Titan International agrees to sell ITM for about $207M
TWI expects up to approximately $285 million in total cash value, including dividends and a potential earnout, while closing remains subject to required approvals.
Rhea-AI Filing Summary
Titan International, Inc. (TWI) agreed to sell all outstanding equity interests of its wholly owned Italtractor ITM S.p.A. subsidiary to USCO S.p.A. for approximately $207 million in cash, plus the opportunity for up to approximately $6 million in earnout payments tied to ITM’s 2026 performance. Titan says the transaction is expected to provide up to approximately $285 million in total cash value, including dividends and expected closing adjustments. The purchase price is subject to adjustments for working capital, transaction expenses, cash and indebtedness.
Closing is expected early in January 2027, subject to required regulatory approvals and other conditions. Titan intends to use a portion of proceeds to reduce debt and strengthen its balance sheet, and expects to deploy capital toward future growth investments. The board and Audit Committee approved the transaction. Richard Cashin, a company director and One Equity Partners chairman, abstained from deliberations and decisions on the transaction; One Equity Partners affiliates hold a minority interest in USCO. Max Narancich, Chief Operating Officer - Titan Specialty, will resign effective October 9, 2026, and existing management will assume his responsibilities. Titan said his resignation was not the result of a disagreement.
Positive
- None.
Negative
- None.
Filing Explained
At closing, Titan or an affiliate is expected to provide USCO technology, financial and operational transition services for an unspecified period.
The agreed sale remains subject to closing conditions; its terms include a five-year restriction on Titan competing in the undercarriage component business in specified jurisdictions, with certain exclusions, plus customer and supplier non-solicit and employee non-hire obligations there during that period.
At closing, Titan or an affiliate is expected to provide USCO technology, financial and operational transition services for an unspecified period.
8-K Event Classification
4 items: 1.01, 5.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Initial purchase price: Approximately $207 million in cash
Earnout: Up to approximately $6 million
Expected closing adjustments: Approximately $23 million
+5 more
8 metrics
Initial purchase price
Approximately $207 million in cash
Sale of all outstanding equity interests of ITM
Earnout
Up to approximately $6 million
Based on ITM's achievement of specified performance criteria for 2026
Expected closing adjustments
Approximately $23 million
Expected additional cash value from adjustments based on ITM's net asset and financial position at closing
ITM dividends
$49 million
Includes $38 million received in recent years and $11 million expected before closing
Total cash value
Up to approximately $285 million
Expected from the transaction, including the potential earnout
Expected closing
Early January 2027
Subject to applicable closing conditions
Non-compete covenant
Five years
Applies in specified jurisdictions, with certain exclusions
Max Narancich resignation effective date
October 9, 2026
Chief Operating Officer - Titan Specialty
Key Terms
earnout payment, working capital, transition services agreement, non-compete covenant, +1 more
5 terms
earnout payment financial
"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.
working capital financial
"including for 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.
transition services agreement technical
"including a transition services agreement"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
non-compete covenant regulatory
"five-year non-compete covenant restricting the Company"
material adverse effect regulatory
"absence of a continuing material adverse effect with respect to ITM"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash value does TWI expect from the ITM sale?
Titan expects the transaction to provide up to approximately $285 million in total cash value, including the potential earnout. The stated components include an initial purchase price of approximately $207 million, up to approximately $6 million in earnout proceeds, approximately $23 million of expected additional cash value from closing adjustments, and $49 million in ITM dividends. The dividend amount includes $38 million received in recent years and $11 million expected before closing.
When is TWI's ITM sale expected to close, and what conditions apply?
Closing is expected early in January 2027, subject to the satisfaction or waiver of applicable closing conditions, including required antitrust and governmental foreign direct investment approvals. USCO’s obligation to close also depends on certain key employee retention conditions and the absence of a continuing material adverse effect with respect to ITM.
What restrictions apply to Titan after selling ITM?
The agreement includes a five-year non-compete covenant restricting Titan from competing in the undercarriage component business in specified jurisdictions, with certain exclusions. It also includes customer and supplier non-solicit and employee non-hire obligations in specified jurisdictions during the non-compete period.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2026
(Exact name of Registrant as specified in its Charter)
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Item 1.01 Entry into a Material Definitive Agreement
On September 21, 2026, wholly owned subsidiaries Titan ITM Holding S.p.A. and Titan Europe Limited (the “Sellers”) of Titan International, Inc., a Delaware corporation (the “Company”), entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to sell all of the outstanding equity interests of Italtractor ITM S.p.A. (“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 $207 million in cash, plus the opportunity to receive up to an approximately $6 million earnout payment based on ITM's achievement of specified performance criteria for 2026 (the “Purchase Price”). The purchase price is subject to certain adjustments specified in the Purchase Agreement, including for ITM and its subsidiaries’ working capital, transaction expenses, cash, and indebtedness as of the closing of the Transaction.
ITM is a global designer, manufacturer and service provider of undercarriage components and complete undercarriage solutions. The business serves original equipment and aftermarket customers across construction, mining, forestry, road-building, agricultural and other specialized applications through an international manufacturing, service and distribution network. ITM includes the following foreign entities: (i) 100% of the corporate capital of Titan Intertractor Gmbh, a company incorporated under the laws of Germany, (ii) 62.5% of the corporate capital of Titan ITM (Tianjin) Ltd, a company incorporated under the laws of the People’s Republic of China, (iii) 100% of the corporate capital of Intertractor America Corporation, a company incorporated under the laws of the State of Delaware, (iv) 99.03% of the corporate capital of ITM Latin America Industria de Pecas para Tratores Ltda, a company incorporated under the laws of Brazil, (v) 99.885% of the corporate capital of Pyrsa Piezas y Rodajes S.A., a company incorporated under the laws of Spain, (vi) 100% of the corporate capital of ITM Mining Pty Limited, a company incorporated under the laws of Australia, and (vii) 99.978% of the corporate capital of ITM Undercarriage Solutions (India) Private Limited, a company incorporated under the laws of India.
Each party’s obligation to consummate the Transaction is subject to certain closing conditions set forth in the Purchase Agreement, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its covenants, (iii) receipt of specified required antitrust and governmental foreign direct investment approvals, (iv) the absence of any law, order or other governmental action prohibiting consummation of the Transaction, and (v) with respect to Purchaser’s obligation to close, satisfaction of certain key employee retention conditions and the absence of a continuing material adverse effect with respect to ITM.
The Purchase Agreement also provides that the Sellers will indemnify the Purchaser for losses incurred as a result of breaches of Sellers’ representations, warranties, covenants and certain other matters. These indemnification obligations are subject to the limitations set forth in the Purchase Agreement.
The Transaction is currently expected to close in January 2027, subject to the satisfaction or waiver of the applicable closing conditions. Titan currently intends to use a portion of the transaction proceeds to reduce existing debt and strengthen its balance sheet. In future periods, the Company also expects to deploy capital toward key growth investments, including accretive acquisitions and strategic partnerships that expand Titan's capabilities, strengthen its market positions and support the Company's long-term transformation.
The Purchase Agreement contains representations, warranties, covenants, indemnification provisions and termination rights customary for a transaction of this nature. In addition, the parties have agreed to enter into certain transition arrangements at closing, including a transition services agreement under which the Company or one of its affiliates would be expected to provide certain technology, financial and operational transition services to the Purchaser for a certain amount of time following the closing of the Transaction. The Purchase Agreement contains a five-year non-compete covenant restricting the Company from competing in the undercarriage component business in specified jurisdictions with certain exclusions. In addition, the Company has also agreed to certain customer and supplier non-solicit and employee non-hire obligations in specified jurisdictions during the non-compete period.
The Purchase Agreement further provides for the payment of certain termination fees by Purchaser under specified circumstances set forth in the Purchase Agreement, including certain circumstances relating to the failure to obtain required regulatory approvals.
Affiliates of One Equity Partners, a middle market private equity firm, hold a minority ownership interest in the Purchaser. Richard Cashin, the Chairman of One Equity Partners, is a member of the Company’s Board of Directors. Mr. Cashin abstained from participating in any deliberations or decisions by the Company’s Board of Directors with respect to the proposed Transaction and Purchase Agreement. The Company’s Board of Directors and Audit Committee have approved the Transaction and the terms of the Purchase Agreement.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Purchaser, ITM or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants as characterizations of the actual state of facts or condition of the Company, Purchaser, ITM or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 21, 2026, Max Narancich notified Titan International, Inc. (the "Company") of his decision to resign from his position as Chief Operating Officer - Titan Specialty, effective October 9, 2026. Mr. Narancich's resignation was not the result of any disagreement with the Company regarding any matter relating to the Company's operations, policies, or practices. Mr. Narancich's responsibilities will be assumed by existing members of management.
Item 7.01 Regulation FD Disclosure.
On September 21, 2026, the Company and Purchaser issued a joint press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, among other things, statements regarding the anticipated timing of the closing of the Transaction, the expected benefits of the Transaction, the receipt of required regulatory approvals and the Company's plans for the use of proceeds from the Transaction.
Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of risks and uncertainties, including, among others: the possibility that required regulatory approvals may not be obtained on a timely basis or at all; the possibility that conditions to closing may not be satisfied; changes in the anticipated timing of the Transaction; business disruptions resulting from the pendency of the Transaction; the diversion of management’s attention from ongoing business operations; the reaction of customers, suppliers, employees and other business partners to the announcement or completion of the Transaction; and general economic, industry and market conditions.
Additional information regarding factors that could cause actual results to differ materially from those described in forward-looking statements can be found in the Company’s filings with the SEC, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by the risks identified under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and in subsequent filings with the SEC.
The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 2.1 | 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.* | |||||||
| 99.1 | Press Release issued by Titan International, Inc. on September 21, 2026. | |||||||
*Exhibits and schedules omitted pursuant to Instruction 4 to Form 8-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission (the “SEC”) such omitted information upon request of the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TITAN INTERNATIONAL, INC. | |||||
| (Registrant) | |||||
| Date: | September 25, 2026 | By: | /s/ Paul G. Reitz | ||||||||
| Paul G. Reitz | |||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
FOR IMMEDIATE RELEASE
Titan International Signs Definitive Agreement to Sell ITM Business to USCO S.p.A. | ||
Transaction expected to generate up to approximately $285 million in total cash value
WEST CHICAGO, ILLINOIS, September 21, 2026 - Titan International, Inc. (NYSE: TWI) ("Titan" or the "Company"), a leading global manufacturer of off-highway wheels, tires and undercarriage products, today announced that it has entered into a definitive agreement to sell its Italtractor ITM undercarriage business ("ITM") to USCO S.p.A. ("USCO").
Under the terms of the agreement, Titan will receive an initial purchase price of $207 million, plus the opportunity to receive an additional $6 million in earnout proceeds based on ITM's achievement of specified performance criteria for 2026. The transaction is also subject to customary adjustments based on ITM's specified net asset and financial position at closing, which Titan currently expects will provide approximately $23 million of additional cash value. In connection with the transaction, Titan has received or expects to receive $49 million in dividends from ITM, consisting of $38 million received in recent years and $11 million expected prior to closing. Taken together, these amounts are expected to provide Titan with up to approximately $285 million in total cash value, including the potential earnout.
For Titan, the transaction will allow the Company to sharpen its strategic focus on its core global wheel and tire operations serving the agricultural, construction and consumer markets. It will also significantly strengthen Titan's financial position and provide greater flexibility to invest behind the Company's highest-priority growth opportunities.
“It has been approximately ten (10) years since I left the President/CEO position to Paul Reitz and forty-three (43) years since Titan started with no employees and no sales. So, you might say I have seen a lot. The potential sale of ITM was first discussed with Titan’s Board of Directors over ten (10) years when Titan was approached with an offer of less than $100 million. The deal Paul and his team completed has required a lot of patience and I know I could not have gotten this deal done because I do not have that level of patience. This deal is good for Titan and good for USCO. TWI received a fair price, and USCO will now have a strong track manufacturing business with a good brand and great people.
Looking back a decade ago, the primary task for me was finding my replacement. Well, there is no doubt I chose the right man! Paul has led this team for over ten (10) years and done an excellent job. The last ten (10) years have been tough, but as President Trump said we are going into the Golden Age. India has been flooding our country with offroad tires and wheels using unfair practices as we have proven with the International Trade Commission. President Trump is focused on bringing back manufacturing to the USA, but it’s a difficult situation in our industry that requires people understanding real manufacturing of converting raw materials into finished products. I feel that the White House sometimes loses its way with financial people having too much of a say and not enough people that understand real manufacturing.
Our Board of Directors feels there are good opportunities out there to utilize the sale proceeds to explore the purchase of other businesses. TWI has a very bright future because of the depth of our product portfolio and manufacturing footprint. Titan is the world leader in both wheels and tires in the farm industry and let’s not forget the decades of investment we have made with technical engineering
Titan International, Inc. | Draft Press Release
and tooling into the large Ag wheels and tires that we produce. Our innovation pipeline of new products has been strong in recent years for farm, industrial and consumer products, and we have been achieving this at competitive cost levels for our customers at the same time.
I am inflating my own ego, because of what Paul and his team pulled off with this transaction and how good I feel that Titan is entering the Golden Age of manufacturing. Paul has also put a group in TWI to make a push into Defense business. Which could be very large for Titan in the next few years. I am betting most of you reading this did not know that TWI made the first aluminum wheels for auto/pickup in the early 90’s. Today 100% of vehicle/passenger wheels are made in China, India and Japan. That means all cars and pickups could be stopped without wheels in USA! 80 million wheels each year are imported. That is $8 Billion dollars each year in income. Yes, I believe the Golden years are ahead, and TWI has proven leadership in Paul Reitz and his team. As the Pointer Sisters song goes ‘I’m so excited’ – that’s me an old man.
The last acquisition that Titan made was the Carlstar Group Wheels & Tires. So far, it has proven to be a really good deal. I should also mention that over the last few years, TWI has bought back over $100 million shares of TWI Common Stock with its cash flow. Paul’s team has done an excellent job. I hope the Golden Age of Manufacturing comes to the USA for TWI has the capacity to easily double production in wheels and tires. There are very few in this world that could make that statement. Thank you for taking the time to read this note.
In conclusion, I want to thank Cecilia La Manna for her invaluable service and many contributions to ITM and Titan. I’ve known Cecilia for nearly 30 years, and I’ve watched her grow into an incredible global business leader. Her determination and commitment is a significant reason why ITM is the business that it is today. USCO is getting much more than a good business and plants, they are getting a strong management team. Cecilia and her team will continue to do great things for USCO and lead them well into a prosperous future.
If you are ever in Illinois – Quincy or Freeport; Tennessee - Union City or Clinton; Bryan, Ohio, Sao Paulo, Brazil, Kidderminster, UK; Meizhou, China and Finale Emilia (list locations), I invite you as a Shareholder to stop in and see how our products are made.
— Maurice M. Taylor, Jr., Chairman of Titan's Board of Directors
“This transaction is an important step forward in Titan's transformation. We have worked hard to reach an agreement that delivers strong value for Titan and provides ITM with an owner that understands the undercarriage business and is committed to its future. The transaction will allow Titan to focus our people, capital and resources on our core global wheel and tire operations while giving us the financial capacity to pursue accretive growth opportunities and reduce debt. This transaction helps Titan to reshape its portfolio, accelerate strategic investments, pursue transformative acquisitions and partnerships, and create long-term value for our shareholders.”
— Paul Reitz, President and Chief Executive Officer of Titan
The transaction represents an important strategic step for both organizations. As part of USCO, ITM will have the opportunity to build on its position as a global provider of undercarriage components and complete undercarriage solutions, with additional focus and resources to support long-term growth, customer service, product innovation and geographic expansion. ITM designs, manufactures and distributes undercarriage systems and components for construction, mining, forestry, road-building and agricultural applications through a global manufacturing and distribution network.
Titan currently intends to use a portion of the transaction proceeds to reduce existing debt and strengthen its balance sheet. In future periods, the Company also expects to deploy capital toward key growth investments, including accretive acquisitions and strategic partnerships that expand Titan's capabilities, strengthen its market positions and support the Company's long-term transformation.
The transaction is expected to close early in January 2027, subject to the satisfaction of customary closing conditions, including required regulatory approvals and other customary conditions. Until closing, ITM and Titan
Titan International, Inc. | Draft Press Release
will continue to operate in the ordinary course of business. The parties anticipate completion shortly following receipt of all required regulatory approvals.
Titan and ITM were advised by the law firm Gianni & Origoni on legal matters and by Poggi & Associati on tax matters. USCO has been assisted by Eidos Partners as financial advisor, by the law firm Simmons+Simmons and by BDO and KPMG as due-diligence consultants
ITM is a global designer, manufacturer and service provider of undercarriage components and complete undercarriage solutions. The business serves original equipment and aftermarket customers across construction, mining, forestry, road-building, agricultural and other specialized applications through an international manufacturing, service and distribution network. ITM is also a pioneer in undercarriage sensor technology, including its TRUST ITM® monitoring solution.
About Titan International, Inc.
Titan International, Inc. (NYSE: TWI) is a leading global manufacturer and supplier of wheels, tires and undercarriage products for a wide variety of off-the-road equipment. Titan serves aftermarket dealers and original equipment manufacturers across the agricultural, earthmoving, mining, construction and consumer sectors.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the expected closing of the transaction, the anticipated purchase-price adjustments and earnout payment, the total value expected to be realized by Titan, the intended use of proceeds, debt reduction, potential acquisitions and partnerships, future investments, and the expected benefits of the transaction to Titan and ITM. These statements are based on Titan's current expectations and are subject to risks and uncertainties that could cause actual outcomes to differ materially.
These risks and uncertainties include, among others, the ability to obtain required regulatory approvals and satisfy other closing conditions; the timing or failure of the transaction to close; changes in ITM's net financial or asset position; ITM's ability to achieve the performance criteria associated with the earnout; foreign-exchange-rate fluctuations; Titan's ability to reduce debt or identify and complete attractive acquisitions, partnerships or investments; and other risks described in Titan's filings with the Securities and Exchange Commission. Titan undertakes no obligation to update any forward-looking statement except as required by law.
Exchange-rate note: U.S. dollar amounts are approximate and were translated using an exchange rate of €1.00 to $1.148 as of September 18, 2026.
Titan International, Inc. | Draft Press Release