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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 |
