TITAN INTERNATIONAL (TWI) SEC Filings

Titan International (TWI) reported third-quarter net sales of $335.2 million, down 6.2% from $357.3 million a year earlier, and net loss attributable to Titan of $42.7 million versus $2.3 million. Continuing operations recorded a $1.0 million operating loss, compared with $3.7 million of operating income.

Titan's wholly owned subsidiaries ITM and Titan Europe Limited agreed to sell all outstanding equity interests in ITM to USCO S.p.A. for approximately $211 million in cash, plus up to an approximately $6 million earnout if ITM achieves specified 2026 performance criteria. Closing is expected in January 2027, and Titan recognized an estimated $38.5 million pre-tax loss on the planned sale. The related-party transaction involves purchaser affiliates of One Equity Partners, which hold an ownership interest in the purchaser; Richard Cashin, One Equity Partners' chairman, is a Titan director.

Titan also plans to cease production at its Jackson, Tennessee, facility in Q4 2026, affecting approximately 140 people. It recorded $27.4 million in restructuring and other charges for the nine months and expects approximately $3 million in additional closure-related costs during the remainder of 2026 and 2027.

TITAN INTERNATIONAL INC (TWI) common stock is the subject of BlackRock, Inc.'s report of 4,194,970 beneficially owned shares, equal to 6.5% of the class. BlackRock reported sole voting power over 4,087,804 shares and sole dispositive power over 4,194,970 shares, with zero shared voting or dispositive power. Various persons have rights to receive dividends or sale proceeds; no one person's interest exceeds 5% of the class.

Titan International Inc. reported that President & CEO Paul G. Reitz received a deferred compensation award on October 13, 2026, tied to 332,370 shares of common stock and carrying an initial value of approximately $2.3 million. The issuer will contribute approximately 332,370 common shares to a rabbi trust to assist in satisfying its obligations under the arrangement. Payment will not commence until 2030 and will thereafter follow the arrangement’s vesting and payment terms.

Titan International, Inc. (TWI) entered into a deferred compensation arrangement with President and Chief Executive Officer Paul G. Reitz, awarding him $2.3 million, subject to the plan’s vesting and payment terms. Payments will not commence until 2030 and will be made in a lump sum or installments, as elected by Reitz under the plan.

Titan will contribute approximately 332,370 common shares, valued at approximately $2.3 million using the average of the high and low trading prices on October 13, 2026, to an irrevocable rabbi trust to help fund its obligations. The trust’s assets are subject to Titan’s general creditors in the event of insolvency, and Reitz’s rights are unsecured contractual rights; he has no preferred claim or beneficial ownership interest in the trust assets. The trustee exercises voting rights, and remaining assets revert to Titan when benefits under the plan end.

Titan International, Inc. (TWI) agreed to sell all outstanding equity interests of its wholly owned Italtractor ITM S.p.A. subsidiary to USCO S.p.A. for approximately $207 million in cash, plus the opportunity for up to approximately $6 million in earnout payments tied to ITM’s 2026 performance. Titan says the transaction is expected to provide up to approximately $285 million in total cash value, including dividends and expected closing adjustments. The purchase price is subject to adjustments for working capital, transaction expenses, cash and indebtedness.

Closing is expected early in January 2027, subject to required regulatory approvals and other conditions. Titan intends to use a portion of proceeds to reduce debt and strengthen its balance sheet, and expects to deploy capital toward future growth investments. The board and Audit Committee approved the transaction. Richard Cashin, a company director and One Equity Partners chairman, abstained from deliberations and decisions on the transaction; One Equity Partners affiliates hold a minority interest in USCO. Max Narancich, Chief Operating Officer - Titan Specialty, will resign effective October 9, 2026, and existing management will assume his responsibilities. Titan said his resignation was not the result of a disagreement.

Donald Smith & Co., Inc., together with DSCO Value Fund, L.P., reports beneficial ownership of 5,309,428 shares of Titan International, Inc. common stock, representing 8.25% of the class. Donald Smith & Co., Inc. holds sole voting power over 4,998,368 shares and DSCO Value Fund, L.P. holds sole voting power over 53,240 shares. Donald Smith & Co., Inc. has sole dispositive power over 5,256,188 shares and DSCO Value Fund, L.P. over 53,240 shares. Dividends and sale proceeds ultimately belong to the advisory clients and other underlying owners, with no single client or person known to hold more than five percent of Titan International’s outstanding common stock.

Titan International, Inc. reported higher results for the quarter ended June 30, 2026. Net sales rose 5.2% to $484 million, lifting gross profit to $74.9 million and gross margin to 15.5%. Adjusted EBITDA increased 13.3% to $34.2 million, and adjusted net income applicable to common shareholders was $6.6 million, or $0.10 per share, compared with an adjusted net loss a year earlier. Free cash flow was $26 million.

Performance varied by segment: Agricultural net sales declined 5.0% to $183.6 million with lower margins, Earthmoving/Construction grew 1.4% to $154.5 million with improved profitability, and Consumer net sales climbed 27.2% to $146.6 million with significantly higher margins. At June 30, 2026, cash and cash equivalents were $179.8 million and net debt was $413.5 million. Management currently expects third quarter sales between $440 million and $460 million and adjusted EBITDA between $27 million and $33 million, and is maintaining full‑year 2026 sales guidance of $1.85–$1.95 billion and adjusted EBITDA of $105–$115 million.

Titan International, Inc. generated higher revenue and a small quarterly profit but posted a year-to-date loss due mainly to restructuring. For the three months ended June 30, 2026, net sales were $484,766 (up from $460,830) and net income attributable to Titan shareholders was $5,764, or $0.09 per share, versus a loss in the prior-year quarter. Gross margin improved to 15.5%, helped by cost actions and $6.0 million of IEEPA tariff refund recoveries recorded as a reduction of cost of goods sold.

For the six months ended June 30, 2026, net sales were $989,839, but restructuring and impairment expenses of $25,976 tied to the planned October 2026 closure of the Jackson, Tennessee facility drove an operating loss and a net loss of $17,910. The Consumer segment showed strong growth and margin expansion, while Agricultural sales and profit declined. Titan ended the period with $179,785 of cash, total debt principal of $594,794, and availability of $43.9 million under its $225.0 million revolving credit facility.

Titan International director Richard M. Cashin Jr. received a grant of 24,725 shares of common stock at no cost, reported as a compensation-related award. These are Restricted Stock Units that vest on the first anniversary of the grant date.

Following the award, he directly holds 251,045 shares of Titan International common stock and indirectly holds 176,461 shares through the Richard M. Cashin Jr 2017 GRAT. He also holds stock options over 20,000 shares at an exercise price of $11.8450 expiring in 2028 and options over another 20,000 shares at $11.7900 expiring in 2027.