Large holder trims Titan International (NYSE: TWI) stake via share sale

Rhea-AI Filing Summary

AIPCT Intermediate Holdings I LLC, a ten percent owner of Titan International, reported an open-market sale of 3,041,288 shares of common stock at $8.95 per share. Following this transaction, it indirectly held 8,880,478 shares of Titan International common stock.

According to the footnotes, the shares are held directly by AIPCT Intermediate Holdings I LLC, with AIPCT Holdings LLC as its sole manager. Any voting or dispositive action regarding these shares requires a unanimous vote of three directors of AIPCF V (Cayman), Ltd., who collectively may be deemed to share power over the shares but disclaim beneficial ownership except for any pecuniary interest.

Insights

Equity ownership and governance analyst

AIPCT-related entities reported a large open-market sale of Titan International shares.

The filing shows AIPCT Intermediate Holdings I LLC executed an open-market sale of 3,041,288 Titan International common shares at $8.95 per share. After this transaction, the entity still indirectly held 8,880,478 shares, so it remains a significant shareholder.

Control over voting and dispositive decisions for these shares rests with three directors of AIPCF V (Cayman), Ltd., acting unanimously. The directors and related entities expressly disclaim beneficial ownership beyond any pecuniary interest, which frames this as a transaction by an investment vehicle rather than by individual insiders.

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^*

AIPCT Holdings LLC

(Last) (First) (Middle)

C/O AMERICAN INDUSTRIAL PARTNERS

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK NY 10017

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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

	Form filed by One Reporting Person
X	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	03/04/2026		S		3,041,288	D	$8.95	8,880,478	I	See footnote(1)(2)(3)(4)

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

1. Name and Address of Reporting Person^*

AIPCT Holdings LLC

(Last) (First) (Middle)

C/O AMERICAN INDUSTRIAL PARTNERS

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AIPCT Intermediate Holdings I LLC

(Last) (First) (Middle)

C/O AMERICAN INDUSTRIAL PARTNERS

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This statement is being filed by AIPCT Intermediate Holdings I LLC (f/k/a Carlstar Intermediate Holdings I LLC) ("Intermediate") and AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) ("Holdings" and, together with Intermediate, the "Reporting Persons") to report shares of common stock held directly by Intermediate. Holdings is the sole manager of Intermediate.

2. Each of (i) AIPCF V AIV C, LP, the indirect majority owner of Holdings, (ii) AIPCF V (Cayman), L.P., the general partner of AIPCF V AIV C, LP, and (iii) AIPCF V (Cayman), Ltd., the general partner of AIPCF V (Cayman), L.P., will be added as Reporting Persons once their EDGAR accounts are reactivated.

3. Any action taken with respect to these shares of common stock held directly by Intermediate, including voting and dispositive decisions, requires a unanimous vote of the three directors of AIPCF V (Cayman), Ltd. Accordingly, the directors of AIPCF V (Cayman), Ltd. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held directly by Intermediate, but disclaim beneficial ownership of the shares of Common Stock held directly by Intermediate, except to the extent of any pecuniary interest therein. The filing of this statement is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.

4. The Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

	/s/ Joel Rotroff, President of AIPCT Holdings LLC	03/06/2026
	/s/ Joel Rotroff, President of AIPCT Intermediate Holdings I LLC	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did AIPCT entities report in Titan International (TWI)?

AIPCT Intermediate Holdings I LLC reported selling 3,041,288 Titan International common shares in an open-market transaction at $8.95 per share. This was disclosed on a Form 4 and reflects trading activity by a significant shareholder associated with AIPCT-related investment entities.

How many Titan International (TWI) shares does AIPCT Intermediate Holdings hold after the sale?

After the reported sale, AIPCT Intermediate Holdings I LLC indirectly held 8,880,478 Titan International common shares. This indicates that, despite the sizable disposition, the AIPCT-related entity continues to own a substantial position in Titan International through this investment vehicle.

Who controls voting and dispositive power over the Titan International (TWI) shares sold?

Voting and dispositive actions for the Titan International shares held by AIPCT Intermediate Holdings I LLC require a unanimous vote of three directors of AIPCF V (Cayman), Ltd. These directors may be deemed to share power but disclaim beneficial ownership except for any pecuniary interest.

Are the AIPCT reporting persons considered a group in relation to Titan International (TWI)?

The reporting persons explicitly disclaim status as a “group” under Rule 13d-5 of the Exchange Act. They also state that filing the Form 4 does not constitute an admission of group status or beneficial ownership beyond shares in which they have a pecuniary interest.

Which entities are identified as reporting persons in the Titan International (TWI) Form 4?

The Form 4 lists AIPCT Intermediate Holdings I LLC and AIPCT Holdings LLC as reporting persons. Footnotes explain that additional AIPCF V-related entities will be added as reporting persons once their EDGAR accounts are reactivated, reflecting the broader investment structure behind the share ownership.

What type of transaction code appears on the Titan International (TWI) Form 4?

The transaction is coded “S,” indicating a sale in the open market or a private transaction. The filing further classifies it as an open-market sale of common stock, aligning with the reported per-share price of $8.95 for 3,041,288 shares.