Issuer:

Titan Machinery Inc.

Symbol:

TITN

Common stock offered by the Issuer:

2,400,000 shares

Over-allotment option:

We have granted the underwriters an option to purchase up to an additional 360,000 shares of common stock within 30 days of the date of the prospectus supplement in order to cover over-allotments, if any.

Common stock to be outstanding after the offering:

20,321,864 shares. If the underwriters exercise their over-allotment option in full, we will issue an additional 360,000 shares, which will result in 20,681,864 shares outstanding. The number of shares of common stock outstanding immediately after the closing of this offering is based on 17,921,864 shares of common stock outstanding as of April 15, 2011 and excludes the shares referenced in the prospectus supplement.

Price to the public:

$28.75 per share

Underwriting discount:

$1.5094 per share

Net proceeds to us (after underwriting discounts and offering expenses):

$65,177,440

Capitalization:

The following table sets forth our consolidated capitalization as of January 31, 2011 on an actual basis and on an as adjusted basis to give effect to our sale of 2,400,000 shares of common stock at the public offering price of $28.75 per share, after deducting the underwriting discount and estimated offering expenses payable by us (assuming no exercise of the underwriters’ option to purchase an additional 360,000 shares of our common stock).

As of January 31, 2011

(dollars in thousands)

Actual

As Adjusted

Cash and cash equivalents

$

76,112

$

141,288

Stockholders’ equity:

Common stock, $0.00001 par value, 25,000 shares authorized, 17,917 issued and outstanding as of January 31, 2011, 20,317 as adjusted

$

—

$

—

Additional paid-in capital

140,466

205,642

Retained earnings

74,091

74,091

Total stockholders’ equity

$

214,557

$

279,733

Trade date:

May 6, 2011

Closing date:

May 11, 2011

Joint Book-Running Managers:

Craig-Hallum Capital Group LLC and Robert W. Baird & Co. Incorporated