0000899751False00008997512024-03-142024-03-14

    

Washington, D.C. 20549

Date of Report (Date of earliest event reported): March 14, 2024

(Exact name of Registrant as specified in its Charter)

(Address of principal executive offices, including Zip Code)

(630) 377-0486

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Securities registered pursuant to Section 12(b) of the Act:

On March 14, 2024, Titan International, Inc. (the “Company”) notified Grant Thornton LLP (“Grant Thornton”) that it was dismissing Grant Thornton as the Company’s independent registered public accounting firm. The decision to dismiss Grant Thornton was approved by the Company’s Audit Committee and by the Company’s Board of Directors.

Grant Thornton’s report on the Company’s financial statements in each of the past two years contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2023 and 2022 and through the date hereof there have not been any: (i) disagreements (as defined in Item 304 of Regulation S-K) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements; or (ii) reportable events (as defined in Item 304 of Regulation S-K).

The Company provided Grant Thornton with a copy of this Current Report on Form 8-K (the “Report”) prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Grant Thornton furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of Grant Thornton’s letter dated March 19, 2024 is filed as Exhibit 16.1 hereto.

On March 19, 2024, the Company engaged BDO USA, P.C. (“BDO”) as its new independent registered accounting firm, as approved by the Company’s Audit Committee and ratified by the Board of Directors. During the two most recent fiscal years ended December 31, 2023 and 2022, and during the interim period through March 19, 2024, neither the Company nor anyone acting on its behalf consulted with BDO regarding any matters that would require disclosure under Item 304(a)(2)(i) or (ii) of Regulation S-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.