Titan COO Narancich Maintains Strong Position with 51,539 Shares After Tax Settlement

Rhea-AI Filing Summary

Max Narancich, Chief Operating Officer of Carlstar at Titan International (TWI), reported insider trading activity on June 20, 2025. The transaction involved the disposition of 1,461 shares of common stock at a price of $9.325 per share through a tax withholding transaction (Code F) related to the vesting of restricted stock.

Following the transaction, Narancich holds 51,539 shares directly, including 47,000 restricted stock shares with the following vesting schedule:

• 11,666 shares vesting on March 10, 2026
• 6,000 shares vesting on June 20, 2026
• 11,667 shares vesting on March 10, 2027
• 6,000 shares vesting on June 20, 2027
• 11,667 shares vesting on March 10, 2028

This Form 4 filing represents a routine transaction where shares were withheld by the company to cover tax obligations from vesting restricted stock, rather than an open market sale by the insider.

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

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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^*

NARANCICH MAX

(Last) (First) (Middle)

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)
	COO, Carlstar

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		F		1,461(1)	D	$9.325	51,539(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. Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

2. Includes 47,000 shares of restricted stock which vest as follows: 11,666 on 3/10/26, 6,000 on 6/20/26, 11,667 on 3/10/27, 6,000 on 6/20/27; and 11,667 on 3/10/28.

Remarks:

	/s/ Max R. Narancich	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 COO Max Narancich sell on June 20, 2025?

On June 20, 2025, Max Narancich had 1,461 shares withheld by TWI for tax purposes in connection with the vesting of restricted stock. This was not a direct sale, but rather shares withheld at a price of $9.325 per share to satisfy tax withholding obligations.

What is Max Narancich's current position at TWI?

Max Narancich serves as the Chief Operating Officer (COO) of Carlstar at Titan International Inc (TWI), as indicated in the Form 4 filing.

How many TWI shares does Max Narancich own after the June 20, 2025 transaction?

Following the transaction, Max Narancich beneficially owns 51,539 shares directly. This includes 47,000 restricted stock shares subject to future vesting schedules.

What is the vesting schedule for TWI COO Narancich's restricted stock?

The 47,000 restricted shares vest as follows: 11,666 shares on March 10, 2026; 6,000 shares on June 20, 2026; 11,667 shares on March 10, 2027; 6,000 shares on June 20, 2027; and 11,667 shares on March 10, 2028.

What was the price per share for TWI's tax withholding transaction on June 20, 2025?

The tax withholding transaction was executed at a price of $9.325 per share for the 1,461 shares withheld by TWI.