TPI Composites (OTC: TPICQ) deregisters S-3 offerings after Chapter 11 filing

Rhea-AI Filing Summary

TPI Composites, Inc. is filing post-effective amendments to terminate and deregister unsold securities under multiple Form S-3 registration statements following its Chapter 11 petitions.

The amendment deregesters the shares and other securities previously registered under Registration Nos. 333-276482, 333-263305, 333-248952 and 333-220307. The Chapter 11 cases were commenced on August 11, 2025, and this amendment was signed on March 18, 2026.

Insights

Restructuring Counsel

Post-effective deregistration follows Chapter 11 filings and halts prior shelf offerings.

The company states that it is terminating all offerings under its existing Form S-3 registration statements and filing post-effective amendments to remove any unsold registered securities. This step implements the Registrant’s undertaking to deregister unsold securities upon termination of offerings.

Timing and economic effects depend on the chapter 11 process and any confirmed plan; subsequent filings may disclose dispositions of remaining assets, creditor recoveries, or reinstatement of registration rights if reorganized.

Securities Compliance Analyst

Deregistration lists specific registration numbers and registered amounts previously filed.

The amendment references Registration Nos. 333-276482 (originally up to 4,600,732 shares), 333-263305 (included up to $200,000,000 of various securities and up to 4,666,667 shares offered by selling stockholders), 333-248952 (up to 100,000,000 shares and 5,500,000 preferred), and 333-220307 (up to 19,774,751 shares and up to $200,000,000 aggregate).

Cash-flow treatment and any proceeds implications are not stated here; subsequent SEC filings in the Chapter 11 cases will be the primary source for recoveries and creditor distributions.

As filed with the Securities and Exchange Commission on March 18, 2026

Registration No. 333-276482

Registration No. 333-263305

Registration No. 333-248952

Registration No. 333-220307

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-3 Registration Statement File No. 333-276482

Form S-3 Registration Statement File No. 333-263305

Form S-3 ASR Registration Statement File No. 333-248952

Form S-3 Registration Statement File No. 333-220307

Under

The Securities Act of 1933

TPI Composites, Inc.

(Exact name of the registrant as specified in its charter)

Delaware		20-1590775
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

TPI Composites, Inc.

9200 E. Pima Center Parkway, Suite 250

Scottsdale, AZ 85258

(480) 305-8910

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William E. Siwek

Chief Executive Officer

TPI Composites, Inc.

200 E. Pima Center Parkway, Suite 250

Scottsdale, AZ 85258

(480) 305-8910

(Name and address agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐¨		Accelerated filer		☐¨
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐¨

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”), filed by TPI Composites, Inc. a Delaware corporation (the “Registrant”), relate to the following Registration Statements on Form S-3 and any amendments previously filed by the Registrant (the “Registration Statements”) with the Securities and Exchange Commission (the “SEC”):

Registration No.		Date Previously Filed With the SEC		Number of Shares of Class A Common Stock Registered
333-276482		January 12, 2024		Originally up to 4,600,732 shares of common stock
333-263305		March 4, 2022		Up to $200,000,000 of common stock, preferred stock, warrants, debt securities and/or units Up to 4,666,667 shares of common stock offered by selling stockholders
333-248952		September 21, 2020		Up to 100,000,000 shares of common stock and 5,500,000 shares of undesignated preferred stock
333-220307		September 19, 2017		Up to 19,774,751 shares of common stock for resale by selling stockholders Up to an aggregate amount of $200,000,000 of any combination of the Registrant’s securities

On August 11, 2025, (the “Petition Date”), the Registrant and its direct and indirect subsidiaries incorporated in the United States each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 Cases are being jointly administered for procedural purposes only under the caption “In re TPI Composites, Inc., et al” Case No. 2534655. In connection with the filing of the Chapter 11 Cases, the Registrant is terminating all offerings of its securities pursuant to the existing registration statements under the Securities Act of 1933, including the Registration Statements.

Pursuant to the undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statements and to deregister, as of the effectiveness of this Post-Effective Amendment, any and all shares of common stock of the Registrant registered thereunder that remain unsold as of the effectiveness date. As a result of this deregistration and upon the effectiveness of this Post-Effective Amendment, no securities will remain registered pursuant to the Registration Statements.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Scottsdale, State of Arizona, on March 18, 2026.

TPI COMPOSITES, INC.
By:		/s/ William E. Siwek
Name: William E. Siwek Title: President and Chief Executive Officer

Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.

FAQ

What did TPI Composites (TPICQ) deregister with this post-effective amendment?

The company deregistered unsold securities under Registration Nos. 333-276482, 333-263305, 333-248952, and 333-220307, including specified share amounts and aggregate offering caps listed in the amendment.

Why is TPI Composites terminating its Form S-3 offerings?

TPI Composites terminated the offerings because it commenced voluntary Chapter 11 cases on August 11, 2025, and is removing from registration any securities remaining unsold at termination of the offerings.

Which registered share amounts are identified in the amendment?

The amendment references up to 4,600,732 shares (Reg. No. 333-276482), up to 4,666,667 shares and $200,000,000 aggregate (333-263305), up to 100,000,000 shares and 5,500,000 preferred (333-248952), and up to 19,774,751 shares (333-220307).

When did TPI Composites sign this post-effective amendment?

The post-effective amendment was signed by William E. Siwek, President and CEO, on March 18, 2026 as stated in the filing.

Does this amendment state who will receive any proceeds from the deregistered securities?

The amendment states that offerings are being terminated and unsold securities deregistered; it does not state any cash-flow recipients or proceeds treatment in the provided excerpt.