Large Titan International (NYSE: TWI) holder trims stake with 3.0M-share sale

Rhea-AI Filing Summary

Titan International Inc. received an updated ownership filing from American Industrial Partners–affiliated entities. On March 4, 2026, AIPCT Intermediate Holdings I LLC sold 3,041,288 shares of common stock at $8.95 per share in a Rule 144 transaction.

After this sale, the reporting entities may be deemed to beneficially own 8,880,478 Titan International common shares, representing about 13.9% of the company’s outstanding 64,024,055 shares as of February 18, 2026. Voting and dispositive power over these shares is shared among the AIP-affiliated entities, which also disclaim group status and certain beneficial ownership.

Insights

Equity ownership and governance analyst

Large private equity holder trims Titan stake but remains a major shareholder.

The filing shows AIPCT Intermediate Holdings I LLC, tied to American Industrial Partners, sold $8.95-priced shares totaling 3,041,288 on March 4, 2026 under Rule 144. This is a secondary sale, so proceeds go to the selling holder rather than Titan International.

Following the transaction, AIP-affiliated entities may be deemed to beneficially own 8,880,478 shares, or about 13.9% of Titan’s common stock, based on 64,024,055 shares outstanding as of February 18, 2026. They report shared voting and dispositive power and expressly disclaim both group status and broader beneficial ownership beyond any pecuniary interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

TITAN INTERNATIONAL INC

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

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)

03/04/2026

(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 Number(s):

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 8,880,478.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,880,478.00

11

Aggregate amount beneficially owned by each reporting person

8,880,478.00

12

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

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 8,880,478 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 manager 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 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.

SCHEDULE 13D

CUSIP Number(s):

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 8,880,478.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,880,478.00

11

Aggregate amount beneficially owned by each reporting person

8,880,478.00

12

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

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager 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 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.

SCHEDULE 13D

CUSIP Number(s):

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 8,880,478.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,880,478.00

11

Aggregate amount beneficially owned by each reporting person

8,880,478.00

12

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

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager 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 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.

SCHEDULE 13D

CUSIP Number(s):

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 8,880,478.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,880,478.00

11

Aggregate amount beneficially owned by each reporting person

8,880,478.00

12

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

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager 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 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.

SCHEDULE 13D

CUSIP Number(s):

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 8,880,478.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,880,478.00

11

Aggregate amount beneficially owned by each reporting person

8,880,478.00

12

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

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager 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 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.

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. 2 to Schedule 13D ("Amendment No. 2") 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 (the "SEC") on March 7, 2024, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 11, 2026 (the "Original Schedule 13D" and, together with this Amendment No. 2, the "Schedule 13D"). All capitalized terms contained herein and not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended by adding the following as the penultimate paragraph of Item 4 of the Original Schedule 13D with the following: On March 4, 2026, Intermediate sold 3,041,288 shares of the Issuer's common stock at a price of $8.95 pursuant to Rule 144.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows: Each of the Reporting Persons may be deemed to beneficially own an aggregate of 8,880,478 shares of Common Stock held directly by Intermediate. Such 8,880,478 shares of Common Stock represent approximately 13.9% of the shares of Common Stock outstanding, based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.
(b)	Each of the Reporting Persons may be deemed to have: sole voting power with respect to 0 shares of Common Stock; shared voting power with respect to 8,880,478 shares of Common Stock held directly by Intermediate; sole dispositive power with respect to 0 shares of Common Stock; and shared dispositive power with respect to 8,880,478 shares of Common Stock held directly by Intermediate.
(c)	On March 4, 2026, 3,041,288 shares of Common Stock held directly by Intermediate were sold through a broker at $8.95 per share. Except as set forth in this Amendment No. 2, the Reporting Persons have not effected any transactions with respect to the shares of Common Stock since the filing of Amendment No. 1 on February 11, 2026.

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:	03/06/2026

AIPCF V (Cayman), L.P.

Signature:	/s/ Stanley Edme
Name/Title:	Stanley Edme, Vice President of AIPCF V (Cayman), Ltd., its general partner
Date:	03/06/2026

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:	03/06/2026

AIPCT Holdings LLC

Signature:	/s/ Joel Rotroff
Name/Title:	Joel Rotroff, President
Date:	03/06/2026

AIPCT Intermediate Holdings I LLC

Signature:	/s/ Joel Rotroff
Name/Title:	Joel Rotroff, President
Date:	03/06/2026

FAQ

What change in ownership does the Titan International (TWI) filing report?

The filing reports that AIPCT Intermediate Holdings I LLC sold 3,041,288 Titan International shares on March 4, 2026 at $8.95 per share. After this sale, affiliated American Industrial Partners entities may be deemed to beneficially own 8,880,478 shares, or about 13.9% of Titan’s outstanding stock.

How many Titan International (TWI) shares do the reporting persons now beneficially own?

The reporting persons may be deemed to beneficially own 8,880,478 shares of Titan International common stock, all held directly by AIPCT Intermediate Holdings I LLC. This stake represents approximately 13.9% of Titan’s 64,024,055 outstanding shares, based on figures from the company’s February 2026 Form 10-K.

What percentage of Titan International (TWI) does American Industrial Partners control after the sale?

After the reported sale, American Industrial Partners–affiliated reporting persons may be deemed to beneficially own about 13.9% of Titan International’s common stock. This percentage is calculated from 8,880,478 shares relative to 64,024,055 shares outstanding as of February 18, 2026, per Titan’s Form 10-K.

What transaction in Titan International (TWI) stock occurred on March 4, 2026?

On March 4, 2026, AIPCT Intermediate Holdings I LLC sold 3,041,288 shares of Titan International common stock through a broker at $8.95 per share. The sale was conducted pursuant to Rule 144, which governs resales of restricted and control securities in the public market.

Who are the reporting persons in the Titan International (TWI) Schedule 13D/A amendment?

The reporting persons are AIPCF V (Cayman), Ltd., AIPCF V (Cayman), L.P., AIPCF V AIV C, LP, AIPCT Holdings LLC, and AIPCT Intermediate Holdings I LLC. These American Industrial Partners–affiliated entities share voting and dispositive power over 8,880,478 Titan International shares held directly by Intermediate.

Do the American Industrial Partners entities report acting as a group in Titan International (TWI)?

The filing states that the reporting persons expressly disclaim status as a “group” under Rule 13d-5 of the Exchange Act. They also note that directors of AIPCF V (Cayman), Ltd. may share voting and dispositive power but disclaim beneficial ownership except to the extent of any pecuniary interest.