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Washington, D.C.  20549

For the Quarterly Period Ended: March 31, 2026

or

Commission file number 1-12936

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(Address of principal executive offices)

(I.R.S. Employer Identification No.)

(Zip Code)

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☑

As of April 22, 2026, there were 64,371,960 shares of Titan International, Inc. common stock, $0.0001 par value, outstanding.

 

									Three months ended
									March 31,
															2026						2025
Net sales															$	505,073					$	490,708
Cost of sales															433,624						422,064
Gross profit															71,449						68,644
Selling, general, and administrative expenses															52,398						49,855
Research and development expenses															5,284						4,544
Royalty expense															2,410						2,446
Restructuring and impairment expenses															25,142						—
(Loss) income from operations															(13,785)						11,799
Interest expense															(9,887)						(9,535)
Interest income															2,199						2,239
Foreign exchange gain (loss)															910						(1,385)
Other income															946						1,134
(Loss) income before income taxes															(19,617)						4,252
Provision for income taxes															4,633						4,230
Net (loss) income															(24,250)						22
Net (loss) income attributable to noncontrolling interests															(36)						671
Net loss attributable to Titan and applicable to common shareholders															$	(24,214)					$	(649)
Loss per common share:
Basic															$	(0.38)					$	(0.01)
Diluted															$	(0.38)					$	(0.01)
Average common shares and equivalents outstanding:
Basic															64,072						63,283
Diluted															64,072						63,283

 

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated interim financial statements include the accounts of Titan International, Inc. and its subsidiaries (Titan, the Company or we) and have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position and the results of operations and cash flows for the periods presented, and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the 2025 Form 10-K). All intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates. The Company’s results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

The Company’s financial assets measured at fair value on a recurring basis include investments in money market funds of $23.2 million as of March 31, 2026 and $0.2 million as of December 31, 2025, which are Level 1 fair value measurements as the Company uses quoted market prices. Cash and cash equivalents are carried at cost, which approximates fair value because of the short-term maturities of these instruments. The Company’s revolving credit facility and notes payable are carried at cost, which approximates fair value due to their short terms or stated rates, which are considered Level 2 fair value measurements.  Our 7.00% senior secured notes due 2028 were carried at a cost of $398.2 million at March 31, 2026 and $398.0 million at December 31, 2025. The fair value of the senior secured notes due 2028, as determined with the assistance of an independent pricing platform using real-time trade data, was approximately $398.3 million and $401.5 million, at March 31, 2026 and December 31, 2025, respectively, which was determined to be a Level 2 fair value measurement.

In July 2018 and March 2022, the three-year cumulative rate of inflation for consumer prices and wholesale prices reached a level in excess of 100% for Argentina and Turkey, respectively. As a result, in accordance with Accounting Standards Codification (ASC) Topic 830, Foreign Currency Matters, Argentina and Turkey were considered hyperinflationary economies and the Company has applied the standard since December 31, 2023.

For the three months ended March 31, 2026 and 2025, the Company recognized a net monetary loss of $0.2 million and $1.1 million, respectively, recorded in foreign exchange loss in the consolidated statements of operations associated with the application of ASC 830.

In February 2022, in response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, announced targeted economic sanctions on Russia, certain Russian citizens and enterprises. The continuation of the conflict triggered additional economic and other sanctions enacted by the United States and other countries throughout the world. The scope of potential additional sanctions is unknown.

The Company currently owns 64.3% of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represented approximately 7% of consolidated assets of Titan as of both March 31, 2026 and December 31, 2025. The Russian operations represented 3% and 4% of consolidated global sales for the three months ended March 31, 2026 and 2025, respectively.

The military conflict between Russia and Ukraine has not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on the business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations.

Ongoing geopolitical tensions in the Middle East, including the military conflict involving Iran, have contributed to increased volatility in global markets. During the three months ended March 31, 2026, these conditions have not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on the business including higher freight and energy‑related costs and increased foreign currency volatility.

A subsidiary of Titan participates in supplier financing programs pursuant to credit agreements between certain suppliers and financial institutions. The program enables those suppliers to receive payments from participating financial institutions prior to the payment date specified in the terms between Titan and the supplier. Titan does not incur annual service fees associated with its enrollment in the supplier financing program. The transactions are at the sole discretion of both the suppliers and the financial institution, and Titan is not a party to the agreement and has no economic interest in the supplier's decision to receive payment prior to the payment date. The terms between Titan and a supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the program. Amounts due to suppliers who participate in the program are included in the accounts payable line item in Titan's consolidated balance sheets, and Titan’s payments made under the program are reflected in cash flows from operating activities in Titan's consolidated statements of cash flows. For suppliers who participate in a supplier financing program, Titan will pay the financial institution directly rather than the supplier. The confirmed obligations under the supplier financing programs included in the accounts payable line item in Titan's consolidated balance sheet were $18.9 million at March 31, 2026, and $12.8 million at December 31, 2025.

In November 2024, FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional disclosure about the specific expense categories in the notes to financial statements for interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements but affect where this information appears in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

In September 2025, FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software", aimed at making it simpler and more consistent for businesses to track and disclose expenses related to software they build for their own operations. The guidance moves away from strict, phase-by-phase cost tracking, opting instead for a more flexible, modern approach that better reflects today’s software development. This ASU allows for capitalizing software costs once two conditions are met: the company’s management has approved and committed to funding the project, and it is likely the project will be finished, and the software will work as intended. This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively, retrospectively or modified. We are currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

Accounts receivable consisted of the following (amounts in thousands):

Accounts receivable is reduced by an estimated allowance for credit losses which is based on known risks and historical losses.

Changes in the allowance for credit losses during the three months ended March 31, 2026 and 2025, respectively, consisted of the following (amounts in thousands):

Inventories consisted of the following (amounts in thousands):

Inventories are reduced by estimated provisions for slow-moving and obsolete inventory. These provisions reduce the cost basis of the asset.

Property, plant and equipment, net consisted of the following (amounts in thousands):

(1) During the three months ended March 31, 2026, the Company recorded asset impairment charges of $8.8 million related to the planned closure of its Jackson manufacturing facility. Refer to Note 13.

Depreciation on property, plant and equipment was $15.9 million and $14.1 million for the three months ended March 31, 2026 and 2025, respectively.

The components of intangible assets, net consisted of the following (amounts in thousands):

Amortization related to intangible assets was $0.3 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.

The estimated aggregate amortization expense at March 31, 2026, for each of the years (or other periods) set forth below was as follows (amounts in thousands):

Other current liabilities consisted of the following (amounts in thousands):

(1) We received government subsidies in 2023 associated with capital expenditure investments in technological and digital innovation in Europe. The amount of the government subsidies is used to offset existing payables to governmental entities in the future. In addition, during August 2014, we received an approximately $17.0 million capital grant from the Italian government for asset damages related to the earthquake that occurred in May 2012 at one of our Italian subsidiaries. The grant was recorded as deferred income in non-current liabilities which is being amortized over the life of the reconstructed building. There are no specific stipulations associated with the government grant.

Changes in the warranty liability during the three months ended March 31, 2026 and 2025, respectively, consisted of the following (amounts in thousands):

We provide limited warranties on workmanship on our products in all market segments.  The majority of our products are subject to a limited warranty that ranges between less than one year and ten years, with certain product warranties being prorated after the first year.  We calculate a provision for warranty expense based on past warranty experience.  Warranty accruals are included as a component of other current liabilities and other long-term liabilities on the condensed consolidated balance sheets.

Long-term debt consisted of the following (amounts in thousands):

The weighted average interest rates on short-term borrowings due within one year at March 31, 2026 and December 31, 2025, were approximately 4.5% and 3.9%, respectively.

Aggregate principal maturities of debt at March 31, 2026 for each of the years (or other periods) set forth below were as follows (amounts in thousands):

On April 22, 2021, we issued $400 million aggregate principal amount of 7.00% senior secured notes due April 2028 (the senior secured notes due 2028), guaranteed by certain of our subsidiaries. Including the impact of debt issuance costs, these notes had an effective yield of 7.27% at issuance. These notes are secured by the land and buildings of the following of our subsidiaries: Titan Wheel Corporation of Illinois, Titan Tire Corporation, Titan Tire Corporation of Freeport, and Titan Tire Corporation of Bryan.

In connection with the acquisition of Titan Specialty, Titan entered into a domestic credit facility which was effective on February 29, 2024. The credit facility, with Bank of America as agent, consists of a $225.0 million revolving line of credit and is collateralized by accounts receivable and inventory of certain of the Company's domestic and Canadian subsidiaries.

Swingline loans and letters of credit are available under the facility up to an aggregate outstanding amount of $20.0 million for swingline loans and $50.0 million for letters of credit. The credit facility can be expanded by up to $50.0 million through an uncommitted accordion provision within the agreement. It is scheduled to mature on February 28, 2029 or 91 days prior to the maturity of our 7.00% secured notes due in 2028. The interest rate of the credit facility is based on the prevailing SOFR rate subject to certain debt levels within each month. As of March 31, 2026, the weighted average interest rate was 5.77%.

The total amount available for borrowing under the credit facility at March 31, 2026 totaled $225.0 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $6.4 million and $169.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $49.6 million at March 31, 2026.

The total amount available for borrowing under the credit facility at December 31, 2025 totaled $197.9 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $5.9 million and $156.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $36.1 million at December 31, 2025.

The Titan Europe credit facilities include borrowings from various institutions totaling $24.1 million and $21.6 million in aggregate principal amount at March 31, 2026 and December 31, 2025, respectively. Maturity dates on this debt range from less than one year to five years. The interest rates range from 0.5% to 3.8%.

We have working capital loans at Titan Pneus do Brasil Ltda at varying interest rates between approximately 5.0% and 6.9%, which totaled $21.3 million at March 31, 2026. Similarly, we had a working capital loan at Titan Pneus do Brasil Ltda at varying interest rates from approximately 5.0% to 6.9%, which totaled $10.2 million at December 31, 2025. The maturity dates on these loans range from one year to two years. We expect to negotiate an extension of the maturity dates on these loans with the applicable financial institutions or to repay the loan, as needed.

Our $225.0 million revolving credit facility and indenture relating to the 7.00% senior secured notes due 2028 contain various restrictions, including:

•When remaining availability under the credit facility is less than the greater of (i) $17.0 million and (ii) 10% of the credit facility’s line cap (the line cap being the lesser of our borrowing base or the lenders’ commitments under the credit facility), the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 (calculated quarterly on a trailing four quarter basis);

•Limits on dividends and repurchases of the our stock;

•Restrictions on our ability to make additional borrowings, or to consolidate, merge, or otherwise fundamentally change the ownership of the Company;

•Limits on investments, dispositions of assets, and guarantees of indebtedness; and

•Other customary affirmative and negative covenants.

These covenants are subject to a number of exceptions and qualifications that are described in the credit and security agreement and the indenture relating to the 7.00% senior secured notes due 2028. These restrictions could limit our ability to respond to market conditions, provide for unanticipated capital investments, raise additional debt or equity capital, pay dividends, repurchase stock or take advantage of business opportunities, including future acquisitions. We were in compliance with these debt covenants at March 31, 2026.

We lease certain buildings and equipment under both operating and finance leases.  Certain lease agreements provide for renewal options, fair value purchase options, and payment of property taxes, maintenance, and insurance by the Company. Under ASC Topic 842, Leases, we made an accounting policy election, by class of underlying asset, not to separate non-lease components such as those previously stated from lease components and instead will treat the lease agreement as a single lease component for all asset classes. Operating right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent Titan's obligations to make lease payments arising from the lease. The majority of our leases are operating leases. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we used our incremental borrowing rate (7.27%), based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales and selling, general and administrative expenses on the condensed consolidated statements of operations. Amortization expense associated with finance leases is included in cost of sales and selling, general and administrative expenses, and interest expense associated with finance leases is included in interest expense in the condensed consolidated statements of operations.

Supplemental balance sheet information related to leases was as follows (amounts in thousands):

			Balance Sheet Classification						March 31, 2026						December 31, 2025
Operating lease ROU assets (1)			Operating lease assets						$	101,874					$	119,225
Operating lease current liabilities			Operating leases current liabilities						14,815						13,830
Operating lease long-term liabilities			Operating leases long-term liabilities						107,891						111,054
Total operating lease liabilities									$	122,706					$	124,884
Finance lease, gross			Property, plant & equipment, net						$	8,148					$	8,024
Finance lease accumulated depreciation			Property, plant & equipment, net						(5,008)						(4,611)
Finance lease, net									$	3,140					$	3,413
Finance lease current liabilities			Other current liabilities						$	1,462					$	1,511
Finance lease long-term liabilities			Other long-term liabilities						1,789						2,038
Total finance lease liabilities									$	3,251					$	3,549

(1) The Company recorded $14.7 million during the three months ended March 31, 2026 associated with impairment of the building right of use (ROU) asset.

At March 31, 2026, maturities of lease liabilities were as follows (amounts in thousands):

Supplemental cash flow information related to leases for the three months ended March 31, 2026 were as follows: operating cash flows for operating leases were $6.6 million.

Supplemental cash flow information related to leases for the three months ended March 31, 2025 were as follows: operating cash flows for operating leases were $5.3 million.

We have three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. We also have pension plans covering certain employees of several foreign subsidiaries. We also sponsor a number of defined contribution plans in the U.S. and at foreign subsidiaries. We contributed approximately $0.1 million to the pension plans during the three months ended March 31, 2026 and no amounts are expected to be contributed to these pension plans during the remainder of 2026.

The components of net periodic pension cost consisted of the following for the periods set forth below (amounts in thousands):

Service cost is recorded as cost of sales in the condensed consolidated statements of operations while all other components are recorded in other income.

We hold variable interests in certain variable interest entities (VIEs) that are not consolidated because we are not the primary beneficiary. Our involvement with these entities is in the form of direct equity interests and prepayments related to purchases of materials. The maximum exposure to loss represents the loss of assets recognized by us relating to non-consolidated entities and amounts due to the non-consolidated assets. The assets and liabilities recognized in Titan's condensed consolidated balance sheets related to our interest in these non-consolidated VIEs and our maximum exposure to loss relating to non-consolidated VIEs as of the dates set forth below were as follows (amounts in thousands):

We have trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Australia, New Zealand, Russia, and other Commonwealth of Independent States countries. The farm and ATV agreement is scheduled to expire at the end of 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2028. We also have a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Total royalty expenses were $2.4 million for both the three months ended March 31, 2026 and 2025, respectively.

On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the closure of its manufacturing facility in Jackson, Tennessee in October 2026. As part of the closure, the Company expects production currently performed in Jackson to be transitioned to other existing Titan facilities over the next several months and will impact approximately 140 people. This action is part of our ongoing efforts to optimize our manufacturing footprint and improve capacity utilization.

The Company recorded impairment expenses of $23.5 million during the three months ended March 31, 2026 associated with impairment of the building right of use (ROU) asset and certain manufacturing plant and equipment. Further, we accrued $1.6 million during the three months ended March 31, 2026 for severance costs related to the rationalization of certain positions. These costs are included within restructuring and impairment expenses in the Consolidated Statement of Operations.

The impairment loss represents the excess of the assets’ carrying values over their estimated fair values, which were determined using a market approach and Level 3 inputs, including expected net proceeds from the disposal of certain manufacturing equipment and anticipated net sublease income from the building ROU asset. The valuation of the building ROU asset included assumptions related to expected sublease rental rates, vacancy periods and anticipated costs to prepare the facility for leasing.

We estimate that we will incur additional costs associated with the plant closure of approximately $5 million primarily related to severance costs, relocation costs for certain property, plant and equipment and other facility closure related costs. We expect to incur these costs during the remainder of 2026 and 2027.

Other income consisted of the following (amounts in thousands):

We recorded income tax expense of $4.6 million and $4.2 million for the three months ended March 31, 2026 and 2025, respectively. The Company's effective income tax rate was (23.6)% and 99.5% for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026 and 2025, the income tax expense differed each period due to the jurisdictional mix of earnings. The change in the Company's effective income tax rate for each period is due to the fluctuation in the pre-tax income.

The Company continues to monitor the realization of its deferred tax assets and assesses the need for a valuation allowance. The Company analyzes available positive and negative evidence to determine if a valuation allowance is needed based on the weight of the evidence. This objectively verifiable evidence primarily includes the past three years' profit and loss positions. This process requires management to make estimates, assumptions, and judgments that are uncertain in nature. The Company has established valuation allowances with respect to certain deferred tax assets in the U.S. and certain foreign jurisdictions and continues to monitor and assess the need for valuation allowances in all its jurisdictions.

The One, Big, Beautiful Bill Act (the Act) was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates, with certain provisions effective in 2025 and others implemented through 2027, affecting business taxpayers. Among the tax law changes that will impact the Company are those that relate to the timing of certain tax deductions including depreciation expense, R&D expenditures, and interest expense. The Company is continuing to analyze the impacts of the law change and does not expect a material impact on our financial statements.

Loss per share were as follows (amounts in thousands, except per share data):

The effect of restricted stock and stock options has been excluded for both the three months ended March 31, 2026 and March 31, 2025, as the effect would have been antidilutive. The weighted average shares excluded for equity awards for the three months ended March 31, 2026 and March 31, 2025 was 0.4 million and 0.8 million, respectively.

We are a party to routine legal proceedings arising out of the normal course of business. Due to the difficult nature of predicting unresolved and future legal claims, we cannot anticipate or predict the material adverse effect on our consolidated financial condition, results of operations, or cash flows as a result of efforts to comply with, or liabilities pertaining to, legal judgments. In the opinion of management, we are not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on our financial position, results of operations, or cash flows.

We have aggregated our operating segments into reportable segments based on our three customer markets: agricultural, earthmoving/construction, and consumer. These segments are based on the information used by the chief operating decision maker (CODM) to make certain operating decisions, allocate portions of capital expenditures and assess segment performance. The accounting policies of the segments are the same as those described in Note 1, “Basis of Presentation and Significant Accounting Policies” to these Notes to the Condensed Consolidated Financial Statements. Segment external revenues, expenses, and income from operations are determined on the basis of the results of operations of operating units of manufacturing facilities.

We are organized primarily on the basis of products being included in three marketing segments, with each reportable segment including wheels, tires, wheel/tire assemblies, and undercarriage systems and components. Given the integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations primarily based on segment sales data must be made to determine operating segment data.

The CODM of Titan is Paul Reitz (our President and CEO). The CODM utilizes both forecasted and actual expense information on a consolidated basis to manage operations. The CODM utilizes segment gross profit and segment operating profit (loss), both in comparison to the prior year and the current forecasted level of gross profit, for purposes of analyzing the segment’s financial performance. The assessment of each segment’s financial performance by the CODM is then utilized to contemplate and execute on business decisions to allocate resources to manage the growth and profitability of each reportable segment and for the Company as a whole. The CODM does not review asset information by segment to manage operations or allocate resources. Therefore, segment assets are not disclosed.

The tables below present information about certain operating results, separated by market segments, for the three months ended March 31, 2026 and 2025 (amounts in thousands):

The tables below present net sales by products and reportable segments for the three months ended March 31, 2026 and 2025 (amounts in thousands):

Depreciation and amortization expense by segment were as follows as of the periods set forth below (amounts in thousands):

Accumulated other comprehensive (loss) income consisted of the following (amounts in thousands):

Management's discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of the financial statements included in this quarterly report with a narrative from the perspective of the management of Titan International, Inc. (Titan, the Company or we) on our financial condition, results of operations, liquidity, and other factors that may affect our future results. The MD&A in this quarterly report should be read in conjunction with the condensed consolidated financial statements and other financial information included elsewhere in this quarterly report and the MD&A and audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the 2025 Form 10-K).

This Form 10-Q contains forward-looking statements, which are covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Readers can identify these statements by the fact that they do not relate strictly to historical or current facts. Titan has tried to identify forward-looking statements in this report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” These forward-looking statements include, among other items, statements relating to the following:

•the Company's future financial performance;

•anticipated trends in the Company’s business;

•expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, earthmoving/construction equipment, and consumer products);

•future expenditures for capital projects and future stock repurchases;

•the Company’s ability to continue to control costs and maintain quality;

•possible changes in domestic and international laws and policies, including the imposition of and changes in tariffs by various governments, including the United States on imported goods as part of the currently dynamic and uncertain tariff policy environment;

•the Company's ability to meet conditions of loan agreements, indentures and other financing documents;

•the Company’s business strategies, including its intention to introduce new products;

•expectations concerning the performance and success of the Company’s existing and new products; and

•the Company’s intention to consider and pursue acquisition and divestiture opportunities and the expectations related to completed acquisitions, in particular the acquisition of The Carlstar Group, LLC (“Carlstar”, now also known as Titan Specialty), which could significantly impact the Company's financial results if actual results from the Titan Specialty acquisition differ from anticipated results.

Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company’s current expectations and assumptions about future events and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict, including those described in “Item 1A – Risk Factors” in Part I of the 2025 Form 10-K and “Item 1A – Risk Factors” in Part II of this quarterly report on Form 10-Q, certain of which are beyond the Company’s control.

Actual results could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various factors, including:

•changes in the Company’s end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise;

•uncertainties from political or electoral changes in the United States, Europe and elsewhere, including the current and possible future tariffs being imposed by various countries on imported goods and the currently dynamic and uncertain tariff policy environment;

•the effect of the market demand cycles on the Company's sales, which may have significant fluctuations;

•the effect of a recession or depression on the Company and its customers and suppliers;

•changes in the marketplace, including new products and pricing changes by the Company’s competitors;

•the effect of the geopolitical instability resulting from the military conflict between Russia and Ukraine on our Russian and global operations on increased costs and ancillary impacts on our global operations;

•the effect of ongoing geopolitical tensions in the Middle East, including the military conflict involving Iran on global markets;

•changes in the interest rate environment and their effects on the Company's outstanding indebtedness;

•the Company's ability to maintain satisfactory labor relations;

•the Company's ability to operate in accordance with its business plan and strategies;

•unfavorable outcomes of legal proceedings;

•the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities;

•availability and price of raw materials;

•availability and price of supply chain logistics and freight;

•levels of operating efficiencies;

•the effects of the Company's indebtedness and its compliance with the terms of its various indentures and credit agreements;

•unfavorable product liability and warranty claims;

•geopolitical and economic uncertainties relating to the countries in which the Company operates or does business;

•risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses;

•results of investments, and the realization of projected synergies;

•the effects of potential processes to explore various strategic transactions, including potential dispositions;

•fluctuations in currency translations;

•climate change and related laws and regulations;

•risks associated with environmental laws and regulations and increased attention to ESG matters;

•the impact of any sales of the Company’s shares held by affiliates of American Industrial Partners pursuant to the Form S-3 registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) in December 2024;

•risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; and

•risks related to financial reporting, internal controls, tax accounting, and information systems, including cybersecurity threats.

Any changes in these factors could lead to significantly different results.  Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results as indicated in forward-looking statements.  Forward-looking statements speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information and assumptions contained in this document will in fact transpire. The reader should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by the Company, or on its behalf. All forward-looking statements attributable to Titan are expressly qualified by these cautionary statements.

Titan is a global wheel, tire, and undercarriage industrial manufacturer and supplier that services customers across the globe. As a leading manufacturer in the off-highway industry, Titan produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets.  Titan manufactures and sells certain tires under the Goodyear Farm Tire, Titan Tire, Carlstar and Voltyre-Prom Tire brands and has research and development facilities to validate tire and wheel designs. Carlstar sells tire products under the Carlisle® brand under a long-term license agreement that expires in 2033 and also sells tires under other recognized brand names, including ITP®, Trail Wolf®, Links®, USA Trail® and Carlisle Radial Trail HD™ highway trailer tires.

Agricultural Segment: Titan’s agricultural wheels, tires, and components are manufactured for use on various agricultural equipment, including tractors, combines, skidders, plows, planters, and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers, and Titan’s distribution centers. The wheels range in diameter from nine inches to 54 inches, with the 54-inch diameter being the largest agricultural wheel manufactured in North America. Basic configurations are combined with distinct variations (such as different centers and a wide range of material thickness) allowing the Company to offer a broad line of products to meet customer specifications. Titan’s agricultural tires range from approximately one foot to approximately seven feet in outside diameter and from five inches to 55 inches in width. Agricultural tires are offered under the Goodyear Farm Tire, Titan Tire, Carlstar, ACES and Voltyre-Prom brands with a full portfolio of sizes, load carrying capabilities, and tread patterns necessary for the markets served. The Company offers the added value of delivering a complete wheel and tire assembly to OEM and aftermarket customers.

Earthmoving/Construction Segment: The Company manufactures wheels, tires, and undercarriage systems and components for various types of OTR earthmoving, mining, military, construction, and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, crawler tractors, lattice cranes, shovels, and hydraulic excavators. The Company provides OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 15 to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured for the global earthmoving/construction market. Titan’s earthmoving/construction tires are offered in the Titan brand and range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. Earthmoving/construction tires offered by Titan serve virtually every off-road application in the industry with some of the highest load requirements in the most severe applications. The Company also offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.

Consumer Segment: In February 2024, Titan acquired Carlstar (now also known as Titan Specialty), which is a global manufacturer and distributor of wheels and tires for a variety of end-market verticals including outdoor power equipment, power sports, and high speed trailers. Titan Specialty is primarily concentrated in the consumer segment, but also manufactures and sells small to midsize agricultural tires. Products are offered in Carlstar, ITP, Black Rock, Goodyear and Unique brands with portfolios commensurate to supporting these markets. The Company also offers the added value of wheel and tire assembly for many of these products to select OEM customers.

Titan manufactures bias truck tires in Latin America and light truck tires in Russia. This segment also includes sales that do not readily fall into the Company's other segments, such as custom rubber stock mixing sales to a variety of OEMs in adjacent industries.

The Company’s top customers, including global leaders in agricultural and construction equipment manufacturing, have been purchasing products from Titan or its predecessors for numerous years.  Customers including AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo have helped sustain Titan’s market leading position in wheel, tire, assembly, and undercarriage products.

The agricultural market is affected by related commodity prices and farmer income, among other variables. The end customer demand in the agricultural markets in North America and Europe are currently experiencing a mix of customer demand levels as OEMs expect favorable demand in small agricultural products as compared to a continued slowdown in demand for large agricultural products. The mix in demand levels has been and continues to be further exacerbated by the dynamic and uncertain tariff policy environment, including the imposition of tariffs by the United States and other countries throughout the world, and responses thereto, including litigation, which has created uncertainty in the global markets including impact on farmer sentiment.

Amid the evolving global tariff situation, Titan is in a uniquely advantaged position among its competitors, having manufacturing capabilities that are strategically located in the key markets we serve. In addition, some mid to long term global market trends anticipate population growth, a shift in consumer preference toward higher protein diets, and the pressures to replace an aging large equipment fleet in favor of newer and higher productivity technology. The Company expects that the underlying market trends mentioned above will provide future support for the mid to long-term demand for the Company's products. However, many variables, including weather, volatility in the price of commodities, geopolitical conflicts causing disruption to supply chain and market demand, increased input costs, the demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies including subsidies, and uncertainty surrounding the dynamic and uncertain tariff policy environment including tariffs imposed by the United States and reciprocated by other countries, can greatly affect the Company's performance in the agricultural market in a given period.

The earthmoving/construction segment is affected by many variables, including commodity prices, uncertainty surrounding the imposition of tariffs as mentioned above, road construction, infrastructure, government appropriations, housing starts, geopolitical conflicts, and other macroeconomic drivers. The construction market is primarily driven by country-specific GDP and the need for infrastructure developments. The earthmoving/construction markets are currently experiencing an improvement in OEM demand due to stronger mining capital budgets and forecasted GDP growth in many of the countries in which Titan's earthmoving/construction products are sold. The mining industry continues to experience growth given the increased demand in natural resources industries. Mineral commodity prices are at relatively high levels, which should also support the forecasted mid- to long-term growth. However, as noted above, numerous variables can affect the Company's sales of earthmoving/construction products in any given period.

The consumer market consists of several distinct product lines within different regions. These products include specialty tires and products under several leading brands, including Carlstar, ITP and Marastar brands within powersports, outdoor power equipment and high-speed trailers. The consumer market also includes light truck tires sold into Latin America and other specialty products, including custom mixing of rubber stock, and train brakes. The market for our specialty products is expected to experience modest growth for the remainder of 2026, particularly in North America. The consumer segment pace of growth can vary from period to period and is affected by many macroeconomic variables including but not limited to inflationary impacts, consumer spending, interest rates, government policies, geopolitical conflicts, and uncertainty surrounding tariffs, as mentioned above. As previously stated, we believe that our ownership of manufacturing capabilities and partnerships with suppliers that are strategically located puts us in a uniquely advantaged position to allow us to respond to some of the challenges presented by the current tariff situation.