Titan International Signs Definitive Agreement to Sell ITM Business to USCO S.p.A.

Titan agrees to sell its ITM undercarriage business to USCO, potentially realizing about $285 million in cash and refocusing on core wheel and tire operations.

Rhea-AI Summary

Titan International (TWI) signed a definitive agreement to sell its Italtractor ITM undercarriage business to USCO S.p.A. for cash consideration tied to closing and performance.

Titan will receive an initial purchase price of $207 million, plus up to $6 million in earnout based on ITM’s 2026 performance. Closing adjustments linked to ITM’s net asset and financial position are currently expected to add about $23 million. Titan has received or expects to receive $49 million in ITM dividends, including $38 million previously and $11 million before closing. In total, the transaction is expected to generate up to approximately $285 million in cash value for Titan, including the potential earnout.

The company plans to sharpen its focus on core global wheel and tire operations, use part of the proceeds to reduce debt, and pursue future growth investments and acquisitions. Closing is targeted for early January 2027, subject to customary conditions and required regulatory approvals.

Positive

• Initial cash proceeds of $207 million from ITM sale, plus up to $6 million earnout
• Expected $23 million additional cash from closing adjustments tied to ITM’s net assets
• ITM dividends total $49 million, including $38 million already received and $11 million expected pre-closing
• Aggregate transaction value expected to reach up to $285 million in cash for Titan
• Company intends to use a portion of proceeds to reduce existing debt
• Proceeds expected to fund growth investments, acquisitions and partnerships in core wheel and tire operations

Negative

• Transaction not expected to close until early January 2027, and remains subject to customary regulatory approvals and closing conditions

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Details

Market Reaction – TWI

$6.97 $7.49 Day Range

$481.49M Market Cap

Following this news, TWI has gained 6.57%, reflecting a notable positive market reaction. Our momentum scanner has triggered 6 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $7.46. Trading volume is above average at 1.5x the average, suggesting increased trading activity.

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Market Context

At June 30, 2026, Titan reported net debt of $413.5 million, directly relevant to the announced plan...

Analysis

At June 30, 2026, Titan reported net debt of $413.5 million, directly relevant to the announced plan to use transaction proceeds to reduce debt. TWI's pre-headline close was $7 after a 2.1% decline.

Key Figures

Initial purchase price: $207 million Potential earnout: $6 million Closing adjustments: $23 million +3 more

Initial purchase price

$207 million

ITM business sale agreement

Potential earnout

$6 million

Based on ITM's 2026 performance criteria

Closing adjustments

$23 million

Expected additional cash value from specified net asset and financial position adjustments

ITM dividends

$49 million

Received or expected before closing

Total cash value

$285 million

Up to total cash value including the potential earnout

Expected closing

Early January 2027

Subject to required regulatory approvals and customary closing conditions

Key Terms

earnout, net asset, accretive

3 terms

earnout financial

"plus the opportunity to receive an additional $6 million in earnout proceeds"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

net asset financial

"adjustments based on ITM's specified net asset and financial position"

Net asset is the value that remains after subtracting all liabilities from all assets — in other words, everything a company or fund owns minus what it owes. Like the money left in your bank account after paying bills, net assets represent the residual claim available to shareholders or investors and are used to assess financial strength and to calculate per-share or per-unit values.

accretive financial

"future periods, the Company also expects to deploy capital toward key growth investments, including accretive acquisitions"

"Accretive" describes a situation where a financial action, such as a purchase or investment, increases the value or earnings of a company. For investors, it signals that the move is likely to boost profitability and overall worth, much like adding a beneficial ingredient to a recipe that enhances the final taste. An accretive decision is generally seen as positive because it contributes to growth and financial health.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Transaction expected to generate up to approximately $285 million in total cash value

WEST CHICAGO, Ill., Sept. 21, 2026 /PRNewswire/ -- Titan International, Inc. (NYSE: TWI) ("Titan" or the "Company"), a leading global manufacturer of off-highway wheels, tires and undercarriage products, today announced that it has entered into a definitive agreement to sell its Italtractor ITM undercarriage business ("ITM") to USCO S.p.A. ("USCO").

Under the terms of the agreement, Titan will receive an initial purchase price of $207 million, plus the opportunity to receive an additional $6 million in earnout proceeds based on ITM's achievement of specified performance criteria for 2026. The transaction is also subject to customary adjustments based on ITM's specified net asset and financial position at closing, which Titan currently expects will provide approximately $23 million of additional cash value. In connection with the transaction, Titan has received or expects to receive $49 million in dividends from ITM, consisting of $38 million received in recent years and $11 million expected prior to closing. Taken together, these amounts are expected to provide Titan with up to approximately $285 million in total cash value, including the potential earnout.

For Titan, the transaction will allow the Company to sharpen its strategic focus on its core global wheel and tire operations serving the agricultural, construction and consumer markets. It will also significantly strengthen Titan's financial position and provide greater flexibility to invest behind the Company's highest-priority growth opportunities.

"It has been approximately ten (10) years since I left the President/CEO position to Paul Reitz and forty-three (43) years since Titan started with no employees and no sales. So, you might say I have seen a lot. The potential sale of ITM was first discussed with Titan's Board of Directors over ten (10) years when Titan was approached with an offer of less than $100 million. The deal Paul and his team completed has required a lot of patience and I know I could not have gotten this deal done because I do not have that level of patience. This deal is good for Titan and good for USCO. TWI received a fair price, and USCO will now have a strong track manufacturing business with a good brand and great people.

Looking back a decade ago, the primary task for me was finding my replacement. Well, there is no doubt I chose the right man! Paul has led this team for over ten (10) years and done an excellent job. The last ten (10) years have been tough, but as President Trump said we are going into the Golden Age. India has been flooding our country with offroad tires and wheels using unfair practices as we have proven with the International Trade Commission. President Trump is focused on bringing back manufacturing to the USA, but it's a difficult situation in our industry that requires people understanding real manufacturing of converting raw materials into finished products. I feel that the White House sometimes loses its way with financial people having too much of a say and not enough people that understand real manufacturing.

Our Board of Directors feels there are good opportunities out there to utilize the sale proceeds to explore the purchase of other businesses. TWI has a very bright future because of the depth of our product portfolio and manufacturing footprint. Titan is the world leader in both wheels and tires in the farm industry and let's not forget the decades of investment we have made with technical engineering and tooling into the large Ag wheels and tires that we produce. Our innovation pipeline of new products has been strong in recent years for farm, industrial and consumer products, and we have been achieving this at competitive cost levels for our customers at the same time.

I am inflating my own ego, because of what Paul and his team pulled off with this transaction and how good I feel that Titan is entering the Golden Age of manufacturing. Paul has also put a group in TWI to make a push into Defense business. Which could be very large for Titan in the next few years. I am betting most of you reading this did not know that TWI made the first aluminum wheels for auto/pickup in the early 90's. Today 100% of vehicle/passenger wheels are made in China, India and Japan. That means all cars and pickups could be stopped without wheels in USA! 80 million wheels each year are imported. That is $8 Billion dollars each year in income. Yes, I believe the Golden years are ahead, and TWI has proven leadership in Paul Reitz and his team. As the Pointer Sisters song goes 'I'm so excited' – that's me an old man.

The last acquisition that Titan made was the Carlstar Group Wheels & Tires. So far, it has proven to be a really good deal. I should also mention that over the last few years, TWI has bought back over $100 million shares of TWI Common Stock with its cash flow. Paul's team has done an excellent job. I hope the Golden Age of Manufacturing comes to the USA for TWI has the capacity to easily double production in wheels and tires. There are very few in this world that could make that statement. Thank you for taking the time to read this note.

In conclusion, I want to thank Cecilia La Manna for her invaluable service and many contributions to ITM and Titan. I've known Cecilia for nearly 30 years, and I've watched her grow into an incredible global business leader. Her determination and commitment is a significant reason why ITM is the business that it is today. USCO is getting much more than a good business and plants, they are getting a strong management team. Cecilia and her team will continue to do great things for USCO and lead them well into a prosperous future.

If you are ever in Illinois – Quincy or Freeport; Tennessee - Union City or Clinton; Bryan, Ohio, Sao Paulo, Brazil, Kidderminster, UK; Meizhou, China and Finale Emilia (list locations), I invite you as a Shareholder to stop in and see how our products are made.

— Maurice M. Taylor, Jr., Chairman of Titan's Board of Directors

"This transaction is an important step forward in Titan's transformation. We have worked hard to reach an agreement that delivers strong value for Titan and provides ITM with an owner that understands the undercarriage business and is committed to its future. The transaction will allow Titan to focus our people, capital and resources on our core global wheel and tire operations while giving us the financial capacity to pursue accretive growth opportunities and reduce debt. This transaction helps Titan to reshape its portfolio, accelerate strategic investments, pursue transformative acquisitions and partnerships, and create long-term value for our shareholders."

— Paul Reitz, President and Chief Executive Officer of Titan

The transaction represents an important strategic step for both organizations. As part of USCO, ITM will have the opportunity to build on its position as a global provider of undercarriage components and complete undercarriage solutions, with additional focus and resources to support long-term growth, customer service, product innovation and geographic expansion. ITM designs, manufactures and distributes undercarriage systems and components for construction, mining, forestry, road-building and agricultural applications through a global manufacturing and distribution network.

Titan currently intends to use a portion of the transaction proceeds to reduce existing debt and strengthen its balance sheet. In future periods, the Company also expects to deploy capital toward key growth investments, including accretive acquisitions and strategic partnerships that expand Titan's capabilities, strengthen its market positions and support the Company's long-term transformation.

The transaction is expected to close early in January 2027, subject to the satisfaction of customary closing conditions, including required regulatory approvals and other customary conditions. Until closing, ITM and Titan will continue to operate in the ordinary course of business. The parties anticipate completion shortly following receipt of all required regulatory approvals.

Titan and ITM were advised by the law firm Gianni & Origoni on legal matters and by Poggi & Associati on tax matters. USCO has been assisted by Eidos Partners as financial advisor, by the law firm Simmons+Simmons and by BDO and KPMG as due-diligence consultants

ITM is a global designer, manufacturer and service provider of undercarriage components and complete undercarriage solutions. The business serves original equipment and aftermarket customers across construction, mining, forestry, road-building, agricultural and other specialized applications through an international manufacturing, service and distribution network. ITM is also a pioneer in undercarriage sensor technology, including its TRUST ITM® monitoring solution.

About Titan International, Inc.

Titan International, Inc. (NYSE: TWI) is a leading global manufacturer and supplier of wheels, tires and undercarriage products for a wide variety of off-the-road equipment. Titan serves aftermarket dealers and original equipment manufacturers across the agricultural, earthmoving, mining, construction and consumer sectors.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the expected closing of the transaction, the anticipated purchase-price adjustments and earnout payment, the total value expected to be realized by Titan, the intended use of proceeds, debt reduction, potential acquisitions and partnerships, future investments, and the expected benefits of the transaction to Titan and ITM. These statements are based on Titan's current expectations and are subject to risks and uncertainties that could cause actual outcomes to differ materially.

These risks and uncertainties include, among others, the ability to obtain required regulatory approvals and satisfy other closing conditions; the timing or failure of the transaction to close; changes in ITM's net financial or asset position; ITM's ability to achieve the performance criteria associated with the earnout; foreign-exchange-rate fluctuations; Titan's ability to reduce debt or identify and complete attractive acquisitions, partnerships or investments; and other risks described in Titan's filings with the Securities and Exchange Commission. Titan undertakes no obligation to update any forward-looking statement except as required by law.

Exchange-rate note: U.S. dollar amounts are approximate and were translated using an exchange rate of €1.00 to $1.148 as of September 18, 2026.

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SOURCE Titan International, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is the expected cash value of up to approximately $285 million from the ITM sale to USCO composed?

The expected cash value combines several elements: an initial purchase price of $207 million; a potential $6 million earnout tied to ITM’s achievement of specified 2026 performance criteria; approximately $23 million of additional cash value anticipated from customary closing adjustments based on ITM’s net asset and financial position; and $49 million of ITM dividends, of which $38 million have been received in recent years and $11 million are expected before closing.

When is the sale of ITM to USCO expected to close, and what conditions must be met?

The transaction is expected to close early in January 2027. Completion is subject to the satisfaction of customary closing conditions, including required regulatory approvals and other customary conditions. Until closing, ITM and Titan are expected to continue operating in the ordinary course of business, and the parties anticipate completion shortly after all required regulatory approvals are received.

How does Titan plan to use the proceeds from the ITM divestiture?

Titan currently intends to use a portion of the proceeds to reduce existing debt and strengthen its balance sheet. In future periods, the company also expects to deploy capital toward key growth investments, including accretive acquisitions and strategic partnerships that expand Titan’s capabilities, strengthen its market positions and support its long-term transformation, with a focus on its core global wheel and tire operations.

What business does ITM conduct that is being sold to USCO?

ITM designs, manufactures and distributes undercarriage systems and components for construction, mining, forestry, road-building and agricultural applications, serving both original equipment and aftermarket customers through a global manufacturing, service and distribution network. ITM is also described as a pioneer in undercarriage sensor technology, including its TRUST ITM^® monitoring solution.