Titan International Insider Offloads 25K Shares, Retains 45K Stake

Rhea-AI Filing Summary

Form 4 highlights for Titan International (TWI): VP & Chief Accounting Officer Anthony Eheli sold 25,000 common shares on 06/20/2025 under transaction code S (sale). The weighted-average price was $9.24, with individual trades executed between $9.14 and $9.33.

After the sale, Eheli’s direct beneficial ownership stands at 45,276 shares, of which 43,334 are unvested restricted shares scheduled to vest 14,166 on 03/10/2026, 6,667 on 03/14/2026, 14,167 on 03/10/2027, and 8,334 on 03/10/2028. No derivative securities were reported.

The disposal represents roughly one-third of Eheli’s pre-transaction stake and generated proceeds of about $231k. No 10b5-1 trading plan box is ticked, suggesting the sale was not executed under a pre-arranged plan. There are no indications of additional insider sales or purchases by other executives in this filing.

Positive

• Officer retains 45,276 shares post-sale, including 43,334 time-vested restricted shares, indicating continued long-term equity alignment.

Negative

• Sale of 25,000 shares (≈36% of prior holdings) by a senior accounting executive could be perceived as reduced confidence in near-term share price.

Insights

Securities Analyst

TL;DR: Mid-level insider sells 25k TWI shares; modest dollar amount, limited strategic signal.

The transaction equals roughly 36% of the officer’s prior holdings, worth about $0.23 million—immaterial versus Titan International’s market capitalization. Because Eheli retains 45k shares, mostly restricted, alignment with shareholders remains. No derivatives were exercised and no 10b5-1 plan is cited, so timing is discretionary. Historically, single Form 4 sales of this size have had little predictive value for TWI’s share performance. I therefore view the market impact as neutral.

Corporate Governance Expert

TL;DR: Discretionary sale without 10b5-1 plan raises slight governance flag, but scale is minor.

Unplanned insider disposals can occasionally precede negative news, yet the amount sold is small relative to both the executive’s residual stake and Titan’s float. Retention of significant restricted stock implies continued long-term commitment. From a governance perspective, transparency is adequate—weighted-average pricing and vesting schedules are fully disclosed—but the absence of a trading plan marginally elevates perception risk. Overall signal skews mildly negative but is unlikely to force board or investor action.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eheli Anthony

(Last) (First) (Middle)

C/O TITAN INTERNATIONAL, INC.

1525 KAUTZ ROAD, SUITE 600

(Street)

WEST CHICAGO IL 60185

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TITAN INTERNATIONAL INC [ TWI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	06/20/2025		S		25,000(1)	D	$9.24	45,276(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.14 to $9.33, inclusive.

2. Includes 43,334 shares of restricted stock which vest as follows: 14,166 on 3/10/26; 6,667 on 3/14/26; 14,167 on 3/10/27; and 8,334 on 3/10/28.

Remarks:

	/s/ Anthony Eheli	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many TWI shares did VP & CAO Anthony Eheli sell?

He sold 25,000 common shares on 06/20/2025.

At what price were the TWI shares sold?

The weighted-average sale price was $9.24, within a $9.14–$9.33 range.

How many Titan International shares does the insider still own?

After the sale, Eheli directly owns 45,276 shares.

Were any derivative securities involved in this Form 4 filing for TWI?

No. Table II shows zero derivative transactions.

Is the sale part of a 10b5-1 trading plan?

The 10b5-1 checkbox is not marked, so the sale appears discretionary.

What is the vesting schedule for Eheli’s restricted TWI stock?

43,334 shares vest: 14,166 on 03/10/2026; 6,667 on 03/14/2026; 14,167 on 03/10/2027; 8,334 on 03/10/2028.