Titan International Q3 net loss widens to $42.7M

Titan recorded an estimated $38.5 million pre-tax loss on the planned ITM sale as quarterly sales declined 6.2% year over year.

Rhea-AI Filing Summary

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.

1 point · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 4 points

How the balance works

Positive

• Moderate pointContinuing-operations operating cash flow: $19.3 million, versus $1.8 million a year earlier.

Negative

• Major pointNet loss attributable to Titan: $42.7 million, versus $2.3 million.
• Major pointTitan recognized an estimated $38.5 million pre-tax loss on the planned ITM sale. 9% of market cap
• Moderate pointQuarterly net sales fell 6.2% to $335.2 million year over year.
• Moderate pointConsolidated operating cash flow declined to $9.8 million from $17.2 million.

Filing Explained

ITM’s results are presented as discontinued operations, so continuing-operations figures exclude the business.

Although the sale remains pending, its agreement imposes a five-year post-closing restriction on Titan competing in the undercarriage systems and components market.

Titan presents ITM as discontinued operations for all periods shown, which means the continuing-operations results exclude that business.

Key Figures

Net sales: $335.2 million Net loss attributable to Titan: $42.7 million loss Consolidated operating cash flow: $9.8 million +5 more

8 metrics

Net sales $335.2 million Three months ended September 30, 2026

Net loss attributable to Titan $42.7 million loss Three months ended September 30, 2026

Consolidated operating cash flow $9.8 million Nine months ended September 30, 2026

Continuing-operations operating cash flow $19.3 million Nine months ended September 30, 2026

ITM purchase consideration Approximately $211 million in cash Agreement to sell ITM

Potential earnout payment Up to approximately $6 million If ITM achieves specified performance criteria for 2026

Estimated pre-tax loss on ITM sale Approximately $38.5 million Recognized during the three months ended September 30, 2026

Additional Jackson closure costs Approximately $3 million Expected during the remainder of 2026 and 2027

Key Terms

earnout payment, discontinued operations, held for sale, Level 3 inputs, +1 more

5 terms

earnout payment financial

"up to an approximately $6 million earnout payment"

An earnout payment is money a buyer agrees to pay a seller after a deal closes only if the acquired business hits certain future targets (such as revenue, profit, or milestones). It matters to investors because earnouts shift part of the purchase price onto future performance, affecting the buyer’s future cash flows and the seller’s incentives—like a performance bonus that reduces upfront risk but adds uncertainty about the true cost and value of the deal.

discontinued operations financial

"presented as discontinued operations for all periods presented"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

held for sale financial

"met the held for sale criteria"

An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

Level 3 inputs financial

"market approach and Level 3 inputs"

Level 3 inputs are the assumptions and estimates a company uses to value assets or liabilities when there is no observable market price, so the valuation relies heavily on internal models and judgment. For investors this matters because these valuations are less verifiable and more subject to error or bias—like estimating the value of a unique vintage car versus checking a price list—and can materially affect reported earnings and balance-sheet strength.

working capital financial

"adjustments based on ITM and its subsidiaries' working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

FAQ

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

What were TWI's third-quarter sales and net loss?

TWI reported net sales of $335.2 million for the three months ended September 30, 2026, and net loss attributable to Titan of $42.7 million. In the third quarter of 2025, net sales were $357.3 million and net loss attributable to Titan was $2.3 million.

How much is Titan's ITM sale consideration?

The agreement sets consideration at approximately $211 million in cash, plus up to an approximately $6 million earnout if ITM achieves specified performance criteria for 2026. The purchase price is subject to closing adjustments for working capital, transaction expenses, cash and indebtedness.

When is Titan's ITM sale expected to close?

Titan expects the transaction to close in January 2027. The ultimate gain or loss on disposal may differ from the current estimate because of final purchase-price adjustments, working-capital changes, foreign-currency fluctuations and other closing-related adjustments.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12936

TITAN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

1525 Kautz Road, Suite 600, West Chicago, IL

(Address of principal executive offices)

36-3228472

(I.R.S. Employer Identification No.)

60185

(Zip Code)

(630) 377-0486

(Registrant’s telephone number, including area code)

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

Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, $0.0001 par value			TWI			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑  No ☐

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 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 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☑

As of October 23, 2026, there were 64,606,569 shares of Titan International, Inc. common stock, $0.0001 par value, outstanding.

TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS

						Page
Part I.			Financial Information
Item 1.			Financial Statements (Unaudited)
			Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025			1
			Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025			2
			Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025			3
			Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2026 and 2025			4
			Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025			6
			Notes to Condensed Consolidated Financial Statements			7
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			39
Item 4.			Controls and Procedures			39
Part II.			Other Information
Item 1.			Legal Proceedings			40
Item 1A.			Risk Factors			40
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 5.			Other Information			41
Item 6.			Exhibits			42
Signatures						43

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(All amounts in thousands, except per share data)

			Three months ended												Nine months ended
			September 30,												September 30,
			2026						2025						2026						2025
Net sales			$	335,177					$	357,258					$	1,096,620					$	1,086,771
Cost of sales			285,762						301,184						932,362						922,676
Gross profit			49,415						56,074						164,258						164,095
Selling, general, and administrative expenses			42,959						45,793						131,752						133,745
Research and development expenses			3,299						3,116						10,169						8,751
Royalty expense			2,686						3,445						7,749						8,310
Restructuring and other charges			1,442						—						27,418						—
(Loss) income from operations			(971)						3,720						(12,830)						13,289
Interest expense			(9,768)						(9,727)						(29,709)						(28,935)
Interest income			2,530						2,707						6,745						6,751
Foreign exchange loss			(707)						(1,962)						(1,103)						(4,750)
Other income (loss)			287						(2,504)						1,549						(814)
Loss from continuing operations before income taxes			(8,629)						(7,766)						(35,348)						(14,459)
Provision (benefit) for income taxes			172						(41)						2,444						3,948
Net loss from continuing operations			(8,801)						(7,725)						(37,792)						(18,407)
Net (loss) income from discontinued operations, net of tax			(33,650)						5,266						(22,569)						12,366
Net loss			(42,451)						(2,459)						(60,361)						(6,041)
Net income (loss) attributable to noncontrolling interests			293						(197)						833						1,415
Net loss attributable to Titan and applicable to common shareholders			$	(42,744)					$	(2,262)					$	(61,194)					$	(7,456)
Loss per common share:
Basic net loss from continuing operations per share			$	(0.14)					$	(0.12)					$	(0.59)					$	(0.29)
Basic net loss per share attributable to Titan and applicable common stockholders			$	(0.66)					$	(0.04)					$	(0.95)					$	(0.12)
Diluted net loss from continuing operations per share			$	(0.14)					$	(0.12)					$	(0.59)					$	(0.29)
Diluted net loss per share attributable to Titan and applicable common stockholders			$	(0.66)					$	(0.04)					$	(0.95)					$	(0.12)
Average common shares and equivalents outstanding:
Basic			64,463						63,895						64,334						63,635
Diluted			64,463						63,895						64,334						63,635

See accompanying Notes to Condensed Consolidated Financial Statements.

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TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(All amounts in thousands)

			Three months ended
			September 30,
			2026						2025
Net loss			$	(42,451)					$	(2,459)
Derivative gain (loss)			90						(3)
Currency translation adjustment			(6,175)						(2,063)
Pension liability adjustments, net of tax			202						34
Comprehensive loss			(48,334)						(4,491)
Net comprehensive loss attributable to noncontrolling interests			(1,423)						(1,247)
Comprehensive loss attributable to Titan			$	(46,911)					$	(3,244)

			Nine months ended
			September 30,
			2026						2025
Net loss			$	(60,361)					$	(6,041)
Derivative gain (loss)			72						(54)
Currency translation adjustment			(2,568)						83,639
Pension liability adjustments, net of tax			203						99
Comprehensive loss			(62,654)						77,643
Net comprehensive (loss) income attributable to noncontrolling interests			(4)						7,781
Comprehensive (loss) income attributable to Titan			$	(62,650)					$	69,862

See accompanying Notes to Condensed Consolidated Financial Statements.

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TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data)

			September 30, 2026						December 31, 2025
Assets			(unaudited)
Current assets
Cash and cash equivalents			$	172,787					$	202,879
Accounts receivable, net of allowance of $4,565 and $4,491, respectively			187,391						166,069
Inventories			327,242						330,622
Prepaid and other current assets			60,129						60,205
Current assets of discontinued operations			351,272						226,197
Total current assets			1,098,821						985,972
Property, plant and equipment, net			331,276						351,846
Operating lease assets			86,227						108,402
Goodwill			29,563						29,563
Intangible assets, net			9,698						10,564
Deferred income taxes			17,652						9,130
Other long-term assets			71,154						62,220
Noncurrent assets of discontinued operations			—						114,963
Total assets			$	1,644,391					$	1,672,660
Liabilities
Current liabilities
Short-term debt			$	28,505					$	19,099
Accounts payable			178,270						174,038
Operating leases			11,278						10,893
Other current liabilities			129,969						111,558
Current liabilities of discontinued operations			161,052						112,653
Total current liabilities			509,074						428,241
Long-term debt			537,636						559,793
Deferred income taxes			4,495						3,790
Operating leases			96,300						102,835
Other long-term liabilities			33,608						32,199
Noncurrent liabilities of discontinued operations			—						24,185
Total liabilities			1,181,113						1,151,043
Commitments and Contingencies
Equity
Titan shareholders' equity
Common stock ($0.0001 par value, 120,000,000 shares authorized, 78,447,035 issued and 64,542,352 outstanding at September 30, 2026; 78,447,035 issued and 63,951,494 outstanding at December 31, 2025)			—						—
Additional paid-in capital			738,321						738,711
Retained earnings			39,375						100,569
Treasury stock (at cost, 13,904,683 shares at September 30, 2026 and 14,495,541 shares at December 31, 2025)			(111,166)						(115,871)
Accumulated other comprehensive loss			(210,485)						(209,029)
Total Titan shareholders’ equity			456,045						514,380
Noncontrolling interests			7,233						7,237
Total equity			463,278						521,617
Total liabilities and equity			$	1,644,391					$	1,672,660

See accompanying Notes to Condensed Consolidated Financial Statements.

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TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

(All amounts in thousands, except share data)

			Number of common shares												Additional paid-in capital						Retained earnings						Treasury stock												Accumulated other comprehensive (loss) income						Total Titan Equity						Non-controlling interest						Total Equity
Balance January 1, 2026			63,951,494												$	738,711					$	100,569					$	(115,871)											$	(209,029)					$	514,380					$	7,237					$	521,617
Net loss																					(24,214)																								(24,214)						(36)						(24,250)
Currency translation adjustment, net																																							3,585						3,585						(565)						3,020
Pension liability adjustments, net of tax																																							145						145												145
Derivative gain																																							31						31												31
Stock-based compensation			308,719												(1,893)												2,458																		565												565
Issuance of treasury stock under 401(k) plan			52,561												—												419																		419												419
Balance March 31, 2026			64,312,774												$	736,818					$	76,355					$	(112,994)											$	(205,268)					$	494,911					$	6,636					$	501,547
Net income																					5,764																								5,764						576						6,340
Currency translation adjustment, net																																							(857)						(857)						1,444						587
Pension liability adjustments, net of tax																																							(144)						(144)												(144)
Derivative loss																																							(49)						(49)												(49)
Stock-based compensation			113,220												319												902																		1,221												1,221
Issuance of treasury stock under 401(k) plan			59,186												(52)												471																		419												419
Balance June 30, 2026			64,485,180												$	737,085					$	82,119					$	(111,621)											$	(206,318)					$	501,265					$	8,656					$	509,921
Net (loss) income																					(42,744)																								(42,744)						293						(42,451)
Currency translation adjustment, net																																							(4,459)						(4,459)						(1,716)						(6,175)
Pension liability adjustments, net of tax																																							202						202												202
Derivative gain																																							90						90												90
Stock-based compensation			1,764												1,250												14																		1,264												1,264
Issuance of treasury stock under 401(k) plan			55,408												(14)												441																		427												427
Balance September 30, 2026			64,542,352												$	738,321					$	39,375					$	(111,166)											$	(210,485)					$	456,045					$	7,233					$	463,278

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			Number of common shares												Additional paid-in capital						Retained earnings						Treasury stock												Accumulated other comprehensive (loss) income						Total Titan Equity						Non-controlling interest						Total Equity
Balance January 1, 2025			63,139,435												$	740,223					$	164,063					$	(122,336)											$	(285,877)					$	496,073					$	(2,417)					$	493,656
Net (loss) income																					(649)																								(649)						671						22
Currency translation adjustment, net																																							39,274						39,274						6,951						46,225
Pension liability adjustments, net of tax																																							90						90												90
Derivative loss																																							(8)						(8)												(8)
Stock-based compensation			453,842												(4,539)												3,614																		(925)												(925)
Issuance of treasury stock under 401(k) plan			58,275												(68)												464																		396												396
Balance March 31, 2025			63,651,552												$	735,616					$	163,414					$	(118,258)											$	(246,521)					$	534,251					$	5,205					$	539,456
Net (loss) income																					(4,545)																								(4,545)						941						(3,604)
Currency translation adjustment, net																																							39,012						39,012						465						39,477
Pension liability adjustments, net of tax																																							(25)						(25)												(25)
Derivative loss																																							(43)						(43)												(43)
Stock-based compensation			148,461												223												1,181																		1,404												1,404
Issuance of treasury stock under 401(k) plan			52,963												9												422																		431												431
Balance June 30, 2025			63,852,976												$	735,848					$	158,869					$	(116,655)											$	(207,577)					$	570,485					$	6,611					$	577,096
Net loss																					(2,262)																								(2,262)						(197)						(2,459)
Currency translation adjustment, net																																							(1,013)						(1,013)						(1,050)						(2,063)
Pension liability adjustments, net of tax																																							34						34												34
Derivative loss																																							(3)						(3)												(3)
Stock-based compensation			1,696												1,385												14																		1,399												1,399
Issuance of treasury stock under 401(k) plan			40,595												102												323																		425												425
Balance September 30, 2025			63,895,267												$	737,335					$	156,607					$	(116,318)											$	(208,559)					$	569,065					$	5,364					$	574,429

See accompanying Notes to Condensed Consolidated Financial Statements.

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TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(All amounts in thousands)

			Nine months ended September 30,
Cash flows from operating activities:			2026						2025
Net loss			$	(60,361)					$	(6,041)
Net (loss) income from discontinued operations, net of tax			(22,569)						12,366
Net loss from continuing operations			(37,792)						(18,407)
Adjustments to reconcile net loss to net cash provided by operating activities of continuing operations:
Depreciation and amortization			40,621						39,844
Restructuring and other charges			27,418						—
Deferred income tax benefit			(7,739)						(2,852)
Loss on fixed asset and investment sale			44						19
Stock-based compensation			3,050						1,878
Issuance of stock under 401(k) plan			1,265						1,252
Foreign currency loss			1,823						5,543
(Increase) decrease in assets:
Accounts receivable			(22,883)						(38,987)
Inventories			2,083						(8,484)
Prepaid and other current assets			(127)						(5,206)
Other assets			(9,831)						(6,283)
Increase in liabilities:
Accounts payable			2,234						20,015
Other current liabilities			15,891						10,754
Other liabilities			3,221						2,741
Net cash provided by operating activities of continuing operations			19,278						1,827
Net cash (used for) provided by operating activities of discontinued operations			(9,520)						15,416
Net cash provided by operating activities			9,758						17,243
Cash flows from investing activities:
Capital expenditures			(25,232)						(30,344)
Proceeds from sale of fixed assets			1,543						235
Net cash used for investing activities of continuing operations			(23,689)						(30,109)
Net cash used for investing activities of discontinued operations			(8,116)						(6,325)
Net cash used for investing activities			(31,805)						(36,434)
Cash flows from financing activities:
Proceeds from borrowings			94,513						72,672
Repayments of debt			(107,804)						(62,307)
Other financing activities			(222)						(48)
Net cash (used for) provided by financing activities of continuing operations			(13,513)						10,317
Net cash provided by (used for) financing activities of discontinued operations			5,867						(832)
Net cash (used for) provided by financing activities			(7,646)						9,485
Effect of exchange rate changes on cash			(399)						19,113
Net (decrease) increase in cash and cash equivalents			(30,092)						9,407
Cash and cash equivalents, beginning of period			202,879						195,974
Cash and cash equivalents, end of period			$	172,787					$	205,381
Supplemental information:
Interest paid			$	24,216					$	24,620
Income taxes paid, net of refunds received			12,033						14,089

See accompanying Notes to Condensed Consolidated Financial Statements.

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of Titan International, Inc. and its subsidiaries (Titan, the Company or we) and have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position and the results of operations and cash flows for the periods presented, and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the 2025 Form 10-K). All intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates. The Company’s results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

Assets Held for Sale and Discontinued Operations

A business is classified as held for sale when management commits to a plan to sell the business, the sale is probable within one year, and the business is being actively marketed at a price that is reasonable in relation to its current fair value. A business classified as held for sale is measured at the lower of its carrying value or fair value less costs to sell, and depreciation and amortization cease once the held for sale criteria are met. The results of operations of a business classified as held for sale are presented as discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, and prior period amounts are retrospectively reclassified to conform to the current period presentation.

On September 21, 2026, the Company executed a Sale and Purchase Agreement (the Purchase Agreement) to sell 100% of Italtractor ITM S.p.A (ITM). The divestiture of the ITM business meets the held for sale criteria for the nine months ended September 30, 2026 and is presented as discontinued operations for all periods presented. The transaction is currently expected to close in the first quarter of 2027. Unless otherwise noted, all amounts and disclosures included in the Notes to Condensed Consolidated Financial Statements reflect only the Company’s continuing operations and exclude the results of the ITM business. Refer to Note 2, Discontinued Operations for additional information.

Fair Value of Financial Instruments

The Company’s financial assets measured at fair value on a recurring basis include investments in money market funds of $7.3 million as of September 30, 2026 and $0.2 million as of December 31, 2025, which are Level 1 fair value measurements as the Company uses quoted market prices. Cash and cash equivalents are carried at cost, which approximates fair value because of the short-term maturities of these instruments. The Company’s revolving credit facility and notes payable are carried at cost, which approximates fair value due to their short terms or stated rates, which are considered Level 2 fair value measurements.  Our 7.00% senior secured notes due 2028 were carried at a cost of $398.7 million at September 30, 2026 and $398.0 million at December 31, 2025. The fair value of the senior secured notes due 2028, as determined with the assistance of an independent pricing platform using real-time trade data, was approximately $399.3 million and $401.5 million, at September 30, 2026 and December 31, 2025, respectively, which was determined to be a Level 2 fair value measurement.

Hyperinflation in Argentina and Turkey

In July 2018 and March 2022, the three-year cumulative rate of inflation for consumer prices and wholesale prices reached a level in excess of 100% for Argentina and Turkey, respectively. As a result, in accordance with Accounting Standards Codification (ASC) Topic 830, Foreign Currency Matters, Argentina and Turkey were considered hyperinflationary economies and the Company has applied the standard since December 31, 2023.

For the three months ended September 30, 2026 and 2025, the Company recognized a net monetary loss of $0.7 million and $1.2 million, respectively, recorded in foreign exchange loss in the consolidated statements of operations associated with the application of ASC 830.

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

For the nine months ended September 30, 2026 and 2025, the Company recognized a net monetary loss of $1.7 million and $3.5 million, respectively, recorded in foreign exchange loss in the consolidated statements of operations associated with the application of ASC 830.

Geopolitical and Military Conflict

In response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, have adopted targeted economic sanctions on Russia, certain Russian citizens and enterprises. The continuation of the conflict triggered additional economic and other sanctions enacted by the United States and other countries throughout the world. The scope of potential additional sanctions is unknown.

The Company currently owns 64.3% of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represented approximately 7% of consolidated assets of Titan as of both September 30, 2026 and December 31, 2025. For the three and nine months ended September 30, 2026 and 2025, the Russian operations represented 5% of consolidated global sales.

The military conflict between Russia and Ukraine has not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on its business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations.

Ongoing geopolitical tensions in the Middle East, including the military conflict involving Iran, have contributed to increased volatility in global markets. During the nine months ended September 30, 2026, these conditions have not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on its business including higher freight and energy‑related costs and increased foreign currency volatility.

IEEPA Tariff Refunds

During the second quarter of 2026, the Company submitted claims with U.S. Customs and Border Protection seeking refunds of tariffs previously paid under the International Emergency Economic Powers Act (IEEPA). The Company accounts for recoveries of IEEPA tariffs under the gain contingency model.

During the three months ended September 30, 2026, the Company recognized $3.5 million of net tariff refund recoveries, reflecting refunds of previously paid IEEPA tariffs, net of estimated customer obligations associated with such refunds. Total net tariff refund recoveries recognized during the nine months ended September 30, 2026 were $8.8 million. The benefit was recorded as a reduction to Cost of Goods Sold within the Consolidated Statements of Operations.

Additional tariff refund claims have been submitted and remain subject to review and processing by U.S. Customs and Border Protection. Any additional recoveries will be recognized in the period in which the applicable accounting recognition criteria are satisfied.

New Accounting Pronouncements to be Adopted in Future Periods

In November 2024, FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional disclosure about the specific expense categories in the notes to financial statements for interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements but affect where this information appears in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

In September 2025, FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," aimed at making it simpler and more consistent for businesses to track and disclose expenses related to software they build for their own operations. The guidance moves away from strict, phase-by-phase cost tracking, opting instead for a more flexible, modern approach that better reflects today’s software development. This ASU allows for capitalizing software costs once two conditions are met: the Company’s management has approved and committed to funding the project, and it is likely the project will be finished, and the software

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

will work as intended. This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively, retrospectively or modified. We are currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

2. DISCONTINUED OPERATIONS

On September 21, 2026, Titan International, Inc.'s wholly owned subsidiaries ITM and Titan Europe Limited (the Sellers) entered into a Sale and Purchase Agreement to sell all of the outstanding equity interests of ITM, a wholly-owned subsidiary of the Company, to USCO S.p.A., a joint stock company incorporated under the laws of Italy (Purchaser). Pursuant to the Purchase Agreement, Purchaser will acquire all of the outstanding equity interests of ITM (the Transaction) for approximately $211 million in cash, plus up to an approximately $6 million earnout payment if ITM achieves specified performance criteria for 2026 (the Purchase Price), based upon current exchange rates. The Purchase Price is subject to certain adjustments specified in the Purchase Agreement, including adjustments based on ITM and its subsidiaries’ working capital, transaction expenses, cash, and indebtedness as of the closing of the Transaction. Affiliates of One Equity Partners, a middle market private equity firm, holds an ownership interest in the Purchaser. Richard Cashin, the Chairman of One Equity Partners, is a member of the Company’s Board of Directors. As a result of these relationships, the Transaction constitutes a related-party transaction.

The Company determined the assets of the ITM subsidiary met the criteria for classification as held for sale for the nine months ended September 30, 2026. The Company analyzed the quantitative and qualitative factors relevant to the divestiture of ITM and determined the disposal represents a strategic shift that will have a major effect on its operations and financial results. As such, the assets and liabilities, results of operations, and cash flows of ITM are presented as discontinued operations in the Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows, respectively, for all periods presented. In addition, divestiture-related transaction expenses incurred as part of the ITM divestiture have been reflected in discontinued operations.

In connection with the planned sale of ITM, the Company recognized an estimated pre-tax loss of approximately $38.5 million during the three months ended September 30, 2026, which was included in loss from discontinued operations in the Condensed Consolidated Statements of Operations. The estimated loss was determined based on the anticipated sale consideration, the carrying value of the net assets to be disposed of, the cumulative foreign currency translation adjustments expected to be reclassified to earnings upon completion of the Transaction, and other estimated Transaction-related adjustments.

The cumulative foreign currency translation adjustments remain included in accumulated other comprehensive income as of September 30, 2026. The Transaction is expected to close in January 2027, and the ultimate gain or loss on disposal may differ from the current estimate as a result of final Purchase Price adjustments, changes in working capital, foreign currency fluctuations, and other closing-related adjustments.

Historically, the ITM business was included within our three reportable segments: agricultural, consumer and earthmoving/construction. Following its classification as a discontinued operation, the results of the ITM business have been excluded from segment information for continuing operations. Refer to Note 19, Segment Information, for additional information regarding the impact on segment disclosures.

Financial Information of Discontinued Operations (ITM)

The following table summarizes the major line items for ITM that are included in the net loss from discontinued operations in the Condensed Consolidated Statements of Operations (in thousands):

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

			Three months ended												Nine months ended
			September 30,												September 30,
			2026						2025						2026						2025
Net sales			$	118,411					$	109,208					$	346,807					$	331,233
Cost of sales			100,008						94,410						296,874						286,540
Gross profit			18,403						14,798						49,933						44,693
Selling, general, and administrative expenses			8,075						7,341						24,402						21,596
Research and development expenses			1,890						1,434						5,705						4,684
Income from operations			8,438						6,023						19,826						18,413
Interest expense			(7)						—						—						—
Interest income			—						326						447						975
Foreign exchange gain (loss) gain			(234)						(47)						1,131						(1,639)
Other (loss) income			(48)						71						184						655
Loss on held for sale disposal group			(38,532)						—						(38,532)						—
(Loss) income before income taxes			(30,383)						6,373						(16,944)						18,404
Provision for income taxes			3,267						1,107						5,625						6,038
Net (loss) income from discontinued operations			$	(33,650)					$	5,266					$	(22,569)					$	12,366

The following table summarizes the carrying amounts of major classes of assets and liabilities of ITM's discontinued operations (in thousands):

			September 30, 2026						December 31, 2025
Assets
Accounts receivable, net of allowance of $695 and $568, respectively			$	93,888					$	72,837
Inventories			161,581						139,927
Prepaid and other current assets			15,499						13,433
Property, plant and equipment, net			99,843						97,065
Operating lease assets			9,535						10,823
Intangible assets, net			250						326
Deferred income taxes			1,887						1,585
Other long-term assets			7,321						5,164
Valuation allowance for loss on classification as held for sale			(38,532)						—
Total assets			$	351,272					$	341,160
Liabilities
Short-term debt			$	3,400					$	2,086
Accounts payable			96,336						77,676
Operating leases			2,863						2,937
Other current liabilities			32,401						29,955
Long-term debt			9,060						4,924
Deferred income taxes			2,352						2,348
Operating leases			7,052						8,219
Other long-term liabilities			7,588						8,693
Total liabilities			$	161,052					$	136,838

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(Unaudited)

3. ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following (amounts in thousands):

			September 30, 2026						December 31, 2025						September 30, 2025
Accounts receivable			$	191,956					$	170,560					$	211,891
Allowance for credit losses			(4,565)						(4,491)						(4,791)
Accounts receivable, net			$	187,391					$	166,069					$	207,100

Accounts receivable is reduced by an estimated allowance for credit losses which is based on known risks and historical losses.

Changes in the allowance for credit losses during the nine months ended September 30, 2026 and 2025, respectively, consisted of the following (amounts in thousands):

			2026						2025
Balance at January 1,			$	4,491					$	2,540
Provision charged to expense			283						729
Recoveries of accounts receivable			(2)						—
Other, including foreign currency translation			(207)						1,522
Balance at September 30,			$	4,565					$	4,791

4. INVENTORIES

Inventories consisted of the following (amounts in thousands):

			September 30, 2026						December 31, 2025
Raw material			$	82,332					$	82,671
Work-in-process			37,281						32,921
Finished goods			207,629						215,030
			$	327,242					$	330,622

Inventories are reduced by estimated provisions for slow-moving and obsolete inventory. These provisions reduce the cost basis of the asset.

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(Unaudited)

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following (amounts in thousands):

			September 30, 2026						December 31, 2025
Land and improvements			$	31,546					$	31,877
Buildings and improvements			203,470						206,599
Machinery and equipment			682,016						647,641
Tools, dies and molds			102,291						99,224
Construction-in-process			27,032						43,414
			1,046,355						1,028,755
Accumulated depreciation and impairment (1)			(715,079)						(676,909)
			$	331,276					$	351,846

(1) During the three months ended and nine months ended September 30, 2026, the Company recorded asset impairment charges of $0.0 million and $8.8 million, respectively, related to the planned closure of its Jackson manufacturing facility. Refer to Note 14, Restructuring and Other Charges.

Depreciation on property, plant and equipment was $12.5 million and $11.7 million for the three months ended September 30, 2026 and 2025, respectively and $38.1 million and $34.7 million for the nine months ended September 30, 2026 and 2025, respectively.

6. INTANGIBLE ASSETS, NET

The components of intangible assets, net consisted of the following (amounts in thousands):

									September 30, 2026
			Weighted- Average Useful Lives (in Years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Amortizable intangible assets:
Customer lists/relationships			12.5						$	6,000					$	(1,240)					$	4,760
Trade names			10.0						5,500						(1,421)						4,079
Other intangibles			18.0						2,722						(1,863)						859
Total									$	14,222					$	(4,524)					$	9,698

									December 31, 2025
			Weighted- Average Useful Lives (in Years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Amortizable intangible assets:
Customer lists/relationships			12.5						$	6,000					$	(880)					$	5,120
Trade names			10.0						5,500						(1,008)						4,492
Other intangibles			18.0						2,722						(1,770)						952
Total									$	14,222					$	(3,658)					$	10,564

Amortization related to intangible assets was $0.3 million and $0.5 million for the three months ended September 30, 2026 and 2025, respectively, and $1.0 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

The estimated aggregate amortization expense at September 30, 2026, for each of the years (or other periods) set forth below was as follows (amounts in thousands):

October 1 - December 31, 2026			$	288
2027			1,153
2028			1,153
2029			1,153
2030			1,153
Thereafter			4,798
			$	9,698

7. OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following (amounts in thousands):

			September 30, 2026						December 31, 2025
Compensation and benefits			$	40,780					$	34,226
Accrued insurance benefits			21,139						19,363
Accrued other taxes			16,341						13,630
Accrued interest			12,359						5,774
Warranty			9,780						10,421
Customer rebates and deposits			9,522						7,499
Other			20,048						20,645
			$	129,969					$	111,558

8. WARRANTY

Changes in the warranty liability during the nine months ended September 30, 2026 and 2025, respectively, consisted of the following (amounts in thousands):

			2026						2025
Warranty liability at beginning of the period			$	20,885					$	19,197
Provision for warranty liabilities			8,845						10,770
Warranty payments made			(9,082)						(9,367)
Warranty liability at end of the period			$	20,648					$	20,600

We provide limited warranties on workmanship on our products in all market segments.  The majority of our products are subject to a limited warranty that ranges between less than one year and ten years, with certain product warranties being prorated after the first year.  We calculate a provision for warranty expense based on past warranty experience.  Warranty accruals are included as a component of other current liabilities and other long-term liabilities on the condensed consolidated balance sheets.

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9. DEBT

Long-term debt consisted of the following (amounts in thousands):

			September 30, 2026
			Principal Balance						Unamortized Debt Issuance						Net Carrying Amount
7.00% senior secured notes due 2028			$	400,000					$	(1,324)					$	398,676
Revolving credit facility			133,000						—						133,000
Titan Europe credit facilities			13,067						—						13,067
Other debt			21,398						—						21,398
Total debt			567,465						(1,324)						566,141
Less amounts due within one year			28,505						—						28,505
Total long-term debt			$	538,960					$	(1,324)					$	537,636

			December 31, 2025
			Principal Balance						Unamortized Debt Issuance						Net Carrying Amount
7.00% senior secured notes due 2028			$	400,000					$	(1,971)					$	398,029
Revolving credit facility			156,000						—						156,000
Titan Europe credit facilities			14,620						—						14,620
Other debt			10,243						—						10,243
Total debt			580,863						(1,971)						578,892
Less amounts due within one year			19,099						—						19,099
Total long-term debt			$	561,764					$	(1,971)					$	559,793

The weighted average interest rates on short-term borrowings due within one year at September 30, 2026 and December 31, 2025, were approximately 5.0% and 4.6%, respectively.

Aggregate principal maturities of debt at September 30, 2026 for each of the years (or other periods) set forth below were as follows (amounts in thousands):

October 1 - December 31, 2026			$	8,414
2027			25,268
2028			533,441
2029			204
2030			125
Thereafter			13
			$	567,465

7.00% Senior Secured Notes due 2028

On April 22, 2021, we issued $400 million aggregate principal amount of 7.00% senior secured notes due April 2028 (the senior secured notes due 2028), guaranteed by certain of our subsidiaries. Including the impact of debt issuance costs, these notes had an effective yield of 7.27% at issuance. These notes are secured by the land and buildings of the following of our subsidiaries: Titan Wheel Corporation of Illinois, Titan Tire Corporation, Titan Tire Corporation of Freeport, and Titan Tire Corporation of Bryan.

Revolving Credit Facility

In connection with the acquisition of Titan Specialty, Titan entered into a domestic credit facility which was effective on February 29, 2024. The credit facility, with Bank of America as agent, consists of a $225.0 million revolving line of credit and

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(Unaudited)

is collateralized by accounts receivable and inventory of certain of the Company's domestic and Canadian subsidiaries. Swingline loans and letters of credit are available under the facility up to an aggregate outstanding amount of $20.0 million for swingline loans and $50.0 million for letters of credit. The credit facility can be expanded by up to $50.0 million through an uncommitted accordion provision within the agreement. It is scheduled to mature on February 28, 2029 or 91 days prior to the maturity of our 7.00% secured notes due in 2028. The interest rate of the credit facility is based on the prevailing SOFR rate subject to certain debt levels within each month. As of September 30, 2026, the weighted average interest rate was 5.89%.

The total amount available for borrowing under the credit facility at September 30, 2026 totaled $195.8 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $6.4 million and $133.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $56.4 million at September 30, 2026.

The total amount available for borrowing under the credit facility at December 31, 2025 totaled $197.9 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $5.9 million and $156.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $36.1 million at December 31, 2025.

Titan Europe Credit Facilities

The Titan Europe credit facilities include borrowings from various institutions totaling $13.1 million and $14.6 million in aggregate principal amount at September 30, 2026 and December 31, 2025, respectively. Maturity dates on this debt range from less than one year to five years. The interest rates range from 0.8% to 3.5%.

Other Debt

We have working capital loans at Titan Pneus do Brasil Ltda at varying interest rates between approximately 5.0% and 6.9%, which totaled $21.4 million at September 30, 2026. Similarly, we had a working capital loan at Titan Pneus do Brasil Ltda at varying interest rates from approximately 5.0% to 6.9%, which totaled $10.2 million at December 31, 2025. The maturity dates on these loans range from one year to two years. We expect to negotiate an extension of the maturity dates on these loans with the applicable financial institutions or to repay the loan, as needed.

Debt Restrictions

Our $225.0 million revolving credit facility and indenture relating to the 7.00% senior secured notes due 2028 contain various restrictions, including:

•When remaining availability under the credit facility is less than the greater of (i) $17.0 million and (ii) 10% of the credit facility’s line cap (the line cap being the lesser of our borrowing base or the lenders’ commitments under the credit facility), the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 (calculated quarterly on a trailing four quarter basis);

•Limits on dividends and repurchases of our stock;

•Restrictions on our ability to make additional borrowings, or to consolidate, merge, or otherwise fundamentally change the ownership of the Company;

•Limits on investments, dispositions of assets, and guarantees of indebtedness; and

•Other customary affirmative and negative covenants.

These covenants are subject to a number of exceptions and qualifications that are described in the credit and security agreement and the indenture relating to the 7.00% senior secured notes due 2028. These restrictions could limit our ability to respond to market conditions, provide for unanticipated capital investments, raise additional debt or equity capital, pay dividends, repurchase stock or take advantage of business opportunities, including future acquisitions. We were in compliance with these debt covenants at September 30, 2026.

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(Unaudited)

10. LEASES

We lease certain buildings and equipment under both operating and finance leases.  Certain lease agreements provide for renewal options, fair value purchase options, and payment of property taxes, maintenance, and insurance by the Company. Under ASC Topic 842, Leases, we made an accounting policy election, by class of underlying asset, not to separate non-lease components such as those previously stated from lease components and instead will treat the lease agreement as a single lease component for all asset classes. Operating right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent Titan's obligations to make lease payments arising from the lease. The majority of our leases are operating leases. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we used our incremental borrowing rate (7.27%), based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales and selling, general and administrative expenses on the condensed consolidated statements of operations. Amortization expense associated with finance leases is included in cost of sales and selling, general and administrative expenses, and interest expense associated with finance leases is included in interest expense in the condensed consolidated statements of operations.

Supplemental balance sheet information related to leases was as follows (amounts in thousands):

			Balance Sheet Classification						September 30, 2026						December 31, 2025
Operating lease ROU assets (1)			Operating lease assets						$	86,227					$	108,402
Operating lease current liabilities			Operating leases current liabilities						11,278						10,893
Operating lease long-term liabilities			Operating leases long-term liabilities						96,300						102,835
Total operating lease liabilities									$	107,578					$	113,728
Finance lease, gross			Property, plant & equipment, net						$	4,348					$	4,272
Finance lease accumulated depreciation			Property, plant & equipment, net						(2,881)						(2,427)
Finance lease, net									$	1,467					$	1,845
Finance lease current liabilities			Other current liabilities						$	715					$	823
Finance lease long-term liabilities			Other long-term liabilities						805						1,160
Total finance lease liabilities									$	1,520					$	1,983

(1) The Company recorded $14.7 million during the nine months ended September 30, 2026 associated with impairment of the building right of use (ROU) asset, associated with the announcement of the planned closure of its Jackson facility. Refer to Note 14, Restructuring and Other Charges.

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(Unaudited)

At September 30, 2026, maturities of lease liabilities were as follows (amounts in thousands):

			Operating Leases						Finance Leases
October 1 - December 31, 2026			$	6,726					$	325
2027			17,686						634
2028			15,804						444
2029			14,998						172
2030			14,093						88
Thereafter			103,798						10
Total lease payments			$	173,105					$	1,673
Less imputed interest			65,527						153
			$	107,578					$	1,520
Weighted average remaining lease term (in years)			12.71						2.52
Weighted average discount rate			7.27		%				7.27		%

Supplemental cash flow information related to leases for the nine months ended September 30, 2026 and September 30, 2025, respectively, were as follows: operating cash flows for operating leases were $14.2 million and $13.7 million, respectively.

11. EMPLOYEE BENEFIT PLANS

We have three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. We also have pension plans covering certain employees of several foreign subsidiaries. We also sponsor a number of defined contribution plans in the U.S. and at foreign subsidiaries. We contributed approximately $0.4 million to the pension plans during the nine months ended September 30, 2026 and no amounts are expected to be contributed to these pension plans during the remainder of 2026.

The components of net periodic pension cost consisted of the following for the periods set forth below (amounts in thousands):

			Three months ended												Nine months ended
			September 30,												September 30,
			2026						2025						2026						2025
Service cost			$	102					$	139					$	318					$	429
Interest cost			874						941						2,621						2,822
Expected return on assets			(1,278)						(1,358)						(3,836)						(4,072)
Amortization of unrecognized prior service cost and unrecognized (gain) loss			(6)						1						(19)						4
Net periodic pension benefit			$	(308)					$	(277)					$	(916)					$	(817)

Service cost is recorded as cost of sales in the condensed consolidated statements of operations while all other components are recorded in other income.

12. VARIABLE INTEREST ENTITIES

We hold variable interests in certain variable interest entities (VIEs) that are not consolidated because we are not the primary beneficiary. Our involvement with these entities is in the form of direct equity interests and prepayments related to purchases of materials. The maximum exposure to loss represents the loss of assets recognized by us relating to non-consolidated entities and amounts due to the non-consolidated assets. The assets and liabilities recognized in Titan's condensed consolidated balance sheets related to our interest in these non-consolidated VIEs and our maximum exposure to loss relating to non-consolidated VIEs as of the dates set forth below were as follows (amounts in thousands):

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(Unaudited)

			September 30, 2026						December 31, 2025
Investments			$	17,305					$	15,332
Total VIE assets			17,305						15,332
Accounts payable to the non-consolidated VIEs			5,343						4,229
Maximum exposure to loss			$	22,648					$	19,561

13. ROYALTY EXPENSE

We have trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Australia, New Zealand, Russia, and other Commonwealth of Independent States countries. The farm and ATV agreement is scheduled to expire at the end of 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2028. We also have a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Total royalty expenses were $2.7 million and $3.4 million for the three months ended September 30, 2026 and 2025, respectively, and $7.7 million and $8.3 million for the nine months ended September 30, 2026 and 2025, respectively.

14. RESTRUCTURING AND OTHER CHARGES

On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the cessation of production in its manufacturing facility in Jackson, Tennessee in the fourth quarter of 2026. As part of the closure, the Company expects production currently performed in Jackson to be transitioned to other existing Titan facilities over the next several months and will impact approximately 140 people. This action is part of our ongoing efforts to optimize our manufacturing footprint and improve capacity utilization.

The Company recorded impairment expenses of $0.0 million and $23.5 million for the three months ended September 30, 2026 and nine months ended September 30, 2026, respectively, associated with impairment of the building right of use (ROU) asset and certain manufacturing plant and equipment. Further, we accrued $1.4 million and $3.9 million for the three months ended September 30, 2026 and nine months ended September 30, 2026, respectively, for severance costs related to the rationalization of certain positions. These costs are included within restructuring and other charges in the Consolidated Statement of Operations.

The impairment loss represents the excess of the assets’ carrying values over their estimated fair values, which were determined using a market approach and Level 3 inputs, including expected net proceeds from the disposal of certain manufacturing equipment and anticipated net sublease income from the building ROU asset. The valuation of the building ROU asset included assumptions related to expected sublease rental rates, vacancy periods and anticipated costs to prepare the facility for leasing.

We estimate that we will incur additional costs associated with the plant closure of approximately $3 million primarily related to severance costs, relocation costs for certain property, plant and equipment and other facility closure related costs. We expect to incur these costs during the remainder of 2026 and 2027.

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(Unaudited)

15. OTHER INCOME (LOSS)

Other income (loss) consisted of the following (amounts in thousands):

			Three months ended												Nine months ended
			September 30,												September 30,
			2026						2025						2026						2025
Pension plan income			$	508					$	527					$	1,524					$	1,580
Equity investment income			562						241						1,578						645
Loss for life insurance policy termination (1)			—						(2,852)						—						(2,852)
(Loss) gain on asset disposal			(1)						24						(661)						(24)
Other loss			(782)						(444)						(892)						(163)
			$	287					$	(2,504)					$	1,549					$	(814)

(1) In September 2025, the Company recorded a write-off of asset balances that were associated with the reimbursement of premiums paid under certain life insurance policies held for certain owners of a previously acquired business. The write-off was based on the Company’s re-assessment that it will likely not be able to recover the net book value of the assets.

16. INCOME TAXES

The Company recorded income tax expense (benefit) of $0.2 million and $0.0 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded income tax expense of $2.4 million and $3.9 million, respectively. The Company's effective income tax rate was (2.0)% and 0.5% for the three months ended September 30, 2026 and 2025, respectively, and (6.9)% and (27.3)% for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the income tax expense differed each period due to an overall decrease in foreign pre-tax income, slightly offset by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026.

The Company’s 2026 and 2025 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of foreign income tax rate differential on the mix of earnings and a valuation allowance on most domestic federal and state operations.

The Company continues to monitor the realization of its deferred tax assets and assesses the need for a valuation allowance. The Company analyzes available positive and negative evidence to determine if a valuation allowance is needed based on the weight of the evidence. This objectively verifiable evidence primarily includes the past three years' profit and loss positions. This process requires management to make estimates, assumptions, and judgments that are uncertain in nature. The Company has established valuation allowances with respect to certain deferred tax assets in the U.S. and certain foreign jurisdictions and continues to monitor and assess the need for valuation allowances in all its jurisdictions.

The One, Big, Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates, with certain provisions effective in 2025 and others implemented through 2027, affecting business taxpayers. Among the tax law changes that will impact the Company are those that relate to the timing of certain tax deductions including depreciation expense, R&D expenditures, and interest expense. The Company is continuing to analyze the impacts of the law change and does not expect a material impact on its financial statements.

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(Unaudited)

17. (LOSS) EARNINGS PER SHARE

(Loss) Earnings per share were as follows (amounts in thousands, except per share data):

			Three months ended												Nine months ended
			September 30,												September 30,
			2026						2025						2026						2025
Net loss from continuing operations			$	(8,801)					$	(7,725)					$	(37,792)					$	(18,407)
Net (loss) income from discontinued operations, net of tax			$	(33,650)					$	5,266					$	(22,569)					$	12,366
Net loss attributable to Titan and applicable to common shareholders			$	(42,744)					$	(2,262)					$	(61,194)					$	(7,456)
Determination of shares:
Weighted average shares outstanding for continuing operations and total Titan (basic)			64,463						63,895						64,334						63,635
Effect of restricted stock and stock options			—						—						—						—
Weighted average shares outstanding for continuing operations and total Titan (diluted)			64,463						63,895						64,334						63,635
Weighted average shares outstanding for discontinued operations (basic)			64,463						63,895						64,334						63,635
Effect of restricted stock and stock options			—						172						—						269
Weighted average shares outstanding for discontinued operations (diluted)			64,463						64,067						64,334						63,904
Basic (loss) earnings per common share:
Continuing operations			$	(0.14)					$	(0.12)					$	(0.59)					$	(0.29)
Discontinued operations			(0.52)						0.08						(0.35)						0.19
Net loss per share attributable to Titan and applicable common stockholders			(0.66)						(0.04)						(0.95)						(0.12)
Diluted (loss) earnings per common share:
Continuing operations			$	(0.14)					$	(0.12)					$	(0.59)					$	(0.29)
Discontinued operations			(0.52)						0.08						(0.35)						0.19
Net loss per share attributable to Titan and applicable common stockholders			(0.66)						(0.04)						(0.95)						(0.12)

The effect of restricted stock and stock options has been excluded for the calculation of diluted loss per common share for continuing operations, discontinued operations, and total Titan the three and nine months ended September 30, 2026, as the effect would have been antidilutive. The weighted average shares excluded for equity awards for the three and nine months ended September 30, 2026 was 0.1 million and 0.2 million, respectively.

The effect of restricted stock and stock options was excluded from the calculation of diluted loss per common share for both continuing operations and total Titan for the three and nine months ended September 30, 2025, as the effect would have been antidilutive. The weighted average shares excluded for equity awards for the three and nine months ended September 30, 2025 was 0.2 million and 0.3 million, respectively.

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(Unaudited)

18. LITIGATION

We are a party to routine legal proceedings arising out of the normal course of business. Due to the difficult nature of predicting unresolved and future legal claims, we cannot anticipate or predict the material adverse effect on our consolidated financial condition, results of operations, or cash flows as a result of efforts to comply with, or liabilities pertaining to, legal judgments. In the opinion of management, we are not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on our financial position, results of operations, or cash flows.

19. SEGMENT INFORMATION

We have aggregated our operating segments into reportable segments based on our three customer markets: agricultural, consumer, and earthmoving/construction. These segments are based on the information used by the chief operating decision maker (CODM) to make certain operating decisions, allocate portions of capital expenditures and assess segment performance. The accounting policies of the segments are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies. Segment external revenues, expenses, and income from operations are determined on the basis of the results of operations of operating units of manufacturing facilities.

We are organized primarily on the basis of products being included in three marketing segments, with each reportable segment including wheels, tires and wheel/tire assemblies. Following our disposition of ITM, our business and segments will no longer include undercarriage systems and components in a range of geographies, and the Purchase Agreement contains the Company’s agreement not to complete in this market for a period of five years following the completion of the Transaction. Given the integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations primarily based on segment sales data must be made to determine operating segment data.

The CODM of Titan is Paul Reitz (our President and CEO). The CODM utilizes both forecasted and actual expense information on a consolidated basis to manage operations. The CODM utilizes segment gross profit and segment operating profit (loss), both in comparison to the prior year and the current forecasted level of gross profit, for purposes of analyzing the segment’s financial performance. The assessment of each segment’s financial performance by the CODM is then utilized to contemplate and execute on business decisions to allocate resources to manage the growth and profitability of each reportable segment and for the Company as a whole. The CODM does not review asset information by segment to manage operations or allocate resources. Therefore, segment assets are not disclosed.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

The tables below present information about certain operating results, separated by market segments, for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands):

			Three months ended September 30, 2026
			Agriculture						Consumer						Earthmoving/Construction						Total
Net sales			$	156,878					$	120,900					$	57,399					$	335,177
Cost of sales			144,908						87,545						53,309						285,762
Gross profit			$	11,970					$	33,355					$	4,090					$	49,415
Selling, general and administrative expenses			12,718						17,474						5,090						35,282
Research and development expenses			1,281						774						419						2,474
Royalty expense			1,665						649						372						2,686
Restructuring and other charges			266						1,176						—						1,442
Segment (loss) profit			$	(3,960)					$	13,282					$	(1,791)					$	7,531
Corporate & unallocated expenses																					(8,502)
Interest expense																					(9,768)
Interest income																					2,530
Foreign exchange loss																					(707)
Other income																					287
Loss from continuing operations before income taxes																					$	(8,629)

			Nine months ended September 30, 2026
			Agriculture						Consumer						Earthmoving/Construction						Total
Net sales			$	518,619					$	397,148					$	180,853					$	1,096,620
Cost of sales			464,989						303,406						163,967						932,362
Gross profit			$	53,630					$	93,742					$	16,886					$	164,258
Selling, general and administrative expenses			40,770						55,283						14,373						110,426
Research and development expenses			4,114						2,685						1,252						8,051
Royalty expense			4,987						1,718						1,044						7,749
Restructuring and other charges			266						27,152						—						27,418
Segment profit			$	3,493					$	6,904					$	217					$	10,614
Corporate & unallocated expenses																					(23,444)
Interest expense																					(29,709)
Interest income																					6,745
Foreign exchange loss																					(1,103)
Other income																					1,549
Loss from continuing operations before income taxes																					$	(35,348)

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

			Three months ended September 30, 2025
			Agriculture						Consumer						Earthmoving/Construction						Total
Net sales			$	177,578					$	125,008					$	54,672					$	357,258
Cost of sales			154,152						95,694						51,338						301,184
Gross profit			$	23,426					$	29,314					$	3,334					$	56,074
Selling, general and administrative expenses			14,429						19,748						4,928						39,105
Research and development expenses			1,260						1,001						385						2,646
Royalty expense			2,173						839						433						3,445
Segment profit (loss)			$	5,564					$	7,726					$	(2,412)					$	10,878
Corporate & unallocated expenses																					(7,158)
Interest expense																					(9,727)
Interest income																					2,707
Foreign exchange loss																					(1,962)
Other loss																					(2,504)
Loss from continuing operations before income taxes																					$	(7,766)

			Nine months ended September 30, 2025
			Agriculture						Consumer						Earthmoving/Construction						Total
Net sales			$	548,804					$	374,744					$	163,223					$	1,086,771
Cost of sales			476,089						295,178						151,409						922,676
Gross profit			$	72,715					$	79,566					$	11,814					$	164,095
Selling, general and administrative expenses			40,886						57,997						13,429						112,312
Research and development expenses			3,683						2,603						1,097						7,383
Royalty expense			5,487						1,814						1,009						8,310
Segment profit (loss)			$	22,659					$	17,152					$	(3,721)					$	36,090
Corporate & unallocated expenses																					(22,801)
Interest expense																					(28,935)
Interest income																					6,751
Foreign exchange loss																					(4,750)
Other loss																					(814)
Loss from continuing operations before income taxes																					$	(14,459)

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Depreciation and amortization expense by segment were as follows as of the periods set forth below (amounts in thousands):

			Agricultural						Consumer						Earthmoving/Construction						Corporate & Unallocated						Total
Three months ended September 30, 2026			$	6,115					$	4,713					$	2,237					$	262					$	13,327
Nine months ended September 30, 2026			18,767						14,389						6,538						927						40,621
Three months ended September 30, 2025			$	6,546					$	4,609					$	2,016					$	362					$	13,533
Nine months ended September 30, 2025			19,633						13,327						5,846						1,038						39,844

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TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

20. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income consisted of the following (amounts in thousands):

			Currency Translation Adjustments						Gain (Loss) on Derivatives						Unrecognized Losses and Prior Service Cost						Total
Balance at July 1, 2026			$	(213,114)					$	418					$	6,378					$	(206,318)
Currency translation adjustments			(4,459)						—						—						(4,459)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax			—						—						202						202
Derivative gain			—						90						—						90
Balance at September 30, 2026			$	(217,573)					$	508					$	6,580					$	(210,485)

			Currency Translation Adjustments						Gain (Loss) on Derivatives						Unrecognized Losses and Prior Service Cost						Total
Balance at January 1, 2026			$	(215,842)					$	436					$	6,377					$	(209,029)
Currency translation adjustments			(1,731)						—						—						(1,731)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax			—						—						203						203
Derivative gain			—						72						—						72
Balance at September 30, 2026			$	(217,573)					$	508					$	6,580					$	(210,485)

			Currency Translation Adjustments						Gain (Loss) on Derivatives						Unrecognized Losses and Prior Service Cost						Total
Balance at July 1, 2025			$	(211,392)					$	454					$	3,361					$	(207,577)
Currency translation adjustments			(1,013)						—						—						(1,013)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax			—						—						34						34
Derivative loss			—						(3)						—						(3)
Balance at September 30, 2025			$	(212,405)					$	451					$	3,395					$	(208,559)

			Currency Translation Adjustments						Gain (Loss) on Derivatives						Unrecognized Losses and Prior Service Cost						Total
Balance at January 1, 2025			$	(289,678)					$	505					$	3,296					$	(285,877)
Currency translation adjustments, net			77,273						—						—						77,273
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax			—						—						99						99
Derivative loss			—						(54)						—						(54)
Balance at September 30, 2025			$	(212,405)					$	451					$	3,395					$	(208,559)

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of the financial statements included in this quarterly report with a narrative from the perspective of the management of Titan International, Inc. (Titan, the Company or we) on our financial condition, results of operations, liquidity, and other factors that may affect our future results. The MD&A in this quarterly report should be read in conjunction with the condensed consolidated financial statements and other financial information included elsewhere in this quarterly report and the MD&A and audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the 2025 Form 10-K).

The Divestiture of the ITM Business

On September 21, 2026, the Company executed a Sale and Purchase Agreement (the Purchase Agreement) to sell 100% of its subsidiary Italtractor ITM S.p.A (ITM). The divestiture of the ITM business (the Sale of the Undercarriage Business) meets the held for sale criteria for the nine months ended September 30, 2026 and is presented as discontinued operations for all periods presented. For further information, refer to Note 2 to our condensed consolidated financial statements. We currently expect to close the Sale of the Undercarriage Business in the first quarter of 2027.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements, which are covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Readers can identify these statements by the fact that they do not relate strictly to historical or current facts. Titan has tried to identify forward-looking statements in this report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” These forward-looking statements include, among other items, statements relating to the following:

•the Company's future financial performance;

•anticipated trends in the Company’s business;

•expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, consumer products and earthmoving/construction equipment);

•expectations regarding the Sale of the Undercarriage Business, including the expected timing of the closing of that sale, and the use of proceeds from such sale;

•future expenditures for capital projects and future stock repurchases;

•the Company’s ability to continue to control costs and maintain quality;

•possible changes in domestic and international laws and policies, including the imposition of and changes in tariffs by various governments, including the United States on imported goods as part of the currently dynamic and uncertain tariff policy environment;

•the Company's ability to meet conditions of loan agreements, indentures and other financing documents;

•the Company’s business strategies, including its intention to introduce new products;

•expectations concerning the performance and success of the Company’s existing and new products; and

•the Company’s consideration and pursuit of potential acquisition and divestiture opportunities and the expectations related to completed acquisitions.

Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company’s current expectations and assumptions about future events and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict, including those described in “Item 1A – Risk Factors” in Part I of the 2025 Form 10-K and “Item 1A – Risk Factors” in Part II of this quarterly report on Form 10-Q, certain of which are beyond the Company’s control.

Actual results could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various factors, including:

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

•changes in the Company’s end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise;

•uncertainties from political or electoral changes in the United States, Europe and elsewhere, including the current and possible future tariffs being imposed by various countries on imported goods and the currently dynamic and uncertain tariff policy environment;

•the effect of the market demand cycles on the Company's sales, which have in recent years and may continue to have significant fluctuations;

•the effect of a recession or depression on the Company and its customers and suppliers;

•changes in the marketplace, including new products and pricing changes by the Company’s competitors;

•the effect of the geopolitical instability resulting from the military conflict between Russia and Ukraine on our Russian and global operations on increased costs and ancillary impacts on our global operations;

•the effect of ongoing geopolitical tensions in the Middle East, including the military conflict involving Iran on global markets;

•changes in the interest rate environment and their effects on the Company's outstanding indebtedness;

•the Company's ability to maintain satisfactory labor relations;

•the Company's ability to operate in accordance with its business plan and strategies;

•unfavorable outcomes of legal proceedings;

•the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities;

•availability and price of raw materials;

•availability and price of supply chain logistics and freight;

•levels of operating efficiencies;

•the effects of the Company's indebtedness and its compliance with the terms of its various indentures and credit agreements;

•unfavorable product liability and warranty claims;

•geopolitical and economic uncertainties relating to the countries in which the Company operates or does business;

•risks and uncertainties associated with the proposed Sale of the Undercarriage Business, including the timing and ability to complete the transaction, satisfaction of closing conditions, the realization of anticipated benefits from the transaction and application of the proceeds from the sale;

•risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses;

•results of investments, and the realization of projected synergies;

•the effects of potential processes to explore various strategic transactions, including potential dispositions;

•fluctuations in currency translations;

•climate change and related laws and regulations;

•risks associated with environmental laws and regulations and increased attention to ESG matters;

•the impact of any sales of the Company’s shares held by affiliates of American Industrial Partners, including pursuant to the Form S-3 registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) in December 2024;

•risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; and

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

•risks related to financial reporting, internal controls, tax accounting, and information systems, including cybersecurity threats.

Any changes in these factors could lead to significantly different results.  Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results as indicated in forward-looking statements.  Forward-looking statements speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information and assumptions contained in this document will in fact transpire. The reader should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by the Company, or on its behalf. All forward-looking statements attributable to Titan are expressly qualified by these cautionary statements.

OVERVIEW

Titan is a global wheel and tire industrial manufacturer and supplier that services customers across the globe. Following the completion of the Sale of the Undercarriage Business, the Company does not expect to be engaged in the sale of undercarriage systems, components or solutions. As a leading manufacturer in the off-highway industry, Titan produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, consumer and earthmoving/construction markets.  Titan manufactures and sells certain tires under the Goodyear Farm Tire, Titan Tire, Carlstar and Voltyre-Prom Tire brands and has research and development facilities to validate tire and wheel designs. Carlstar sells tire products under the Carlisle® brand under a long-term license agreement that expires in 2033 and also sells tires under other recognized brand names, including ITP®, Trail Wolf®, Links®, USA Trail® and Carlisle Radial Trail HD™ highway trailer tires.

Agricultural Segment: Titan’s agricultural wheels, tires, and components are manufactured for use on various agricultural equipment, including tractors, combines, skidders, plows, planters, and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers, and Titan’s distribution centers. The wheels range in diameter from nine inches to 54 inches, with the 54-inch diameter being the largest agricultural wheel manufactured in North America. Basic configurations are combined with distinct variations (such as different centers and a wide range of material thickness) allowing the Company to offer a broad line of products to meet customer specifications. Titan’s agricultural tires range from approximately one foot to approximately seven feet in outside diameter and from five inches to 55 inches in width. Agricultural tires are offered under the Goodyear Farm Tire, Titan Tire, Carlstar, ACES and Voltyre-Prom brands with a full portfolio of sizes, load carrying capabilities, and tread patterns necessary for the markets served. The Company offers the added value of delivering a complete wheel and tire assembly to OEM and aftermarket customers.

Consumer Segment: In February 2024, Titan acquired Carlstar (now also known as Titan Specialty), which is a global manufacturer and distributor of wheels and tires for a variety of end-market verticals including outdoor power equipment, power sports, and high speed trailers. Titan Specialty is primarily concentrated in the consumer segment, but also manufactures and sells small to midsize agricultural tires. Products are offered in Carlstar, ITP, Black Rock, Goodyear and Unique brands with portfolios commensurate to supporting these markets. The Company also offers the added value of wheel and tire assembly for many of these products to select OEM customers.

Earthmoving/Construction Segment: The Company manufactures wheels, tires, and components for various types of OTR earthmoving, mining, military, construction, and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, lattice cranes, and hydraulic excavators. The Company provides OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 15 to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured for the global earthmoving/construction market. Titan’s earthmoving/construction tires are offered in the Titan brand and range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. Earthmoving/construction tires offered by Titan serve virtually every off-road application in the industry with some of the highest load requirements in the most severe applications. The Company also offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Titan manufactures bias truck tires in Latin America and light truck tires in Russia. This segment also includes sales that do not readily fall into the Company's other segments, such as custom rubber stock mixing sales to a variety of OEMs in adjacent industries.

The Company’s top customers, including global leaders in agricultural and construction equipment manufacturing, have been purchasing products from Titan or its predecessors for numerous years.  Customers including AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo have helped sustain Titan’s market leading position in wheel, tire and assembly.

MARKET CONDITIONS AND OUTLOOK

Agricultural Market Outlook

The agricultural market continues to be influenced by commodity prices, farm income levels, interest rates, farmer sentiment, higher input costs and evolving global trade conditions. In Europe, market conditions remain mixed, with recent business wins supporting increases in demand, while broader macroeconomic factors continue to impact overall agricultural equipment demand levels. In North America, agricultural equipment demand remains soft, particularly for larger equipment, as lower farm income and cautious purchasing activity continue to weigh on replacement demand. In Latin America, agricultural equipment demand remains soft, as election-related uncertainty and cautious purchasing activity continue to weigh on the market, while OEMs have reduced production levels in response to current demand conditions. OEMs also continue to manage production schedules and dealer inventory levels in response to soft market conditions. Recent trade policy developments and tariff-related uncertainty have contributed to cautious purchasing decisions in certain regions. Despite this environment, Titan believes it remains well positioned relative to many competitors due to its manufacturing footprint and local production capabilities in the key markets it serves.

Over the longer term, the Company continues to believe several fundamental industry drivers support agricultural equipment demand, including anticipated population growth, increasing global food consumption, a continued shift toward higher-protein diets, and the eventual replacement cycle associated with an aging fleet of large agricultural equipment. In addition, farmers' ongoing need to improve productivity and efficiency through advanced technologies is expected to support equipment investment over time.

Consumer Market Outlook

The consumer market consists of several product lines across multiple regions, including specialty tires and related products marketed under the Carlstar, ITP, and Marastar brands for powersports, outdoor power equipment, and high-speed trailer applications. The segment also includes light truck tires sold into Latin America, as well as other specialty products, including custom rubber compounding and train brake components. Demand across the Consumer segment is expected to remain stable through the remainder of 2026, particularly in North America, although customer demand may vary based on consumer spending trends, interest rates, inflation, government policies, geopolitical developments, and broader economic conditions. Titan believes its manufacturing capabilities and strategically positioned supplier network provide the flexibility to respond to evolving market conditions.

Earthmoving/Construction Market Outlook

The earthmoving/construction market is influenced by a variety of factors, including commodity prices, infrastructure spending, road construction activity, housing starts, government appropriations, geopolitical developments, and broader economic conditions. The construction market is primarily driven by country-specific GDP and infrastructure development activity. Following the announced sale of ITM, the Company's Earthmoving/Construction segment is principally focused on its wheel and tire businesses serving the construction, industrial, mining, and related end markets. Demand in these markets is driven by equipment utilization rates, fleet replacement cycles, capital spending levels, and infrastructure investment. While demand has shown signs of improvement in certain OEM channels, the pace and sustainability of that improvement remain dependent on overall economic conditions and customer investment levels in the markets served by Titan. Macroeconomic conditions and other market factors may affect demand for the Company's earthmoving/construction products in any given period.

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

RESULTS OF OPERATIONS

			Three months ended																		Nine months ended
(Amounts in thousands, except percentages)			September 30,																		September 30,
			2026						2025						% Increase/ (Decrease)						2026						2025						% Increase/(Decrease)
Net sales			$	335,177					$	357,258					(6.2)		%				$	1,096,620					$	1,086,771					0.9		%
Cost of sales			285,762						301,184						(5.1)		%				932,362						922,676						1.0		%
Gross profit			49,415						56,074						(11.9)		%				164,258						164,095						0.1		%
Gross profit %			14.7		%				15.7		%				(6.4)		%				15.0		%				15.1		%				(0.7)		%
Selling, general and administrative expenses			42,959						45,793						(6.2)		%				131,752						133,745						(1.5)		%
Research and development expenses			3,299						3,116						5.9		%				10,169						8,751						16.2		%
Royalty expense			2,686						3,445						(22.0)		%				7,749						8,310						(6.8)		%
Restructuring and other charges			1,442						—						100.0		%				27,418						—						100.0		%
(Loss) income from operations			$	(971)					$	3,720					(126.1)		%				$	(12,830)					$	13,289					(196.5)		%

Net Sales

Net sales for the three months ended September 30, 2026 were $335.2 million, compared to $357.3 million in the comparable period of 2025, primarily due to lower sales volumes resulting from reduced end‑market demand due to weak market conditions, partially offset by favorable pricing, which reflected higher input costs and improved product mix. In addition, favorable foreign currency translation contributed approximately 0.2% to net sales growth.

Net sales for the nine months ended September 30, 2026 were $1,096.6 million, compared to $1,086.8 million in the comparable period of 2025. The increase was primarily driven by favorable pricing reflecting higher input costs, improved product mix, and favorable foreign currency translation, which increased net sales by approximately 1.5%, primarily due to the strengthening of the Brazilian real against the U.S. dollar. These increases were partially offset by lower sales volumes in the agricultural segment, reflecting softer end-market demand.

Gross Profit

Gross profit for the three months ended September 30, 2026 was $49.4 million, or 14.7% of net sales, compared to $56.1 million, or 15.7% of net sales, for the three months ended September 30, 2025. The changes in gross profit and margin were due to lower fixed cost leverage resulting from reduced volumes, as well as inflationary pressures on raw materials and other input costs.

Gross profit for the nine months ended September 30, 2026 was $164.3 million, or 15.0% of net sales, compared to $164.1 million, or 15.1% of net sales, for the nine months ended September 30, 2025. The gross profit and gross margin for the nine months ended September 30, 2026 were comparable to prior year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) for the three months ended September 30, 2026 were $43.0 million, or 12.8% of net sales, compared to $45.8 million, or 12.8% of net sales, for the three months ended September 30, 2025. Selling, general and administrative expenses for the nine months ended September 30, 2026 were $131.8 million, or 12.0% of net sales, compared to $133.7 million, or 12.3% of net sales, for the nine months ended September 30, 2025. The SG&A expense decrease was due to continued focus on cost reduction initiatives.

Research and Development Expenses

Research and development (R&D) expenses for the three months ended September 30, 2026 were $3.3 million, or 1.0% of net sales, compared to $3.1 million, or 0.9% of net sales, for the comparable period in 2025. Research and development expenses for the nine months ended September 30, 2026 were $10.2 million, or 0.9% of net sales, compared to $8.8 million, or 0.8% of net sales, for the comparable period in 2025. The increase in R&D expenses in each of the three and nine months ended September 30, 2026 as compared to the applicable prior period was primarily driven by ongoing initiatives to enhance product designs and support innovation and quality improvement efforts, as well as inflationary cost impacts.

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Royalty Expense

The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Australia, New Zealand, Russia, and other Commonwealth of Independent States countries. The farm and ATV agreement is scheduled to expire in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2028. The Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Royalty expenses for the three months ended September 30, 2026 were $2.7 million, or 0.8% of net sales, compared to $3.4 million, or 1.0% of net sales, for the three months ended September 30, 2025. Royalty expenses for the nine months ended September 30, 2026 were $7.7 million, or 0.7% of net sales, compared to $8.3 million, or 0.8% of net sales, for the nine months ended September 30, 2025.

Restructuring and Other Charges

On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the cessation of production in its manufacturing facility in Jackson, Tennessee in the fourth quarter 2026. As a result, we recorded $1.4 million of restructuring expenses during the three months ended September 30, 2026 and $27.4 million of restructuring and other charges during the nine months ended September 30, 2026. The restructuring expense recognized during the three months period consisted primarily of severance costs associated with the elimination of certain positions. The charges recorded during the nine month period consisted of $23.5 million of impairment charges related to the building ROU asset and certain manufacturing plant and equipment, as well as $3.9 million of severance costs associated with workforce reductions resulting from the consolidation initiative.

(Loss) Income from Operations

Loss from operations for the three months ended September 30, 2026 was $1.0 million, compared to income from operations of $3.7 million for the three months ended September 30, 2025, primarily due to lower gross profit discussed above.

Loss from operations for the nine months ended September 30, 2026 was $12.8 million, compared to income from operations of $13.3 million for the nine months ended September 30, 2025. The decrease in operating results was primarily attributable to the $27.4 million of restructuring and other charges associated with the consolidation of the Company's North American production operations, as discussed above. Excluding these charges, operating results improved over the prior year period, driven by continued cost reduction and productivity initiatives.

OTHER PROFIT/LOSS ITEMS

Interest Expense

Interest expense was $9.8 million and $9.7 million for the three months ended September 30, 2026 and 2025, respectively. Interest expense was $29.7 million and $28.9 million for the nine months ended September 30, 2026 and 2025, respectively. Interest expense for both the three and nine month periods ended September 30, 2026 was comparable to the corresponding prior year periods.

Interest Income

Interest income was $2.5 million and $2.7 million for the three months ended September 30, 2026 and 2025, respectively, remaining comparable to the prior year period. Interest income was $6.7 million and $6.8 million for the nine months ended September 30, 2026 and 2025, respectively. Interest income remained relatively consistent with the prior year periods.

Foreign Exchange Loss

Foreign exchange loss was $0.7 million for the three months ended September 30, 2026, compared to a $2.0 million loss for the three months ended September 30, 2025. The change was primarily driven by favorable translation of intercompany balances at certain foreign subsidiaries. These balances are denominated in local currencies rather than the Company’s reporting currency, the U.S. dollar, and are remeasured each reporting period based on current exchange rates, as they are expected to be settled in the future.

Foreign exchange loss was $1.1 million for the nine months ended September 30, 2026, compared to a $4.8 million loss for the nine months ended September 30, 2025. The year-over-year change was primarily driven by the same foreign currency remeasurement impacts on intercompany balances discussed above.

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

Other Income (Loss)

Other income was $0.3 million for the three months ended September 30, 2026, as compared to other loss of $2.5 million in the comparable period of 2025. This change was primarily attributable to a $2.9 million charge in 2025 related to the write-off of assets that were associated with the reimbursement of premiums paid under certain life insurance policies held for certain owners of a previously acquired business.

Other income was $1.5 million for the nine months ended September 30, 2026, as compared to other loss of $0.8 million in the comparable period of 2025. This change was primarily attributable to the same $2.9 million charge in 2025 discussed above.

Provision (Benefit) for Income Taxes

The Company recorded income tax expense of $0.2 million and $0.0 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded income tax expense of $2.4 million and $3.9 million, respectively. The Company's effective income tax rate was (2.0)% and 0.5% for the three months ended September 30, 2026 and 2025, respectively, and (6.9)% and (27.3)% for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the income tax expense differed between periods due to an overall decrease in pre-tax income, slightly offset by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026.

The Company’s 2026 and 2025 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of foreign income tax rate differential on the mix of earnings and a valuation allowance on most domestic federal and state operations.

Net Loss and Loss per Share from Continuing Operations

Net loss from continuing operations for the three months ended September 30, 2026 was $8.8 million, compared to net loss of $7.7 million for the same period in 2025. Basic and diluted loss from continuing operations per share was $0.14 for the three months ended September 30, 2026, compared to basic and diluted loss from continuing operations per share of $0.12 in the prior year period. The change in net income and earnings per share was primarily driven by the factors discussed above.

Net loss from continuing operations for the nine months ended September 30, 2026 was $37.8 million, compared to net loss from continuing operations of $18.4 million for the same period in 2025. Basic and diluted loss from continuing operations per share was $0.59 for the nine months ended September 30, 2026, compared to basic and diluted loss from continuing operations per share of $0.29 in the prior year period. The change in net loss and loss per share was primarily attributable to the factors discussed above.

Net (Loss) Income from Discontinued Operations

Net loss from discontinued operations for the three and nine months ended September 30, 2026 were $33.7 million and $22.6 million, respectively. Net income from discontinued operations for the three and nine months ended September 30, 2025 were $5.3 million and $12.4 million, respectively. The discontinued operations operating results reflect amounts attributed to the ITM business. The change in the results of operations for the ITM business for each of the three months and nine months ended September 30, 2026, compared to the prior year periods, was primarily attributable to an estimated pre-tax loss of approximately $38.5 million recognized in connection with the planned sale of ITM. See Part I, Item 1, Note 2, Discontinued Operations for more information.

Net Loss and Loss per Share

Net loss for the three months ended September 30, 2026 was $42.5 million, compared to net loss of $2.5 million for the same period in 2025. Basic and diluted loss per share was $0.66 for the three months ended September 30, 2026, compared to basic and diluted loss per share of $0.04 in the prior year period. The change in net loss and loss per share was primarily driven by the factors discussed above.

Net loss for the nine months ended September 30, 2026 was $60.4 million, compared to net loss of $6.0 million for the same period in 2025. Basic and diluted loss per share was $0.95 for the nine months ended September 30, 2026, compared to basic and diluted loss per share of $0.12 in the prior year period. The change in net loss and loss per share was primarily attributable to the factors discussed above.

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

SEGMENT INFORMATION

Segment Summary (amounts in thousands, except percentages):

Three months ended September 30, 2026						Agricultural						Consumer						Earthmoving/Construction						Corporate/ Unallocated  Expenses						Consolidated  Totals
Net sales						$	156,878					$	120,900					$	57,399					$	—					$	335,177
Gross profit						11,970						33,355						4,090						—						49,415
Profit margin						7.6		%				27.6		%				7.1		%				—						14.7		%
(Loss) income from operations						(3,960)						13,282						(1,791)						(8,502)						(971)
Three months ended September 30, 2025
Net sales						$	177,578					$	125,008					$	54,672					$	—					$	357,258
Gross profit						23,426						29,314						3,334						—						56,074
Profit margin						13.2		%				23.4		%				6.1		%				—						15.7		%
Income (loss) from operations						5,564						7,726						(2,412)						(7,158)						3,720

Nine months ended September 30, 2026						Agricultural						Consumer						Earthmoving/Construction						Corporate/ Unallocated  Expenses						Consolidated  Totals
Net sales						$	518,619					$	397,148					$	180,853					$	—					$	1,096,620
Gross profit						53,630						93,742						16,886						—						164,258
Profit margin						10.3		%				23.6		%				9.3		%				—						15.0		%
Income (loss) from operations						3,493						6,904						217						(23,444)						(12,830)
Nine months ended September 30, 2025
Net sales						$	548,804					$	374,744					$	163,223					$	—					$	1,086,771
Gross profit						72,715						79,566						11,814						—						164,095
Profit margin						13.2		%				21.2		%				7.2		%				—						15.1		%
Income (loss) from operations						22,659						17,152						(3,721)						(22,801)						13,289

Agricultural Segment Results

Agricultural segment results for the periods presented below were as follows (amounts in thousands, except percentages):

			Three months ended																		Nine months ended
			September 30,																		September 30,
			2026						2025						% Decrease						2026						2025						% Decrease
Net sales			$	156,878					$	177,578					(11.7)		%				$	518,619					$	548,804					(5.5)		%
Gross profit			11,970						23,426						(48.9)		%				53,630						72,715						(26.2)		%
Profit margin			7.6		%				13.2		%				(42.4)		%				10.3		%				13.2		%				(22.0)		%
(Loss) income from operations			(3,960)						5,564						(171.2)		%				3,493						22,659						(84.6)		%

Net sales in the agricultural segment were $156.9 million for the three months ended September 30, 2026, as compared to $177.6 million for the comparable period in 2025. The change was primarily due to lower sales volumes in the Americas, driven by lower farm income, higher financing costs, and continued inventory reduction initiatives by OEM and aftermarket customers.

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

Gross profit in the agricultural segment was $12.0 million for the three months ended September 30, 2026, as compared to $23.4 million in the comparable period in 2025.  The change was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, and higher material costs.

Loss from operations in the Company's agricultural segment was $4.0 million for the three months ended September 30, 2026, as compared to income of $5.6 million for the three months ended September 30, 2025. The overall change in (loss) income from operations was primarily a result of lower gross profit discussed above.

Net sales in the agricultural segment were $518.6 million for the nine months ended September 30, 2026, as compared to $548.8 million for the comparable period in 2025. The change was attributable to lower sales volumes in the Americas, driven by the same macroeconomic and industry conditions discussed previously. Favorable foreign currency translation, primarily resulting from the strengthening of the Brazilian real against the U.S. dollar, partially offset the decline in net sales and increased reported sales by approximately 1.6% between periods.

Gross profit in the agricultural segment was $53.6 million for the nine months ended September 30, 2026, as compared to $72.7 million in the comparable period in 2025. The change in gross profit was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, as well as inflationary cost pressures.

Income from operations in the Company's agricultural segment was $3.5 million for the nine months ended September 30, 2026, as compared to income of $22.7 million for the nine months ended September 30, 2025. The change in income from operations was primarily a result of lower gross profit mentioned previously.

Consumer Segment Results

Consumer segment results for the periods presented below were as follows (amounts in thousands, except percentages):

			Three months ended																		Nine months ended
			September 30,																		September 30,
			2026						2025						% Increase/ (Decrease)						2026						2025						% Increase/ (Decrease)
Net sales			$	120,900					$	125,008					(3.3)		%				$	397,148					$	374,744					6.0		%
Gross profit			33,355						29,314						13.8		%				93,742						79,566						17.8		%
Profit margin			27.6		%				23.4		%				17.9		%				23.6		%				21.2		%				11.3		%
Income from operations			13,282						7,726						71.9		%				6,904						17,152						(59.7)		%

Consumer segment net sales were $120.9 million for the three months ended September 30, 2026, as compared to $125.0 million for the three months ended September 30, 2025. The change was primarily driven by lower sales volumes in the Titan Specialty business, reflecting lower customer demand compared to the prior year period. The prior year period benefited from a shift in customer order timing from the second quarter to the third quarter resulting from tariff policies in effect at that time.

Gross profit from the consumer segment was $33.4 million for the three months ended September 30, 2026, as compared to $29.3 million for the three months ended September 30, 2025. The increase was primarily driven by $3.5 million of net tariff refund recoveries, which were recorded as a reduction of cost of goods sold.

Consumer segment income from operations was $13.3 million for the three months ended September 30, 2026, as compared to income of $7.7 million for the three months ended September 30, 2025. The increase was primarily driven by the higher gross profit as well as cost reduction initiatives implemented at production facilities.

Consumer segment net sales were $397.1 million for the nine months ended September 30, 2026, as compared to $374.7 million for the nine months ended September 30, 2025. The increase was primarily driven by favorable pricing and product mix, reflecting actions taken to offset higher input costs, as well as higher sales volumes resulting from improved customer demand compared to the prior year period. Net sales also benefited from favorable foreign currency translation, which increased reported sales by approximately 1.1%.

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

Gross profit from the consumer segment was $93.7 million for the nine months ended September 30, 2026, as compared to $79.6 million for the nine months ended September 30, 2025. The increase was primarily driven by higher sales volumes, which resulted in improved fixed cost leverage, as well as $8.1 million of net tariff refund recoveries recognized as a reduction of cost of goods sold.

Consumer segment income from operations was $6.9 million for the nine months ended September 30, 2026, as compared to income of $17.2 million for the nine months ended September 30, 2025. The change was primarily attributable to $27.4 million of restructuring and other charges recognized during the nine months ended September 30, 2026, related to the cessation of production of the Company’s manufacturing facility in Jackson, Tennessee. These charges were partially offset by the increased gross profit discussed above.

Earthmoving/Construction Segment Results

Earthmoving/Construction segment results for the periods presented below were as follows (amounts in thousands, except percentages):

			Three months ended																		Nine months ended
			September 30,																		September 30,
			2026						2025						% Increase						2026						2025						% Increase
Net sales			$	57,399					$	54,672					5.0		%				$	180,853					$	163,223					10.8		%
Gross profit			4,090						3,334						22.7		%				16,886						11,814						42.9		%
Profit margin			7.1		%				6.1		%				16.4		%				9.3		%				7.2		%				29.2		%
(Loss) income from operations			(1,791)						(2,412)						25.7		%				217						(3,721)						105.8		%

The Company's earthmoving/construction segment net sales were $57.4 million for the three months ended September 30, 2026, as compared to $54.7 million in the comparable period in 2025. The increase was driven by higher sales volumes in Europe reflecting recent business awards and increased market share, and pricing actions implemented to offset higher input costs. In addition, favorable foreign currency translation increased net sales by approximately 0.7% between periods.

Gross profit in the earthmoving/construction segment was $4.1 million for the three months ended September 30, 2026, as compared to $3.3 million for the three months ended September 30, 2025. The increase in gross profit was mainly driven by higher sales volumes and productivity initiatives across the Company's production facilities.

The Company's earthmoving/construction segment loss from operations was $1.8 million for the three months ended September 30, 2026, as compared to loss of $2.4 million for the three months ended September 30, 2025. The change was primarily attributable to higher gross profit mentioned previously.

The Company's earthmoving/construction segment net sales were $180.9 million for the nine months ended September 30, 2026, as compared to $163.2 million in the comparable period in 2025. The increase was primarily driven by higher sales volumes, reflecting stronger customer demand in both the European and Americas markets, and pricing actions to offset higher input costs. Net sales also benefited from favorable foreign currency translation, which increased net sales by approximately 2.0% during the period.

Gross profit in the earthmoving/construction segment was $16.9 million for the nine months ended September 30, 2026, as compared to $11.8 million for the nine months ended September 30, 2025. The increase was primarily driven by higher sales volumes, resulting in improved fixed cost absorption.

The Company's earthmoving/construction segment income from operations was $0.2 million for the nine months ended September 30, 2026, as compared to loss of $3.7 million for the nine months ended September 30, 2025. The increase was primarily driven by the higher gross profit discussed above.

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Corporate & Unallocated Expenses

Segment profit excludes unallocated corporate expenses of $8.5 million and $23.4 million for the three and nine months ended September 30, 2026, respectively, compared to $7.2 million and $22.8 million for the three and nine months ended September 30, 2025, respectively. Unallocated corporate expenses primarily consist of corporate selling, general and administrative expenses. The increases for the three and nine month periods ended September 30, 2026, were primarily driven by higher research and development expenditures and increased software related costs.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

As of September 30, 2026, the Company reported $172.8 million of cash and cash equivalents, which decreased as compared to the December 31, 2025 balance of $202.9 million, due to the net effect of the following items:

Operating Cash Flows

Summary of cash flows from operating activities of continuing operations:

(Amounts in thousands)			Nine months ended September 30,
			2026						2025						Change
Net loss from continuing operations			$	(37,792)					$	(18,407)					$	(19,385)
Depreciation and amortization			40,621						39,844						777
Restructuring and other charges			27,418						—						27,418
Deferred income tax benefit			(7,739)						(2,852)						(4,887)
Foreign currency loss			1,823						5,543						(3,720)
Accounts receivable			(22,883)						(38,987)						16,104
Inventories			2,083						(8,484)						10,567
Prepaid and other current assets			(127)						(5,206)						5,079
Accounts payable			2,234						20,015						(17,781)
Other current liabilities			15,891						10,754						5,137
Other liabilities			3,221						2,741						480
Other operating activities			(5,472)						(3,134)						(2,338)
Net cash provided by operating activities of continuing operations			$	19,278					$	1,827					$	17,451

During the nine months ended September 30, 2026 and 2025 cash flows provided by operating activities of continuing operations were $19.3 million and $1.8 million, respectively, primarily reflecting favorable changes in working capital, partially offset by other operating activities.

Summary of the components of cash conversion cycle of continuing operations:

			September 30,						December 31,						September 30,
			2026						2025						2025
Days sales outstanding			52						51						55
Days inventory outstanding			111						117						101
Days payable outstanding			(60)						(62)						(56)
Cash conversion cycle			103						106						100

Cash conversion cycle increased by three days when comparing September 30, 2026 to September 30, 2025. The change was primarily driven by an increase in days inventory outstanding, reflecting higher material costs during the three months ended September 30, 2026, compared to the corresponding period in 2025.

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

Investing Cash Flows

Summary of cash flows from investing activities of continuing operations:

(Amounts in thousands)			Nine months ended September 30,
			2026						2025						Change
Capital expenditures			$	(25,232)					$	(30,344)					$	5,112
Proceeds from sale of fixed assets			1,543						235						1,308
Cash used for investing activities of continuing operations			$	(23,689)					$	(30,109)					$	6,420

During the nine months ended September 30, 2026, net cash used in investing activities of continuing operations was $23.7 million, as compared to the $30.1 million recorded in the corresponding period of 2025. The change was primarily due to lower capital expenditures in 2026. Capital expenditures were primarily related to plant equipment upgrades, productivity initiatives, and tools, dies and molds supporting new product development. The reduction in capital spending in 2026 reflected Titan's continued focus on optimizing cash flow and capital deployment.

Financing Cash Flows

Summary of cash flows from financing activities of continuing operations:

(Amounts in thousands)			Nine months ended September 30,
			2026						2025						Change
Proceeds from borrowings			$	94,513					$	72,672					$	21,841
Payment on debt			(107,804)						(62,307)						(45,497)
Other financing activities			(222)						(48)						(174)
Net cash (used for) provided by financing activities of continuing operations			$	(13,513)					$	10,317					$	(23,830)

During the nine months ended September 30, 2026, $13.5 million of cash was used for financing activities of continuing operations. This outflow was primarily driven by $107.8 million in debt repayments, partially offset by $94.5 million in borrowings to support working capital requirements.

During the nine months ended September 30, 2025, $10.3 million of cash was provided by financing activities. This cash inflow was due to $72.7 million in borrowings to meet increased working capital requirements, partially offset by $62.3 million in debt payments.

Debt Restrictions

Our $225 million revolving credit facility and indenture relating to the 7.00% senior secured notes due 2028 contain various restrictions, including:

•When remaining availability under the credit facility is less than the greater of (i) $17 million and (ii) 10% of the credit facility’s line cap (the line cap being the lesser of our borrowing base or the lenders’ commitments under the credit facility), the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 (calculated quarterly on a trailing four quarter basis);

•Limits on dividends and repurchases of the Company’s stock;

•Restrictions on the ability of the Company to make additional borrowings, or to consolidate, merge, or otherwise fundamentally change the ownership of the Company;

•Limits on investments, dispositions of assets, and guarantees of indebtedness; and

•Other customary affirmative and negative covenants.

These covenants are subject to a number of exceptions and qualifications that are described in the credit and security agreement and the indenture relating to the 7.00% senior secured notes due 2028. These restrictions could limit the Company’s ability to respond to market conditions, provide for unanticipated capital investments, raise additional debt or equity capital, pay

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

dividends, repurchase stock or take advantage of business opportunities, including future acquisitions. The Company was in compliance with these debt covenants at September 30, 2026.

Guarantor Financial Information

The Company's 7.00% senior secured notes due 2028 are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the satisfaction of certain customary conditions.

The following summarized financial information of both the Company and the Guarantors is presented on a combined basis after elimination of (i) intercompany transactions and balances between the parent and the Guarantors and (ii) equity in earnings from investments in any subsidiary that is a non-Guarantor. The information is presented in accordance with the requirements of Rule 13-01 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the Guarantor operated as an independent entity.

Summarized Balance Sheets:

(Amounts in thousands)			September 30, 2026						December 31, 2025
Assets
Current assets			$	74,112					$	59,860
Property, plant, and equipment, net			86,272						89,096
Intercompany accounts receivable from non-guarantor subsidiaries, net			619,099						680,039
Other long-term assets			76,033						71,839
Liabilities
Current liabilities			94,414						77,406
Long-term debt			531,676						554,029
Other long-term liabilities			296						2,922

Summarized Statement of Operations:

(Amounts in thousands)			Nine months ended
			September 30, 2026
Net sales			$	355,815
Gross profit			20,339
Loss from operations			(30,786)
Net loss			(48,345)

Liquidity Outlook

The Company believes it has sufficient liquidity to meet its anticipated cash requirements over the next 12 months. At September 30, 2026, the Company had $172.8 million of cash and cash equivalents, of which $155.3 million was held in foreign countries.

As of September 30, 2026, there were $133.0 million of borrowings outstanding under the Company's $225.0 million credit facility. Titan's availability under this credit facility may be less than $225.0 million as of any particular date, as a result of outstanding letters of credit and eligible accounts receivable and inventory balances at certain domestic and Canadian subsidiaries. Based on eligible accounts receivable and inventory balances, the Company's total amount available for borrowing under the credit facility at September 30, 2026 totaled $195.8 million. With outstanding letters of credit totaling $6.4 million and $133.0 million in borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility at September 30, 2026 totaled $56.4 million.

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TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

The Company expects full-year 2026 capital expenditures to range from approximately $35 million to $40 million. These capital expenditures are anticipated to be used primarily to continue to enhance the Company’s existing facilities and manufacturing capabilities and drive productivity gains, along with the purchase of new tools, dies and molds related to new product development.

Cash payments for interest are currently forecasted to between $16 million and $17 million for the remainder of 2026 based on September 30, 2026 debt balances and debt maturities. The forecasted interest payments are comprised primarily of the semi-annual interest payments totaling approximately $14 million to be paid in October 2026 for the 7.00% senior secured notes, and between $2 million and $3 million of payments on the Company's various credit facilities, which are variable dependent upon on the prevailing rates and outstanding debt levels within each month.

Cash and cash equivalents along with anticipated internal cash flows from operations and utilization of availability on global credit facilities, are expected to provide sufficient liquidity for working capital needs, debt maturities, and capital expenditures. Potential divestitures and unencumbered assets may also be a means to provide for future liquidity needs, including the anticipated proceeds from the recent announcement of the sale of ITM expected to close in January 2027.

CRITICAL ACCOUNTING ESTIMATES

There were no material changes in the Company’s Critical Accounting Estimates since the filing of the 2025 Form 10-K. As discussed in the 2025 Form 10-K, the preparation of the Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates, assumptions, and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates and assumptions.  Refer to Note 1, “Basis of Presentation and Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q, for a discussion of the Company’s updated accounting policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Titan is exposed to market risks, including changes in foreign currency exchange rates and interest rates, and commodity price fluctuations. Our exposure to market risk has not changed materially since December 31, 2025. For quantitative and qualitative disclosures about market risk, see Item 7A - Quantitative and Qualitative Disclosures About Market Risk included in the 2025 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Titan management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the Exchange Act)) as of September 30, 2026. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, Titan's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by Titan in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time frames specified in the SEC's rules and forms and accumulated and communicated to Titan management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the third quarter of fiscal year 2026 and that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject, from time to time, to certain legal proceedings and claims arising out of the normal course of its business, which cover a wide range of matters, including environmental issues, product liability, contracts, and labor and employment matters. See Note, 18 Litigation of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further discussion, which is incorporated herein by reference.

Item 1A. Risk Factors

Except for the additional risk factors set forth below, there have been no material changes from the risk factors disclosed in Item 1A. “Risk Factors” of the 2025 Form 10-K.

Geopolitical and military conflict have increased volatility in global economic conditions, which may impact our business.

Ongoing military conflicts, particularly the current military conflicts involving the United States, Israel and Iran, and heightened geopolitical tensions have contributed to increased volatility in global economic conditions, including disruptions to supply chains, fluctuations in commodity and energy prices, and increased transportation costs. While we do not have material operations in regions directly affected by active military conflict, these developments have had, and may continue to have, indirect effects on our business.

The ultimate impact of these conflicts remains uncertain and depends on factors beyond our control, including the duration and geographic scope of the conflicts, governmental responses such as sanctions or trade restrictions, and the effects on global financial markets. Prolonged or expanded military conflict could adversely affect customer demand, supplier availability, costs, and our results of operations or financial condition.

Given this factor, we are continuing to assess the potential impact of these military conflicts and increased geopolitical tensions on our business, financial condition and results of operations, which remains uncertain, given the fluid and changing nature of these events.

The proposed sale of ITM may not be completed on the anticipated terms or timing that we anticipate, and the Sale of the Undercarriage Business may not achieve the benefits that we anticipate.

We have entered into an agreement to sell ITM, which controls our undercarriage business. Completion of the Sale of the Undercarriage Business is subject to the satisfaction of customary closing conditions and other matters that may be outside of our control. Currently, we anticipate that the Sale of the Undercarriage Business will close in first quarter of 2027. However, there can be no assurance that the Sale of the Undercarriage Business will be completed within this anticipated time frame or on the terms we expect, including generating the level of cash proceeds that we currently expect.

The pending nature of the Sale of the Undercarriage Business may disrupt ITM’s business and relationships with customers, suppliers and employees, divert management attention and other resources from our ongoing operations, and result in transaction-related costs, regardless of whether the transaction is completed. In addition, our expectations regarding the financial and strategic effects of the transaction are based on estimates and assumptions that are subject to risks and uncertainties, and actual results may differ materially from those anticipated. If the Sale of the Undercarriage Business is completed, we may not realize the anticipated benefits of the disposition and may retain certain obligations or liabilities associated with ITM following the sale. Any of these matters could adversely affect our business, financial condition and results of operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

We did not effect any stock repurchases during the three months ended September 30, 2026.

Refer to “Liquidity and Capital Resources” in Part I, Item 2 of this Form 10-Q for information on debt restrictions associated with payment of dividends.

Item 5. Other Information

Rule 10b5-1 Trading Plans Adopted by Officers and Directors in the Third Quarter

During the fiscal quarter ended September 30, 2026, Paul G. Reitz, President and Chief Executive Officer of the Company, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The trading arrangement was adopted on September 28, 2026, has a term beginning January 19, 2027 and ending October 13, 2027, and provides for the sale of up to 225,000 shares of the Company's common stock, subject to the terms and conditions set forth in the arrangement.

Other than the foregoing Rule 10b5-1 trading arrangement adopted by Mr. Reitz, none of our directors or officers as defined in Rule 16a-1 under the Exchange Act adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

10.12(s)*			Sale and Purchase Agreement, dated as of September 21, 2026, by and between Titan ITM Holding S.p.A., Titan Europe, and Usco, S.p.A.*
31.1			Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32			Certifications pursuant to Section 1350 of Chapter 63 of Title 18 U.S.C.
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			The cover page from this Current Report on Form 10-Q formatted as inline XBRL

(s) Incorporated by reference to Exhibit 2.1 contained in the Company’s Current Report on Form 8-K filed on September 25, 2026 (No. 1-12936).

* Exhibits and schedules omitted pursuant to Instruction 4 to Form 8-K and certain information has been excluded which is not material and the Company customarily and actually treats as private or confidential. The Company agrees to furnish supplementally to the Securities and Exchange Commission such omitted information upon its request.

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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, thereunto duly authorized.

TITAN INTERNATIONAL, INC.

(Registrant)

Date:			October 28, 2026			By:			/s/ PAUL G. REITZ
									Paul G. Reitz
									President and Chief Executive Officer
									(Principal Executive Officer)

			By:			/s/ TONY C. EHELI
						Tony C. Eheli
						SVP and Chief Financial Officer
						(Principal Financial Officer)

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