TPI Composites to sell wind blade assets for $20M

TPI Composites, Inc. has agreed to sell key wind blade manufacturing and services assets while operating under chapter 11 bankruptcy protection.

Rhea-AI Filing Summary

TPI Composites, Inc. has agreed to sell key wind blade manufacturing and services assets while operating under chapter 11 bankruptcy protection. On March 6, 2026, the company and certain subsidiaries signed a Stock and Asset Purchase Agreement with ECP Blade Holdings LLC.

Under this agreement, TPI will transfer equity in specified subsidiaries and assets related to its wind blade manufacturing, storage, inspection, repair, and engineering operations in the United States, Mexico, and Europe (the “ECP Business”) to ECP Blade Holdings for $20,000,000 in cash, subject to purchase price adjustments, plus the buyer’s assumption of certain liabilities.

The transaction, pursued under section 363 of the Bankruptcy Code, requires several conditions, including approval by the bankruptcy court, achievement of agreed operational and production milestones, lien releases and consent from Oaktree Fund Administration, LLC or affiliates, and required governmental approvals. The agreement can be terminated by either party if the sale is not completed by June 30, 2026.

Insights

Distressed M&A and Restructuring Analyst

TPI moves to sell core wind blade assets for $20M during chapter 11.

TPI Composites, already in chapter 11, has entered a Stock and Asset Purchase Agreement to sell its wind blade manufacturing and related service operations (the ECP Business) to ECP Blade Holdings LLC for $20,000,000 in cash plus assumed liabilities.

The deal is structured as a section 363 sale, meaning it occurs under court supervision in the bankruptcy process. Closing depends on multiple conditions: a bankruptcy court approval order, specific operational and production milestones, required governmental approvals, and lien releases and consent from Oaktree Fund Administration, LLC or its affiliates.

The agreement includes an outside date of June 30, 2026, after which either side may terminate if the transaction has not closed. Actual impact on recoveries and ongoing operations will depend on satisfying these conditions and on any additional asset sales or financing arrangements described in future company reports.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What transaction did TPI Composites (TPICQ) announce with ECP Blade Holdings?

TPI Composites agreed to sell its wind blade manufacturing and related service assets (the ECP Business) to ECP Blade Holdings LLC. The deal transfers specified subsidiaries and operating assets under a Stock and Asset Purchase Agreement executed on March 6, 2026, within TPI’s chapter 11 process.

How much is ECP Blade Holdings paying TPI Composites (TPICQ) for the ECP Business?

ECP Blade Holdings LLC will pay TPI Composites cash consideration of $20,000,000, subject to purchase price adjustments. In addition, ECP Blade Holdings will assume certain liabilities associated with the transferred entities and assets, as detailed in the Stock and Asset Purchase Agreement attached as Exhibit 10.1.

Which TPI Composites (TPICQ) subsidiaries are being transferred in the ECP Transaction?

The agreement transfers equity interests in certain indirect subsidiaries, including TPI Composites, S. de R.L. de C.V., TPI Blade Services LATAM S.A. de C.V., and TPI Blade Services Europe S.L.U. These entities, along with related assets, comprise the ECP Business sold to ECP Blade Holdings LLC.

What conditions must be met before TPI Composites (TPICQ) can close the ECP Transaction?

Closing requires bankruptcy court approval of the transaction, achievement of agreed operational and production milestones, required governmental approvals, and consent plus lien releases from Oaktree Fund Administration, LLC or certain affiliates. These conditions must be satisfied before the sale to ECP Blade Holdings can be completed.

When can the ECP Purchase Agreement with TPI Composites (TPICQ) be terminated?

Either ECP Blade Holdings LLC or the TPI seller parties may terminate the agreement under specified circumstances, including if the ECP Transaction has not been consummated by June 30, 2026. Other termination rights are detailed in the Stock and Asset Purchase Agreement referenced as Exhibit 10.1.

How does TPI Composites’ (TPICQ) bankruptcy status relate to the ECP Transaction?

TPI Composites and its U.S. subsidiaries filed voluntary chapter 11 cases on August 11, 2025. The ECP Transaction is structured as a section 363 sale within these chapter 11 cases, requiring bankruptcy court approval and operating under the joint administration caption for the TPI Composites proceedings.

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

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Accepted by SEC EDGAR 03/09/2026 - 08:29 AM Learn about SEC filing dates

NONE false 0001455684 0001455684 2026-03-06 2026-03-06

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): March 6, 2026

TPI Composites, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37839		20-1590775
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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. ☐

Introductory Note

On August 11, 2025, (the “Petition Date”), TPI Composites, Inc. (the “Company”) and its direct and indirect subsidiaries incorporated in the United States (such subsidiaries, together with the Company, collectively, the “Company Parties” or the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered for procedural purposes only under the caption “In re TPI Composites, Inc., et al.” Case No. 25-34655.

Item 1.01. Entry into a Material Definitive Agreement.

On March 6, 2026, the Company and certain of its direct and indirect subsidiaries (collectively, the “ECP Seller Parties”) entered into a Stock and Asset Purchase Agreement (the “ECP Purchase Agreement”) with ECP Blade Holdings LLC (“ECP Buyer”). Pursuant to the ECP Purchase Agreement, the ECP Seller Parties will sell and transfer to the ECP Buyer free and clear of all liens, interests, and encumbrances (except as expressly set forth in the ECP Purchase Agreement) pursuant to section 363 of the Bankruptcy Code (i) all of the equity interests in certain indirect subsidiaries of the Company, including TPI Composites, S. de R.L. de C.V., TPI Blade Services LATAM S.A. de C.V., and TPI Blade Services Europe S.L.U. (collectively, the “Transferred Entities”), and (ii) all assets primarily related to the Company’s wind blade manufacturing business at facilities located in the United States and Mexico and related storage facilities, wind blade inspection and repair services located in the United States, and Europe and Mexico, and design and technical support to global manufacturing and service operations through engineering and technical centers (the “ECP Business”), in exchange for $20,000,000 in cash, subject to certain purchase price adjustments, and the assumption of certain liabilities, each as set forth in the ECP Purchase Agreement (the “ECP Transaction”).

Pursuant to the ECP Purchase Agreement, the consummation of the ECP Transaction is subject to a number of closing conditions, including, among other things, (i) entry by the Bankruptcy Court of an order approving the ECP Transaction, (ii) achievement of certain agreed upon operational and production milestones, (iii) the consent to the ECP Transaction by, and release of liens by, Oaktree Fund Administration, LLC or certain of its affiliates, and (iv) obtaining of required governmental approvals.

The ECP Purchase Agreement may be terminated by the ECP Buyer or the ECP Seller Parties under certain circumstances, including, among others, if ECP Transaction has not been consummated by June 30, 2026.

The foregoing descriptions of and references to the ECP Purchase Agreement are qualified in their entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning the Company’s entry into the ECP Purchase Agreement with the ECP Buyer and the related ECP Transactions. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. Forward-looking statements are only predictions based on our current expectations and our projections about future events. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the Company’s ability to consummate the ECP Transaction, including the Company’s ability to satisfy the conditions of the ECP Transaction and receive the requisite regulatory approvals as well as enter into agreements and complete sales of its remaining assets, the Company’s ability to repay the amounts owed under the Super-Priority Senior Secured Priming Debtor-in-Possession Credit Agreement and Guaranty, dated as of August 14, 2025, among the Company, as the Borrower, the subsidiary guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as the Administrative Agent (as amended, modified or supplemented from time to time, the “DIP Credit Agreement”), including at the Default Rate (as defined in the DIP Credit Agreement), the Company’s ability to continue its operations with the requisite financing and regulatory approvals, among other things, as well as the matters discussed in “Risk Factors,” in our Annual Report on Form 10-K and subsequent reports filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Stock and Asset Purchase Agreement, dated as of March 6, 2026, by and among TPI Composites, Inc., ECP Blade Holdings LLC, TPI Technology, Inc., TPI Mexico, LLC, TPI Mexico II, LLC, TPI Mexico III, LLC, TPI Arizona, LLC, TPI Iowa, LLC, TPI Composites Services, LLC, TPI Turkey Izbas, LLC, TPI Composites Denmark ApS, and TPI Holdings Switzerland GmbH.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the staff of the Securities and Exchange Commission upon request.

SIGNATURES

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: March 9, 2026				By:		/s/ William E. Siwek
						William E. Siwek
						President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 558.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB