared to~~ the prior year ~~period~~.

Operating Expenses

Operating expenses of $2930.85 million for the three months ended ~~May~~November 3130, 2025 increased $31.34 million, or 125 percent, compared with $2629.61 million for the three months ended ~~May~~November 3130, 2024. ~~The~~Higher ~~increase~~selling ~~was~~and ~~primarily~~engineering ~~driven by higher sales commissions~~ and ~~incentive~~research ~~compensation~~expenses ~~expense,~~were partially offset by lower ~~salary~~administrative ~~and wage expense compared to the prior year period~~expenses.

Other Income ~~(Expense)~~, net

The Company recorded other income of $12.93 million ~~and~~for the three months ended November 30, 2025 compared to other income of $01.2 million for the three months ended ~~May~~November 3130, ~~2025 and~~ 2024~~, respectively~~. The ~~change~~increase resulted primarily from ~~favorable~~higher ~~changes~~net in interest income, ~~and~~partially ~~interest~~offset ~~expense.~~by foreign currency transaction losses, compared to the prior year.

Income Taxes

The Company recorded income tax expense of $65.24 million and ~~an income tax benefit~~ $04.29 million for the three months ended ~~May~~November 3130, 2025 and 2024, respectively. The effective income tax rate was 24.25 percent and -122.01 percent for the three months ended ~~May~~November 3130, 2025 and 2024, respectively. The ~~current~~estimated ~~year~~annual ~~period~~ effective tax rate ~~reflects a higher proportion of earnings~~ in ~~low~~the ~~tax~~current ~~jurisdictions~~year ~~compared~~is comparable to the prior year ~~period and includes a negligible impact of discrete items~~, ~~while~~but the ~~prior~~current year ~~period~~includes ~~effective~~an ~~rate~~unfavorable ~~includes~~discrete aimpact ~~one~~of share-~~time~~based ~~discrete~~compensation ~~benefit~~vesting of approximately $40.85 million. ~~that~~The ~~did~~impact ~~not~~of ~~repeat~~discrete items in the ~~current~~prior year ~~period~~was not significant.

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For the Nine Months ended May 31, 2025 compared to the Nine Months ended May 31, 2024

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the nine months ended May 31, 2025 and 2024. It should be read together with the business segments information in Note 14 to the condensed consolidated financial statements:

	Nine months ended
($ in thousands)	May 31,2025			May 31,2024			Percent Change
Consolidated
Operating revenues	$	522,809		$	452,076		16%
Gross profit	$	166,075		$	145,356		14%
Gross margin		31.8	%		32.2	%
Operating expenses (1)	$	89,276		$	82,248		9%
Operating income	$	76,799		$	63,108		22%
Operating margin		14.7	%		14.0	%
Other income (expense), net	$	4,162		$	757		450%
Income tax expense	$	17,722		$	10,344		71%
Overall income tax rate		21.9	%		16.2	%
Net earnings	$	63,239		$	53,521		18%
Irrigation Segment
Segment operating revenues	$	438,971		$	388,026		13%
Segment operating income	$	79,266		$	70,480		12%
Segment operating margin		18.1	%		18.2	%
Infrastructure Segment
Segment operating revenues	$	83,838		$	64,050		31%
Segment operating income	$	22,806		$	13,401		70%
Segment operating margin		27.2	%		20.9	%

Includes $25.3 million and $20.8 million of corporate operating expenses for the nine months ended May 31, 2025 and 2024, respectively.

Revenues

Operating revenues for the nine months ended May 31, 2025 increased 16 percent to $522.8 million from $452.1 million for the nine months ended May 31, 2024, as irrigation revenues increased $50.9 million and infrastructure revenues increased $19.8 million. The irrigation segment provided 84 percent of the Company’s revenue during the nine months ended May 31, 2025 as compared to 86 percent for the nine months ended May 31, 2024.

North America irrigation revenues for the nine months ended May 31, 2025 of $223.8 million decreased $16.7 million, or 7 percent, from $240.5 million for the nine months ended May 31, 2024. The decrease resulted primarily from lower unit sales volume, as well as a less favorable mix of shorter machines, and slightly lower average selling prices compared to the prior year period.

International irrigation revenues for the nine months ended May 31, 2025 of $215.2 million increased $67.6 million, or 46 percent, from $147.6 million for the nine months ended May 31, 2024. The majority of the increase resulted from revenues related to shipments for a large project in the MENA region, along with higher sales volumes in Brazil and other parts of South America. The current year period was also impacted by the unfavorable effects of foreign currency translation of approximately $9.4 million compared to the prior year period.

Infrastructure segment revenues for the nine months ended May 31, 2025 of $83.8 million increased $19.8 million, or 31 percent, from $64.1 million for the nine months ended May 31, 2024. The increase was primarily driven by a large Road Zipper System project, valued at over $20 million, that was delivered in the current year period, and slightly higher sales volumes of road safety products. These increases were partially offset by lower leasing revenue in the current year period.

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Gross Profit

Gross profit for the nine months ended May 31, 2025 of $166.1 million increased 14 percent from $145.4 million for the nine months ended May 31, 2024. The increase in gross profit resulted from higher revenues in irrigation and infrastructure. Gross margin was 31.8 percent of sales for the nine months ended May 31, 2025 compared with 32.2 percent of sales for the nine months ended May 31, 2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System sales. This favorable impact was partially offset by lower irrigation gross margin resulting primarily from a higher percentage of international project revenue that was dilutive to gross margin compared to the prior year period.

Operating Expenses

Operating expenses of $89.3 million for the nine months ended May 31, 2025 increased $7.0 million compared with $82.2 million for the nine months ended May 31, 2024. The increase was driven by higher sales commissions and incentive compensation expense, partially offset by lower salary and wage expense compared to the prior year period.

Other Income (Expense), net

The Company recorded other income of $4.2 million and $0.8 million for the nine months ended May 31, 2025 and 2024, respectively. The increase in the current year period was driven by favorable changes related to interest income and interest expense. The current year period also includes $0.2 million of foreign currency gains while the same prior year period includes $0.3 million of foreign currency losses.

Income Taxes

The Company recorded income tax expense of $17.7 million and $10.3 million for the nine months ended May 31, 2025 and 2024, respectively. The effective income tax rate was 21.9 percent and 16.2 percent for the nine months ended May 31, 2025 and 2024, respectively. The current year period effective tax rate reflects a higher proportion of earnings in low tax jurisdictions compared to the prior year period and includes a negligible impact of discrete items, while the prior year period effective rate includes discrete benefits totaling $6.1 million that did not repeat in the current year period.

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Liquidity and Capital Resources

The Company's cash, and cash equivalents, ~~and marketable securities~~ totaled $~~210~~199.86 million at ~~May~~November 3130, 2025 compared with $~~152~~250.76 million at ~~May~~August 31, ~~2024~~2025, and $~~190~~194.91 million at ~~August~~November 3130, 2024. The decrease during the three months ended November 30, 2025 resulted primarily from repurchases of common stock, increases in working capital, and capital expenditures. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. ~~The Company’s investments in marketable securities consist of investment grade corporate bonds and commercial paper.~~ In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, ~~investments in marketable securities,~~ projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $~~108~~105.58 million, $6294.91 million, and $8497.34 million as of ~~May~~November 3130, 2025, ~~May~~November 3130, 2024, and August 31, ~~2024~~2025, respectively. The Company does not consider its earnings in foreign subsidiaries to be permanently reinvested and accrues ~~and pay incremental~~ applicable taxes on the earnings ~~expected~~of toits beforeign ~~repatriated~~subsidiaries. The Company does not expect the repatriation of these funds, and any applicable taxes, to have a significant impact on the Company’s overall liquidity.

Net working capital was $~~397~~358.06 million at ~~May~~November 3130, 2025, as compared with $~~365~~372.03 million at ~~May~~November 3130, 2024 and $~~367~~389.42 million at August 31, ~~2024~~2025. Cash ~~provided~~used byin operating activities totaled $680.96 million during the ~~nine~~three months ended ~~May~~November 3130, 2025, compared to cash provided by operating activities of $4221.76 million during the ~~nine~~three months ended ~~May~~November 3130, 2024. The ~~current~~increase ~~year~~in ~~period~~working ~~included~~capital ~~higher net earnings~~ and adecrease ~~more~~in ~~favorable~~cash ~~impact~~generated offrom ~~changes~~operating inactivities ~~working~~was ~~capital~~driven ~~compared~~primarily toby ~~the~~increases ~~prior~~in ~~year~~receivables ~~period~~and inventories.

~~Cash~~- ~~flows~~20 used in investing activities totaled $48.4 million during the nine months ended May 31, 2025 compared to $32.4 million during the nine months ended May 31, 2024. The current year includes the purchase of a minority interest in Pessl Instruments for $5.8 million, while the prior year includes proceeds from maturities of marketable securities of $8.3 million. Purchases of property, plant, and equipment were $28.3 million, compared to $23.5 million in the same prior year period.-

~~Cash~~Table ~~flows used in financing activities totaled $14.4 million during the nine months ended May 31, 2025 compared to cash flows used in financing activities~~ of ~~$30.2 million during the nine months ended May 31, 2024. During the current year period, the Company repurchased $2.7 million of common stock compared to $17.9 million in the prior year period.~~ Contents

Cash flows used in investing activities totaled $15.6 million during the three months ended November 30, 2025 compared to $8.8 million during the three months ended November 30, 2024. Purchases of property, plant, and equipment were $14.5 million in the current year, compared to $9.1 million in the prior year.

Cash flows used in financing activities totaled $35.4 million during the three months ended November 30, 2025 compared to cash flows used in financing activities of $5.3 million during the three months ended November 30, 2024. The current year included $30.3 million of share repurchases, while the amount of share repurchases in the prior year was not significant.

Capital Allocation Plan

The Company’s capital allocation plan is to continue investing in revenue and earnings growth, combined with a defined process for enhancing returns to stockholders. Under the Company’s capital allocation plan, the priorities for uses of cash include:

•

Investment in organic growth including capital expenditures and expansion of international markets,

•

~~Dividends~~Synergistic toacquisitions ~~stockholders,~~that ~~along~~provide ~~with~~attractive ~~expectations~~returns to ~~increase dividends over time~~stockholders,

•

~~Synergistic~~Dividends ~~acquisitions~~to ~~that~~stockholders, ~~provide~~along ~~attractive~~with ~~returns~~expectations to ~~stockholders~~increase dividends over time, and

•

Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.

Capital Expenditures

Capital expenditures for fiscal ~~2025~~2026 are expected to berange ~~between~~from $~~35.0~~50 million ~~and~~to $~~40.0~~55 million, including equipment replacement, productivity improvements, new product development, and commercial growth investments. The increase over recent levels of capital expenditures is primarily related to modernization and productivity improvements planned at certain manufacturing facilities. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

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Dividends

In the ~~third~~first quarter of fiscal ~~2025~~2026, the Company paid a quarterly cash dividend to stockholders of $0.3637 per common share, or $3.9 million, compared to a quarterly cash dividend of $0.3536 per common share, or $3.89 million, in the ~~third~~first quarter of fiscal ~~2024~~2025.

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~~could 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. ~~All~~ ~~purchases~~During ~~under~~the three months ended November 30, 2025, the ~~program~~Company ~~are~~repurchased ~~open~~$30.3 ~~market~~million ~~transactions~~of its common shares compared to an insignificant amount of repurchases in the prior year. The repurchases completed in the first quarter of fiscal 2026 fully depleted the previous $250.0 million share repurchase authorization.

~~During~~In ~~the~~November ~~three and nine months ended May 31,~~ 2025, the Company's ~~repurchased~~Board ~~approximately~~of 11Directors ~~thousand~~authorized ~~and~~a 23new ~~thousand~~share ~~shares,~~repurchase ~~respectively,~~program of ~~its~~up ~~common~~to ~~stock under the program for~~ $1150.20 million ~~and $2.7 million, respectively, inclusive~~ of ~~excise taxes. During both~~ the ~~three and nine months ended May 31, 2024, the~~ Company's ~~repurchased~~outstanding ~~approximately 154 thousand shares of its~~ common stock ~~under the program for $17~~.9 ~~million.~~ As of ~~May~~November 3130, 2025, the ~~repurchased~~amount ~~shares~~available ~~were~~under ~~held~~this asrepurchase ~~treasury~~program ~~stock~~remained ~~and~~at $38150.80 million ~~of the authorization remained available for future share repurchases~~.

Long-Term Borrowing Facilities

Senior Notes. The Company has outstanding $115.0 million in aggregate principal amount of Senior Notes, Series A (the “Senior Notes”). The entire principal of the Senior Notes is due and payable on February 19, 2030. Interest on the Senior Notes is payable semi-annually at a fixed annual rate of 3.82 percent. Borrowings under the Senior Notes are unsecured. The Company used the proceeds of the sale of the Senior Notes for general corporate purposes, including acquisitions and dividends.

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, ~~2026~~2030. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund potential future acquisitions. At ~~May~~November 3130, 2025 and 2024, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At May 31, 2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.70 percent at May 31, 2025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at May 31, 2025).

~~Borrowings~~- ~~under~~21 the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At May 31, 2025 and 2024, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.-

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by the amount of standby letters of credit issued by Wells Fargo then outstanding. At November 30, 2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.47 percent at November 30, 2025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at November 30, 2025).

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At November 30, 2025 and 2024, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.

Contractual Obligations and Commercial Commitments

There have been no material changes in the Company’s contractual obligations and commercial commitments as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025.

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the Company’s most recent Annual Report on Form 10-K. See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025.

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ITEM 4 – Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of ~~May~~November 3130, 2025.

Changes in Internal Control over Financial Reporting

The CEO and CFO determined that there has not been any significant change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – OTHER INFORMATION

ITEM 1 – Legal Proceedings

See the disclosure in Note 98 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

ITEM 1A – Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussions of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025.

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the three months ended ~~May~~November 3130, 2025:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased			Average Price Paid Per Share		~~Average~~Total ~~Price~~Number ~~Paid~~of ~~Per~~Shares ~~Share~~Purchased as Part of Publicly Announced Plans or Programs			Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)($ in thousands)	~~Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs~~			~~Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)($ in thousands)~~
March 1, 2025 to March 31, 2025		—			$		—				—	$		40,018
September 1, 2025 to September 30, 2025	87,910		$	138.28		87,910		$	17,856
April 1, 2025 to April 30, 2025		10,616			$		116.42				10,616	$		38,782
October 1, 2025 to October 31, 2025	143,977		$	124.14		143,977		$	—
May 1, 2025 to May 31, 2025		—			$		—				—	$		38,782
November 1, 2025 to November 30, 2025	—		$	—		—		$	150,000
Total	231,887	~~10,616~~	$	129.50	$	231,887	~~116.42~~	$	150,000		~~10,616~~	$		~~38,782~~
(1) On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of common stock through January 2, 2016. On July 22, 2015, the Company announced that its Board of Directors increased its outstanding share repurchase authorization by $100.0 million with no expiration. 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.
(1) The Company previously announced on January 3, 2014 that its Board of Directors authorized a share repurchase program of up to $250.0 million of common stock through January 2, 2016, and on July 22, 2015, the Company further announced that its Board of Directors increased its outstanding share repurchase authorization by $100.0 million with no expiration date (the “2014 Repurchase Program”). Under the 2014 Repurchase 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 (“Rule 10b5-1”). The repurchases completed in the first quarter of fiscal 2026 fully depleted the 2014 Repurchase Program and caused it to expire on October 31, 2025. On November 5, 2025, the Company announced that its Board of Directors authorized a new share repurchase program for the Company to repurchase up to $150.0 million of the Company's outstanding common stock (the “2025 Repurchase Program”). Under the 2025 Repurchase Program, shares may be repurchased from time to time in open market transactions at prevailing market prices and/or in privately negotiated transactions, as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1. The 2025 Repurchase Program does not have any expiration date.

ITEM 3 – Defaults Upon Senior Securities

None.

ITEM 4 – Mine Safety Disclosures

Not applicable.

ITEM 5 – Other Information

None.

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ITEM 6 – Exhibits

Exhibit
No.		Description
3.1		Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 14, 2006.
3.2		Amended and Restated By‑Laws of the Company, incorporated by reference to Exhibit 3.1 to the Company'’s Current Report on Form 8-K filed on August 22, 2023.
4.1		Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.
10.1		Employment Agreement, dated October 7, 2025, between the Company and Sam Hinrichsen, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 14, 2025. †
10.2*		Employment Agreement, dated November 6, 2025, between the Company and Brian J. Magnusson. †
10.3*		Separation Agreement and General Release, dated November 11, 2025, between the Company and Gustavo E. Oberto. †
10.4*		Lindsay Corporation Policy on Payment of Director Fees and Expenses. †
10.5*		Lindsay Corporation Management Incentive Plan (MIP) 2026 Plan Year. † **
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
101*		Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL").
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

† Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 6 of Part II of Form 10-Q.

* Filed herein.

-** 29Certain -confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

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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, thereunto duly authorized on this ~~26th~~8th day of ~~June~~January ~~2025~~2026.

LINDSAY CORPORATION By: /s/ ~~BRIAN~~SAMUEL LS. ~~KETCHAM~~HINRICHSEN Name: ~~Brian~~Samuel LS. ~~Ketcham~~Hinrichsen Title: Senior Vice President and Chief Financial Officer (on behalf of the registrant and as principal financial officer)

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