TPICQ Files 8-K with Term Sheet and Pro Forma Financials

Rhea-AI Filing Summary

TPI Composites, Inc. filed a Form 8-K reporting the completion of an acquisition or disposition of assets under Item 2.01 and furnished related exhibits under Item 9.01. The filing references a Term Sheet incorporated from an exhibit to a Current Report filed September 4, 2025 and includes Pro Forma Condensed Consolidated Financial Statements as an exhibit. The company identifies its common stock as $0.01 par value trading under the symbol TPICQ on OTC Pink. The report is signed by William E. Siwek, President and Chief Executive Officer with a signature date of September 16, 2025.

Positive

• Transaction completion disclosed under Item 2.01, signaling the deal has closed
• Pro Forma Condensed Consolidated Financial Statements were provided as an exhibit to show post-transaction effects
• Term Sheet is incorporated by reference from the company’s prior Current Report, linking the transaction terms to earlier disclosure

Negative

• Filing text lacks quantitative details—no financial figures or pro forma adjustments are included in the body of this 8-K
• Trading venue noted as OTC Pink, which may indicate limited market liquidity compared with major exchanges

Insights

Corporate Transactions Analyst

Transaction closed; pro forma financials provided for investor context.

The Form 8-K confirms the completion of an asset acquisition or disposition, which is material enough to trigger Item 2.01 disclosure. Including a referenced Term Sheet and Pro Forma Condensed Consolidated Financial Statements suggests the company is presenting post-transaction financial positioning for stakeholders.

This matters because pro forma statements allow investors to see the combined or adjusted financials as if the transaction had occurred, but the filing here does not include detailed tables within the body of this short report; investors must review the attached exhibits for specifics.

Accounting & Disclosure Specialist

Disclosure scope is narrow; exhibits contain the substantive detail.

The 8-K cites the Term Sheet (from a prior Current Report) and supplies pro forma condensed consolidated statements as an exhibit, indicating required accounting disclosure steps were taken. However, the filing text on its own lacks numerical pro forma adjustments, acquired asset values, or financing terms.

As a result, the material accounting effects (asset values, goodwill, or financing impact) are present only in the exhibits; reviewers should consult those exhibits to evaluate dilution, balance sheet changes, or debt assumptions.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2025

____________________________

TPI Composites, Inc.
(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-37839	20-1590775
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9200 E. Pima Center Parkway, Suite 250

Scottsdale, Arizona 85258

(Address of principal executive offices, including zip code)

(480) 305-8910

(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		TPICQ		OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on September 3, 2025, certain of TPI Composites, Inc.’s (the “Company”) direct and indirect subsidiaries entered into a binding term sheet (the “Term Sheet”) and related documents with XCS Composites L.L.C-FZ (“Purchaser”). On September 10, 2025, in accordance with the Term Sheet, following the satisfactory completion of the closing conditions, including the approval of the U.S. Bankruptcy Court for the Southern District of Texas, TPI Holdings Switzerland GmbH (“Seller”) consummated the sale and transfer to the Purchaser of the Seller’s ownership interests in two of the Company’s subsidiaries, TPI Kompozit Kanat Sanayi ve Ticaret Anonim Şirketi and TPI Kompozit Kanat 2 Üretim Sanayi ve Ticaret Limited Şirketi (together, “TPI Türkiye”). The transaction involved the sale and transfer of the assets and operations of two wind blade manufacturing facilities and a field service inspection and repair business in Izmir, Türkiye on an “as-is” basis, including the assumption of the entire liabilities and debt position of TPI Türkiye (the “Transaction”). TPI Türkiye comprised the majority of the Company’s EMEA segment. Approximately 2,700 Turkish employees were employed by the subsidiaries that were sold and transferred as part of the Transaction.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the six-month period ended June 30, 2025, and for the years ended December 31, 2024 and 2023, giving effect to the Transaction, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

Exhibit No.		Description
10.1		Term Sheet (incorporated by reference herein from Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the SEC on September 4, 2025)
99.1		TPI Composites, Inc. Pro Forma Condensed Consolidated Financial Statements
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

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 hereunto duly authorized.

	TPI Composites, Inc.
Date: September 16, 2025	By:	/s/ William E. Siwek
		William E. Siwek
		President and Chief Executive Officer

FAQ

What did TPI Composites (TPICQ) disclose in the September 2025 Form 8-K?

The company disclosed the completion of an acquisition or disposition of assets and furnished a Term Sheet and Pro Forma Condensed Consolidated Financial Statements as exhibits.

Where can I find the financial impact of the transaction for TPICQ?

The filing states that Pro Forma Condensed Consolidated Financial Statements are included as an exhibit; those exhibits contain the transaction’s quantitative effects.

Who signed the Form 8-K for TPI Composites?

The report is signed by William E. Siwek, President and Chief Executive Officer, with a signature date of September 16, 2025.

Is the Term Sheet in this 8-K new or referenced from a prior filing?

The Term Sheet is incorporated by reference from Exhibit 10.1 to the company’s Current Report filed on September 4, 2025.

What exchange or trading venue is TPICQ listed on as stated in the filing?

The filing identifies the company’s common stock as trading under the symbol TPICQ on OTC Pink.