☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2026
OR
☐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 March 31, 2026, 10,395,655 shares of the registrant’s common stock were outstanding.
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, 2025.
In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year. The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.
Recent Accounting Guidance Not Yet Adopted
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. The Company will adopt this guidance on a prospective basis as part of its fiscal 2026 Annual Report on Form 10-K and does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The Company will adopt this ASU as part of its fiscal 2028 Annual Report on Form 10-K and does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.
Note 2 – Revenue Recognition
Disaggregation of Revenue
A breakout by segment of revenue recognized over time versus at a point in time for the three and six months ended February 28, 2026 and 2025 is as follows:
Further disaggregation of revenue is disclosed in Note 13 – Business Segments.
For contracts with an initial length longer than 12 months, the unsatisfied performance obligations were $54.1million at February 28, 2026, almost all of which is expected to be satisfied within the next 12 months.
Contract Balances
Contract assets arise when recorded revenue for a contract exceeds the amounts billed under the terms of such contract. Contract liabilities arise when billed amounts exceed revenue recorded. Amounts are billable to customers upon various measures of performance, including achievement of certain milestones and satisfaction of specified units of completion under the contract. At February 28, 2026, February 28, 2025, and August 31, 2025, contract assets amounted to $2.0 million, $2.1 million, and $1.1 million, respectively. These amounts are included within other current assets on the condensed consolidated balance sheets.
Contract liabilities include advance payments from customers and billings in excess of delivery of performance obligations. At February 28, 2026, February 28, 2025, and August 31, 2025, contract liabilities amounted to $28.6million, $24.4 million, and $14.2million, respectively. Contract liabilities are included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. During the Company’s six months ended February 28, 2026 and 2025, the Company recognized $7.8million and $13.7 million of revenue that was included in the liabilities as of August 31, 2025 and 2024, respectively. The revenue recognized was due to applying advance payments received for the performance obligations completed during the quarter.
Note 3 – Net Earnings per Share
Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is calculated on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock unit awards and other dilutive securities.
The following table shows the computation of basic and diluted net earnings per share for the three and six months ended February 28, 2026 and 2025:
Three months ended
Six months ended
($ and shares in thousands, except per share amounts)
February 28, 2026
February 28, 2025
February 28, 2026
February 28, 2025
Numerator:
Net earnings
$
12,045
$
26,576
$
28,569
$
43,739
Denominator:
Weighted average shares outstanding
10,449
10,863
10,561
10,858
Diluted effect of stock awards
37
46
32
48
Weighted average shares outstanding assuming dilution
10,486
10,909
10,593
10,906
Basic net earnings per share
$
1.15
$
2.45
$
2.71
$
4.03
Diluted net earnings per share
$
1.15
$
2.44
$
2.70
$
4.01
Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The number of securities excluded from the computation of earnings per share because their effect would have been anti-dilutive was not significant for the three and six months ended February 28, 2026 and 2025.
Note 4 – Income Taxes
The Company recorded income tax expense of $3.5 million and $6.6 million for the three months ended February 28, 2026 and 2025, respectively, and recorded income tax expense of $8.9 million and $11.5 million for the six months ended February 28, 2026 and 2025, respectively.
It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. The estimated annual effective income tax rate was 21.9 percent and20.9percent for the six months ended February 28, 2026
and 2025, respectively. The increase in the estimated annual effective income tax rate relates primarily to withholding taxes associated with cash repatriation.
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 amounted to $0.2 million and $0.7 million during the three and six months ended February 28, 2026, respectively, and was negligible during both the three and six months ended February 28, 2025.
Note 5 – Inventories
Inventories consisted of the following as of February 28, 2026, February 28, 2025, and August 31, 2025:
($ in thousands)
February 28, 2026
February 28, 2025
August 31, 2025
Raw materials and supplies
$
71,556
$
86,621
$
70,510
Work in process
12,421
11,581
7,186
Finished goods and purchased parts, net
82,196
78,193
78,631
Total inventory value before LIFO adjustment
166,173
176,395
156,327
Less adjustment to LIFO value
(21,592
)
(21,790
)
(19,468
)
Inventories, net
$
144,581
$
154,605
$
136,859
Of the $144.6 million, $154.6 million, and $136.9 million of net inventories at February 28, 2026, February 28, 2025, and August 31, 2025, respectively, $35.8 million, $41.3 million, and $35.0 million, respectively, was valued on the last-in, first-out ("LIFO") basis, and $108.8 million, $113.3 million, and $101.9 million, respectively, was valued on the first-in, first-out ("FIFO") or average cost methods.
Note 6 – Long-Term Debt
The following table sets forth the outstanding principal balances of the Company’s long-term debt as of the dates shown:
($ in thousands)
February 28, 2026
February 28, 2025
August 31, 2025
Series A Senior Notes
$
115,000
$
115,000
$
115,000
Elecsys Series 2006A Bonds
148
377
263
Total debt
115,148
115,377
115,263
Less current portion
(148
)
(231
)
(233
)
Less unamortized debt issuance costs
(196
)
(243
)
(220
)
Total long-term debt
$
114,804
$
114,903
$
114,810
Principal payments on the debt are due as follows:
Due within
$ in thousands
1 year
$
148
Thereafter
115,000
Total debt
$
115,148
Note 7 – Fair Value Measurements
The following table presents the Company’s financial assets and liabilities measured at fair value, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of February 28, 2026, February 28, 2025, and August 31, 2025. There were no transfers between any levels for the periods presented.
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 on the condensed consolidated balance sheets and the fair value of these contracts is recorded within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. The fair value of these contracts as of February 28, 2026 is included in the table above as derivative liabilities. Translation gains and losses are recorded within other comprehensive income related to the Company's net investment hedges. For the three months ended February 28, 2026 and 2025, translation losses were $2.7 million and translation gains were $2.6 million, respectively. For the six months ended February 28, 2026 and 2025, translation losses were $1.4 million and translation gains were $4.6 million, respectively.
At February 28, 2026, the Company had an outstanding foreign currency forward contract to sell a notional amount of 92.1 million South African rand at fixed prices to settle during the next fiscal quarter. The Company’s foreign currency forward contracts do not qualify as hedges 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 six months ended February 28, 2026 or 2025.
Note 8 – Commitments and Contingencies
In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings. The Company has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any such currently-pending proceedings are either covered by insurance or would not have a material effect on the business or its condensed consolidated financial statements if decided in a manner that is unfavorable to the Company. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.
Infrastructure Products Litigation
The Company is currently defending a number of product liability lawsuits arising out of vehicle collisions with highway barriers incorporating the Company’s X-Lite® end terminal. Despite the September 2018 reversal of a sizable judgment against a competitor and the October 2023 dismissal of the FCA Lawsuit (as defined below), the 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 condensed consolidated financial statements. While it is reasonably possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in these lawsuits and does not expect that these lawsuits will have a material adverse effect on its business or its condensed consolidated financial statements.
Environmental Remediation
In previous years, the Company committed to a plan to remediate environmental contamination of the groundwater at and adjacent to its Lindsay, Nebraska facility (the “site”). The current estimated aggregate accrued cost of $10.6 million is based on consideration of remediation options which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company submitted a revised remedial alternatives evaluation report to the U.S. Environmental Protection Agency (“EPA”) and the Nebraska Department of Environment and Energy (the “NDEE”) in August 2020 to review remediation alternatives and proposed plans for the site. While the proposed remediation plan is preliminary and has not been approved by the EPA or the NDEE, they approved an in situ thermal remediation pilot study that was conducted by the Company at a specific location on the site. The Company completed the pilot program in the fourth quarter of fiscal 2023. A final report was submitted to the EPA and NDEE 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 February 28, 2026, $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 $9.1 million on an undiscounted basis at February 28, 2026.
The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. While the plan has not been formally approved by the EPA, the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site; however, the estimate of costs and their timing could change as a result of a number of factors, including but not limited to (1) EPA input on the proposed remediation plan and any changes which the EPA may subsequently require, (2) refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may be available in the future, and (4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred by the Company in connection with the remediation of contamination of its Lindsay, Nebraska site could exceed the amounts accrued for this expense at this time. While any revisions could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.
The following table summarizes the environmental remediation liability classifications included in the condensed consolidated balance sheets as of February 28, 2026, February 28, 2025, and August 31, 2025:
($ in thousands)
February 28, 2026
February 28, 2025
August 31, 2025
Other current liabilities
$
509
$
509
$
509
Other noncurrent liabilities
10,123
10,123
10,123
Total environmental remediation liabilities
$
10,632
$
10,632
$
10,632
Note 9 – Warranties
The following table provides the changes in the Company’s product warranties:
Three months ended
Six months ended
($ in thousands)
February 28, 2026
February 28, 2025
February 28, 2026
February 28, 2025
Product warranty accrual balance, beginning of period
$
13,613
$
13,461
$
14,158
$
14,180
Liabilities accrued for warranties during the period
2,471
3,204
3,564
4,482
Warranty claims paid during the period
(1,595
)
(2,666
)
(3,233
)
(4,663
)
Product warranty accrual balance, end of period
$
14,489
$
13,999
$
14,489
$
13,999
Note 10 – 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 $1.7 million and $2.1 million for the three months ended February 28, 2026 and 2025, respectively, and $3.3 million and $4.1 million for the six months ended February 28, 2026 and 2025, respectively.
The Company’s Board of Directors previously authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The repurchases completed in the first quarter of fiscal 2026 fully depleted this previous share repurchase authorization, and in November 2025, the Company's Board of Directors authorized a new share repurchase program of up to $150.0 million of the Company's outstanding common stock. The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.
During the three and six months ended February 28, 2026, the Company repurchased approximately 207 thousand and 439 thousand shares, respectively, of its common stock under Board-approved share repurchase programs in open market transactions for $25.2million and $55.5 million, respectively, inclusive of excise taxes. There were 12 thousand shares repurchased during the three and six months ended February 28, 2025 for $1.4 million, inclusive of excise taxes. As of February 28, 2026, the repurchased shares were held as treasury stock and $125.0 million of the authorization remained available for future share repurchases.
Note 13 – Business Segments
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM utilizes operating income to guide resource allocation across reportable segments as part of the Company’s strategic and annual planning efforts, and to assess segment performance by comparing planned results to actual outcomes. The CODM manages the Company's business activities 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 IoT 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.
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, 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, 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, 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 six months ended February 28, 2026.
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 February 28, 2026 were $157.7 million, a decrease of 16 percent compared to $187.1 million for the three months ended February 28, 2025. Irrigation segment revenues for the three months ended February 28, 2026 decreased 5 percent to $141.2 million, while infrastructure segment revenues decreased 58 percent to $16.5 million. Net earnings for the three months ended February 28, 2026 were $12.0 million, or $1.15 per diluted share, compared to net earnings of $26.6 million, or $2.44 per diluted share, for the three months ended February 28, 2025. Operating income was lower than the prior year primarily due to lower revenues in both segments. This decrease in operating income was partially offset by higher other income compared to the prior year, while the effective income tax rate was higher than the prior year.
The primary 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:
Agricultural commodity prices – As of February 2026, U.S. corn prices have decreased approximately 10 percent and U.S. soybean prices have increased approximately 11 percent from price levels prevailing in February 2025. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production and the level of China's demand for agricultural imports.
•
Net farm income – As of February 2026, the U.S. Department of Agriculture (the “USDA”) forecast for 2026 U.S. net farm income was projected to be $153.4 billion, a decrease of 1 percent from the USDA's estimated 2025 U.S. net farm income of $154.5 billion. This projected decrease is largely driven by an expected decrease in cash receipts of 3 percent and is partially offset by an anticipated increase in government payments.
•
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 – A number of governmental laws, regulations and policies can affect the Company’s business, including the following:
•
In 2025, new tariffs were imposed in the U.S. on imports from Canada, Mexico, China and other countries on certain materials involved in the Company's production of goods. In response to these tariffs, the Company implemented a comprehensive action plan that included supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the tariffs has resulted in a marginal increase to the Company's cost of goods, which has been passed through to the market through 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 February 20, 2026, the United States Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act. The Company is currently evaluating the impact of this decision on its business, as the ultimate timing and amount of any potential refunds is still uncertain and subject to further legal and regulatory developments.
•
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 starting in the first calendar quarter of 2026 and continuing throughout the early part of 2026. While helpful to overall farm income, these payments are not expected to result in a meaningful increase in demand for irrigation equipment.
•
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted in the U.S. permanently extending many of the expiring provisions of the Tax Cuts and Jobs Act of 2017. In particular, the OBBBA restores Section 168 bonus depreciation, which is intended to encourage equipment purchases by allowing 100 percent of the cost of the equipment to be treated as an income tax deduction in the year of purchase rather than being amortized over its useful life. This new legislation has multiple effective dates, with certain provisions becoming effective in 2025 and others implemented through 2027. The enactment of the OBBBA did not have a significant impact on the Company's estimated annual effective income tax rate in fiscal 2026.
•
The Agriculture Improvement Act of 2018 (the “Farm Bill”) was signed into law in December 2018 and provides a degree of certainty to growers, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems. The Farm Bill expired on September 30, 2025, however the OBBBA extended key commodity support programs under the Farm Bill and is projected to increase agricultural-focused spending by approximately $65.6 billion over the next decade (fiscal 2025 through fiscal 2034). Of that total, $59.0 billion is directed toward core farm safety net enhancements. In addition, on November 12, 2025, legislation was adopted that included a one-year extension of the remaining provisions of the Farm Bill that were not included in the 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 (“EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard (RFS). 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.
•
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.
While the USDA's forecasted 2026 total net farm income is comparable to the expected 2025 results, forecasted cash receipts in 2026 are expected to be lower than 2025 and only partially offset by government payments. 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 have 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. While deliveries in the Middle East and North Africa (MENA) region have not yet been significantly delayed or impacted by the current Iran conflict in the Middle East, the Company continues to monitor the implications on its business and acknowledges that expected project timing in the region could change as the conflict evolves. Additionally, the broader economic impact of the conflict on the Company’s supply chain and customers is uncertain as freight and other input costs have increased in the short-term.
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 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 Company began recognizing revenue on the project, valued at more than $80 million in revenue, 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 are scheduled to run through September 2026.
The backlog of unshipped orders at February 28, 2026 was $151.8 million compared with $127.0 million at February 28, 2025. Included in these backlogs are amounts of $19.2 million and $11.9 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The backlog in irrigation increased as a result of the large irrigation project in the MENA region, while the backlog in infrastructure decreased compared to the prior year. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.
For the Three Months ended February 28, 2026 compared to the Three Months ended February 28, 2025
The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the three months ended February 28, 2026 and 2025.It should be read together with the business segments information in Note 13 to the condensed consolidated financial statements:
Three months ended
($ in thousands)
February 28, 2026
February 28, 2025
Percent Change
Consolidated
Operating revenues
$
157,715
$
187,064
(16%)
Gross profit
$
42,349
$
62,488
(32%)
Gross margin
26.9
%
33.4
%
Operating expenses (1)
$
29,335
$
30,364
(3%)
Operating income
$
13,014
$
32,124
(59%)
Operating margin
8.3
%
17.2
%
Total other income
$
2,553
$
1,090
134%
Income tax expense
$
3,522
$
6,638
(47%)
Effective income tax rate
22.6
%
20.0
%
Net earnings
$
12,045
$
26,576
(55%)
Irrigation Segment
Operating revenues
$
141,238
$
148,139
(5%)
Gross profit
$
36,647
$
44,334
(17%)
Gross margin
25.9
%
29.9
%
Operating expenses
$
17,168
$
16,957
1%
Operating income
$
19,479
$
27,377
(29%)
Operating margin
13.8
%
18.5
%
Infrastructure Segment
Operating revenues
$
16,477
$
38,925
(58%)
Gross profit
$
5,702
$
18,154
(69%)
Gross margin
34.6
%
46.6
%
Operating expenses
$
4,537
$
4,897
(7%)
Operating income
$
1,165
$
13,257
(91%)
Operating margin
7.1
%
34.1
%
(1)
Includes $7.6 million and $8.5 million of corporate operating expenses for the three months ended February 28, 2026 and 2025, respectively.
Revenues
Operating revenues for the three months ended February 28, 2026 decreased 16 percent to $157.7 million from $187.1 million for the three months ended February 28, 2025, as irrigation revenues decreased $6.9 million and infrastructure revenues decreased $22.4 million compared to the prior year period. The irrigation segment provided 90% percent of the Company’s revenue during the three months ended February 28, 2026 as compared to 79% percent for the three months ended February 28, 2025.
North America irrigation revenues for the three months ended February 28, 2026 of $71.0 million decreased $6.1 million, or 8 percent, from $77.1 million for the three months ended February 28, 2025. The decrease resulted primarily from lower unit sales volume and was partially offset by slightly higher average selling prices compared to the prior year. Persistent weakness in commodity markets and tempered farmer sentiment continue to constrain demand for irrigation equipment in North America.
International irrigation revenues for the three months ended February 28, 2026 of $70.2 million decreased $0.8 million, or 1 percent, from $71.0 million for the three months ended February 28, 2025. The decrease resulted primarily from lower sales volumes in Brazil and lower project volumes in the MENA region. In Brazil, available credit and elevated interest rates continue to limit farmers' ability to invest in capital equipment. These decreases were partially offset by the favorable effects of foreign currency translation of approximately $4.0 million compared to the prior year period.
Infrastructure segment revenues for the three months ended February 28, 2026 of $16.5 million decreased $22.4 million, or 58 percent, from $38.9 million for the three months ended February 28, 2025. The decrease was primarily driven by lower Road Zipper System revenues as the prior year included a $20 million project that did not repeat. This decrease was partially offset by higher sales of road safety products in the current period.
Gross Profit
Gross profit for the three months ended February 28, 2026 of $42.3 million decreased 32 percent from $62.5 million for the three months ended February 28, 2025. The decrease in gross profit resulted from lower revenues in both irrigation and infrastructure. Gross margin was 26.9 percent of sales for the three months ended February 28, 2026 compared with 33.4 percent of sales for the three months ended February 28, 2025. Lower irrigation gross margin resulted from a higher proportion of international irrigation project revenue in the current period that was dilutive to gross margin, while infrastructure gross margin also decreased due to the $20 million project that did not repeat.
Operating Expenses
Operating expenses of $29.3 million for the three months ended February 28, 2026 decreased $1.1 million, or 3 percent, compared with $30.4 million for the three months ended February 28, 2025. The decrease in operating expenses was driven primarily by lower incentive compensation expense in the current period.
Other Income (Expense), net
The Company recorded other income of $2.6 million and $1.1 million for the three months ended February 28, 2026 and 2025, respectively. The increase was driven by higher net interest income and was partially offset by foreign currency transaction losses, compared to the prior period.
Income Taxes
The Company recorded income tax expense of $3.5 million and $6.6 million for the three months ended February 28, 2026 and 2025, respectively. The effective income tax rate was 22.6 percent and 20.0 percent for the three months ended February 28, 2026 and 2025, respectively. The estimated annual effective tax rate in the current year is higher than the prior year primarily due to withholding taxes associated with cash repatriation. The impact of discrete items in both the current and prior year was not significant.
For the Six Months ended February 28, 2026 compared to the Six Months ended February 28, 2025
The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the six months ended February 28, 2026 and 2025.It should be read together with the business segments information in Note 13 to the condensed consolidated financial statements:
Six months ended
($ in thousands)
February 28, 2026
February 28, 2025
Percent Change
Consolidated
Operating revenues
$
313,533
$
353,345
(11%)
Gross profit
$
92,451
$
112,454
(18%)
Gross margin
29.5
%
31.8
%
Operating expenses (1)
$
59,832
$
59,448
1%
Operating income
$
32,619
$
53,006
(38%)
Operating margin
10.4
%
15.0
%
Total other income
$
4,834
$
2,241
116%
Income tax expense
$
8,884
$
11,508
(23%)
Effective income tax rate
23.7
%
20.8
%
Net earnings
$
28,569
$
43,739
(35%)
Irrigation Segment
Operating revenues
$
274,675
$
295,226
(7%)
Gross profit
$
77,271
$
86,226
(10%)
Gross margin
28.1
%
29.2
%
Operating expenses
$
34,838
$
34,115
2%
Operating income
$
42,433
$
52,111
(19%)
Operating margin
15.4
%
17.7
%
Infrastructure Segment
Operating revenues
$
38,858
$
58,119
(33%)
Gross profit
$
15,180
$
26,228
(42%)
Gross margin
39.1
%
45.1
%
Operating expenses
$
9,521
$
8,847
8%
Operating income
$
5,659
$
17,381
(67%)
Operating margin
14.6
%
29.9
%
(1)
Includes $15.5 million and $16.5 million of corporate operating expenses for the six months ended February 28, 2026 and 2025, respectively.
Revenues
Operating revenues for the six months ended February 28, 2026 decreased 11 percent to $313.5 million from $353.3 million for the six months ended February 28, 2025, as irrigation revenues decreased $20.6 million and infrastructure revenues decreased $19.3 million. The irrigation segment provided 88% percent of the Company’s revenue during the six months ended February 28, 2026 as compared to 84% percent for the six months ended February 28, 2025.
North America irrigation revenues for the six months ended February 28, 2026 of $145.4 million decreased $9.5 million, or 6 percent, from $154.9 million for the six months ended February 28, 2025. The decrease resulted primarily from lower unit sales volume and was partially offset by slightly higher average selling prices compared to the prior year. Persistent weakness in commodity markets and tempered farmer sentiment continue to constrain demand for irrigation equipment in North America.
International irrigation revenues for the six months ended February 28, 2026 of $129.3 million decreased $11.0 million, or 8 percent, from $140.3 million for the six months ended February 28, 2025. The majority of the decrease resulted from revenues related to shipments for a large project in the MENA region, along with lower sales volumes in Brazil in the current year. The current year was also impacted by the favorable effects of foreign currency translation of approximately $5.5 million compared to the prior year.
Infrastructure segment revenues for the six months ended February 28, 2026 of $38.9 million decreased $19.3 million, or 33 percent, from $58.1 million for the six months ended February 28, 2025. The decrease was primarily driven by lower Road Zipper System revenues as the prior year included a $20 million project that did not repeat. This decrease was partially offset by higher sales of road safety products in the current year.
Gross Profit
Gross profit for the six months ended February 28, 2026 of $92.5 million decreased 18 percent from $112.5 million for the six months ended February 28, 2025. The decrease in gross profit was driven by lower revenues in both irrigation and infrastructure. Gross margin was 29.5 percent of sales for the six months ended February 28, 2026 compared with 31.8 percent of sales for the six months ended February 28, 2025. Lower irrigation gross margin resulted from a higher proportion of international irrigation project revenue in the current year that was dilutive to gross margin. Infrastructure gross margin also decreased due to the $20 million project that did not repeat, resulting in an unfavorable impact on gross margin.
Operating Expenses
Operating expenses of $59.8 million for the six months ended February 28, 2026 increased $0.4 million compared with $59.4 million for the six months ended February 28, 2025. Increases in selling and R&D expenses were partially offset by lower administrative expenses.
Other Income (Expense), net
The Company recorded other income of $4.8 million and $2.2 million for the six months ended February 28, 2026 and 2025, respectively. The increase in the current year period was driven by favorable changes related to interest income and interest expense and was partially offset by foreign currency losses of $1.5 million in the current year compared to foreign currency gains of $0.3 million in the prior year.
Income Taxes
The Company recorded income tax expense of $8.9 million and $11.5 million for the six months ended February 28, 2026 and 2025, respectively. The effective income tax rate was 23.7 percent and 20.8 percent for the six months ended February 28, 2026 and 2025, respectively. The estimated annual effective tax rate in the current year is higher than the prior year primarily due to withholding taxes associated with cash repatriation. The current year period effective tax rate includes an unfavorable discrete impact of $0.7 million, primarily related to share-based compensation vesting, while the impact of discrete items in the prior year was not significant.
The Company's cash, cash equivalents, and marketable securities totaled $186.1 million at February 28, 2026 compared with $186.7 million at February 28, 2025 and $250.6 million at August 31, 2025. 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. 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 $115.4 million, $93.8 million, and $97.4 million as of February 28, 2026, February 28, 2025, and August 31, 2025, respectively. The Company does not consider earnings in foreign subsidiaries to be permanently reinvested and accrues applicable taxes on its foreign subsidiaries' earnings. 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 $333.9 million at February 28, 2026, as compared with $381.8 million at February 28, 2025 and $389.2 million at August 31, 2025. Cash provided by operating activities totaled $24.0 million during the six months ended February 28, 2026, compared to cash provided by operating activities of $33.9 million during the six months ended February 28, 2025. The current year period included lower net earnings and a more favorable impact of changes in working capital compared to the prior year period.
Cash flows used in investing activities totaled $28.7 million during the six months ended February 28, 2026 compared to $39.2 million during the six months ended February 28, 2025. Purchases of property, plant, and equipment were $27.5 million, compared to $18.9 million in the prior year. The prior year also includes purchases of marketable securities, the purchase of an equity method investment, and net proceeds related to net investment hedges, each of which did not repeat in the current year.
Cash flows used in financing activities totaled $63.4 million during the six months ended February 28, 2026 compared to cash flows used in financing activities of $9.8 million during the six months ended February 28, 2025. During the current year, the Company repurchased $55.5 million of common shares compared to $1.4 million in the prior year.
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,
•
Synergistic acquisitions that provide attractive returns to stockholders,
•
Dividends to stockholders, along with expectations to increase dividends over time, and
•
Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.
Capital Expenditures
Capital expenditures for fiscal 2026 are expected to range from $50 million to $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.
In the second quarter of fiscal 2026, the Company paid a quarterly cash dividend to stockholders of $0.37 per common share, or $3.8 million, compared to a quarterly cash dividend of $0.36 per common share, or $3.9 million, in the second quarter of fiscal 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 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. 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. During the three and six months ended February 28, 2026, the Company repurchased $25.2 million and $55.5 million of common shares, respectively, compared to $1.4 million for both the three and six months ended February 28, 2025. The share repurchases completed in the first quarter of fiscal 2026 depleted the previous $250.0 million share repurchase authorization. As of February 28, 2026, the amount available for repurchase under the current $150.0 million authorization amounted to $125.0 million.
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, 2030. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At February 28, 2026 and 2025, 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 February 28, 2026, 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 5.03 percent at February 28, 2026), 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 February 28, 2026).
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 February 28, 2026 and 2025, 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, 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, 2025.
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 February 28, 2026.
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.
See the disclosure in Note 8 – 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, 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 February 28, 2026:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased
Average Price Paid Per Share
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)
December 1, 2025 to December 31, 2025
133,146
$
119.17
133,146
$
134,134
January 1, 2026 to January 31, 2026
73,811
$
123.74
73,811
$
125,000
February 1, 2026 to February 28, 2026
—
$
—
—
$
125,000
Total
206,957
$
120.80
206,957
$
125,000
(1) 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.
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 2nd day of April 2026.
LINDSAY CORPORATION
By:
/s/ SAMUEL S. HINRICHSEN
Name:
Samuel S. Hinrichsen
Title:
Senior Vice President and Chief Financial Officer
(on behalf of the registrant and as principal financial officer)