Titan International (NYSE: TWI) SVP reports tax withholding of vested shares

Rhea-AI Filing Summary

Titan International senior vice president and chief technology officer David A. Martin reported a routine tax-related share disposition. The company withheld 6,226 shares of common stock at $7.74 per share to cover tax obligations from vesting restricted stock. After this withholding, Martin directly holds 307,188 shares, including 85,000 restricted shares scheduled to vest in tranches through 2029.

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

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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^*

Martin David A

(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)
	SVP, CTO

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		F		6,226(1)	D	$7.74	307,188(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 85,000 shares of restricted stock which vest as follows: 43,333 on 3/10/2027; 28,333 on 3/10/2028; and 13,334 on 3/10/2029.

Remarks:

	David A. Martin	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Titan International (TWI) report for David A. Martin?

Titan International reported that SVP and CTO David A. Martin had 6,226 common shares withheld to cover tax obligations from vesting restricted stock. This is recorded as a tax-withholding disposition, not an open-market sale, under a Form 4 filing.

Was the Titan International (TWI) Form 4 a stock sale by the executive?

No, the Form 4 shows shares withheld to satisfy tax obligations, not a market sale. The company retained 6,226 shares of David A. Martin’s stock when his restricted stock vested, a common administrative step for covering income taxes.

How many Titan International (TWI) shares does David A. Martin hold after the transaction?

After the tax-withholding transaction, David A. Martin directly holds 307,188 Titan International common shares. This total includes both unrestricted shares and 85,000 restricted shares that are scheduled to vest over several future dates through March 2029.

What restricted stock vesting schedule is disclosed for Titan International (TWI) SVP David A. Martin?

The filing notes 85,000 shares of restricted stock for David A. Martin. These vest in tranches: 43,333 shares on March 10, 2027, 28,333 shares on March 10, 2028, and 13,334 shares on March 10, 2029, subject to applicable conditions.

At what price were Titan International (TWI) shares withheld for David A. Martin’s taxes?

The 6,226 shares of Titan International common stock withheld for David A. Martin’s tax obligations are valued at a transaction price of $7.74 per share. This price is used for reporting purposes in the Form 4 insider transaction disclosure.

Does the Titan International (TWI) Form 4 indicate any option exercises for David A. Martin?

The Form 4 does not show any option exercises. It only reports a tax-withholding disposition of 6,226 common shares related to the vesting of restricted stock, with no derivative securities listed as exercised in this particular filing.