Major Titan International (TWI) holder keeps 18.6% stake as director exits board

Rhea-AI Filing Summary

Titan International has a major shareholder group led by American Industrial Partners entities reporting beneficial ownership of 11,921,766 shares of common stock, representing 18.6% of the company, based on 63,951,494 shares outstanding as of October 23, 2025.

The amendment also notes that Carlstar entities have been renamed AIPCT Holdings LLC and AIPCT Intermediate Holdings I LLC, which directly holds the shares. On February 9, 2026, Mr. Marvin resigned from Titan International’s board and all committees, with the filing stating his resignation was not due to any disagreement over operations, policies or practices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TITAN INTERNATIONAL INC

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88830M102

(CUSIP Number)

Joel M. Rotroff
American Industrial Partners, 450 Lexington Avenue, 40th Floor
New York, NY, 10017
(212) 627-2360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88830M102

1

Name of reporting person

AIPCF V (Cayman), Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,921,766.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,921,766.00

11

Aggregate amount beneficially owned by each reporting person

11,921,766.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 11,921,766 shares of Common Stock (as defined herein) held directly by AIPCT Intermediate Holdings I LLC ("Intermediate", f/k/a Carlstar Intermediate Holdings I LLC). AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole owner of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P. Any action by AIPCF V (Cayman), Ltd. 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 Reporting Persons (as defined herein) disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 63,951,494 shares of Common Stock outstanding as of October 23, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 88830M102

1

Name of reporting person

AIPCF V (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,921,766.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,921,766.00

11

Aggregate amount beneficially owned by each reporting person

11,921,766.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 11,921,766 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole owner of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P. Any action by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 63,951,494 shares of Common Stock outstanding as of October 23, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 88830M102

1

Name of reporting person

AIPCF V AIV C, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,921,766.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,921,766.00

11

Aggregate amount beneficially owned by each reporting person

11,921,766.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 11,921,766 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole owner of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P. Any action by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 63,951,494 shares of Common Stock outstanding as of October 23, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 88830M102

1

Name of reporting person

AIPCT Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,921,766.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,921,766.00

11

Aggregate amount beneficially owned by each reporting person

11,921,766.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 11,921,766 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole owner of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P. Any action by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 63,951,494 shares of Common Stock outstanding as of October 23, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 88830M102

1

Name of reporting person

AIPCT Intermediate Holdings I LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,921,766.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,921,766.00

11

Aggregate amount beneficially owned by each reporting person

11,921,766.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 11,921,766 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole owner of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P. Any action by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2.The percentage in row 13 is based on 63,951,494 shares of Common Stock outstanding as of October 23, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: TITAN INTERNATIONAL INC
(c)	Address of Issuer's Principal Executive Offices: 1525 Kautz Road, Suite 600, West Chicago, ILLINOIS , 60185.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission on March 7, 2024 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). All capitalized terms contained herein and not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	(a) Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows: Since the filing of the Original Schedule 13D, Carlstar Holdings LLC has been renamed AIPCT Holdings LLC, and Carlstar Intermediate Holdings I LLC has been renamed AIPCT Intermediate Holdings I LLC.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended by replacing the third paragraph of the Original Schedule 13D with the following: On February 9, 2026, Mr. Marvin, one of the directors of AIPCF V (Cayman), Ltd., tendered his resignation from the Board of Directors, and all committees thereof, of the Issuer, effective as of February 9, 2026. This resignation is not as a result of any disagreement between Mr. Marvin and the Issuer, on any matter relating to the Issuer's operations, policies or practices. Except as otherwise set forth in this Item 4 or as described in Item 6, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AIPCF V (Cayman), Ltd.

Signature:	/s/ Stanley Edme
Name/Title:	Stanley Edme, Vice President
Date:	02/11/2026

AIPCF V (Cayman), L.P.

Signature:	/s/ Stanley Edme
Name/Title:	Stanley Edme, Vice President of AIPCF V (Cayman), Ltd., its general partner
Date:	02/11/2026

AIPCF V AIV C, LP

Signature:	/s/ Stanley Edme
Name/Title:	Stanley Edme, Vice President of AIPCF V (Cayman), Ltd., general partner of AIPCF V (Cayman), L.P., its general partner
Date:	02/11/2026

AIPCT Holdings LLC

Signature:	/s/ Joel Rotroff
Name/Title:	Joel Rotroff, President
Date:	02/11/2026

AIPCT Intermediate Holdings I LLC

Signature:	/s/ Joel Rotroff
Name/Title:	Joel Rotroff, President
Date:	02/11/2026

FAQ

What ownership stake in Titan International (TWI) is reported in this Schedule 13D/A?

The reporting group discloses beneficial ownership of 11,921,766 Titan International common shares, representing 18.6% of the outstanding stock, based on 63,951,494 shares outstanding as of October 23, 2025, as reported in the company’s Form 10-Q filed November 6, 2025.

Who holds the Titan International (TWI) shares reported in this Schedule 13D/A?

The 11,921,766 Titan International shares are held directly by AIPCT Intermediate Holdings I LLC. That entity is wholly owned by AIPCT Holdings LLC, with upstream ownership and control by AIPCF V AIV C, L.P. and related Cayman entities affiliated with American Industrial Partners.

What director change at Titan International (TWI) is disclosed in this Schedule 13D/A amendment?

The amendment states that on February 9, 2026, Mr. Marvin, a director of AIPCF V (Cayman), Ltd., resigned from Titan International’s board and all its committees, effective that day. It explicitly notes the resignation was not due to any disagreement with the company.

Why was this Schedule 13D/A amendment filed for Titan International (TWI)?

The amendment updates prior disclosures by reflecting name changes from Carlstar Holdings entities to AIPCT Holdings entities and revising the purpose-of-transaction section to describe Mr. Marvin’s February 9, 2026 board resignation, while keeping the previously reported ownership structure and share amounts unchanged.

How is voting and dispositive power over Titan International (TWI) shares structured in this filing?

The reporting persons show shared voting and dispositive power over 11,921,766 Titan International shares and no sole power. Decisions by AIPCF V (Cayman), Ltd. regarding these shares require a unanimous vote of its three directors, who disclaim beneficial ownership except for any pecuniary interest.

Do the reporting persons claim group status in this Titan International (TWI) Schedule 13D/A?

The filing states that the reporting persons disclaim status as a “group” under Rule 13d-5. While they report shared voting and dispositive power through the ownership chain, they expressly deny being treated as a group for beneficial ownership purposes beyond any pecuniary interests.