# Titan International Inc: Form 10-Q for the period ended Jun 30, 2025

- Company: [Titan International Inc](/companies/twi.md) (CIK 899751)
- Form: 10-Q
- Filed: 2025-07-31
- Accepted by EDGAR: Jul 30, 2025, 22:17 ET
- Period: 2025-06-30
- Accession: 0000899751-25-000070
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/899751/000089975125000070/twi-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/899751/000089975125000070/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $460.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $951.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $391.6m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $813.6m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $69.3m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $137.9m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $4.3m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $8.9m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $52.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $102.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $10.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $22.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $9.7m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $19.2m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $4.7m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $8.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$4.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$5.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.07 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.08 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.07 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.08 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 63,722,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 63,504,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$24.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $25.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $184.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $1.04bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $1.75bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $441.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $1.18bn | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $588.1m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-06-30 | $570.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 53,846 characters.

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, 2024, filed with the SEC on February 27, 2025 (the 2024 Form 10-K).

### Acquisition of Carlstar Group (now also known as "Titan Specialty")

On February 29, 2024, we acquired 100% of the equity interests of Carlstar, whose products are also known as Titan Specialty. The results of Titan Specialty's operations have been included in our consolidated financial statements since February 29, 2024. Total acquisition-related costs for the Carlstar/Titan Specialty acquisition for the three and six months ended June 30, 2024 were $0.0 million and $6.2 million, respectively.

The purchase consideration for the Carlstar/Titan Specialty acquisition was allocated to the estimated fair value of assets acquired and liabilities assumed as of February 29, 2024. For further information, refer to Note 2 to our condensed consolidated financial statements.

### FORWARD-LOOKING STATEMENTS

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 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;
- geopolitical uncertainties, including with respect to the Russia/Ukraine military conflict and hostilities in the Middle East;
- possible changes in domestic and international laws and policies which have created substantial economic uncertainties, including the imposition and announcement of tariffs by various governments of large, industrialized countries on imported goods;
- 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 acquisitions that the Company has recently effected, in particular the acquisition of 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 2024 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:

- uncertainties from political or electoral changes in the United States, Europe and elsewhere, including the imposition of tariffs by various countries on imported goods and responses thereto and resulting impacts;
- the effect of a recession or depression on the Company and its customers and suppliers;
- the effect of the market demand cycles on the Company's sales, which may have significant fluctuations;
- 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;
- the effect of the geopolitical instability resulting from the military conflicts between Russia and Ukraine on our Russian and global operations, and between Israel and Hamas and the Middle East on our global operations;
- changes in the marketplace, including new products and pricing changes by the Company’s competitors;
- 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;
- changes in the interest rate environment and their effects on the Company's outstanding indebtedness;
- 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;
- risks related to the recent termination of the standstill provisions of the Shareholder Agreement with American Industrial Partners following the Company’s 2025 annual meeting of stockholders, as well as the impact of any sales of the Company’s shares currently 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 than those currently expected by Titan. 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 the 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 report 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.

### OVERVIEW

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 complete 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 Off-The-Road (or 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, also now 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, and Unique brands with portfolios commensurate to supporting these markets. The Company also offers the added value of wheel and tire assemblies for many of these products to select OEM customers.

Titan manufactures bias truck tires in Latin America and light truck tires in Russia. Titan also offers select products for ATVs, side-by-sides, rock climbers, and turf, and has recently expanded its offering into the lawn and garden segment with a major OEM customer. 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 tangential 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.

### MARKET CONDITIONS AND OUTLOOK

### AGRICULTURAL MARKET OUTLOOK

The agricultural market is affected by related commodity prices and farmer income, among other variables. While current commodity price levels are lower than historical highs, net farmer income is forecasted to increase, supported by an expected rise in domestic government subsidies to farmers. The agricultural markets in North America and Europe are currently experiencing a significant slowdown in customer demand and this is further exacerbated by the imposition of tariffs by the United States and other countries throughout the world, and responses thereto, which has created uncertainty in the global markets including impact on farmer sentiment. The agricultural markets in South America are, however, currently showing early signs of a market recovery as customer demand appears to be growing. 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, the mid to long term global market trends point to 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, underlying Titan's belief that market conditions may improve to support renewed and continued demand for the Company's products in the mid to long term time horizon. The Company is hopeful 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, grain prices, the demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies, subsidies, uncertainty surrounding 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.

### EARTHMOVING/CONSTRUCTION MARKET OUTLOOK

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, 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 a slowdown in OEM demand, but we expect the market to stabilize over the mid to long term given the level of mining capital budgets and forecasted GDP growth in many of the countries in which Titan's earthmoving/construction products are sold. The mining industry has experienced growth given the increased demand in natural resources industries. Mineral commodity prices are at relatively high levels, which also supports 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.

### CONSUMER MARKET OUTLOOK

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. Some aspects of the consumer market are presently experiencing a slowdown, particularly in the Americas. 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, and uncertainty surrounding tariffs mentioned above. Titan has a manufacturing facility in China and is actively assessing the evolving retaliatory tariff situation, with a view to making timely decisions on supply chain and production plans, which may include re-sourcing products to its factories in the United States or to other third party suppliers in countries with less tariff impacts. As previously stated, we believe that our ownership of manufacturing capabilities that are strategically located in key markets we serve, puts us in a uniquely advantaged position to allow us to respond to some of the challenges presented by the current tariff situation.

### RESULTS OF OPERATIONS

*(Amounts in thousands, except percentages)*

|  | Three months ended June 30, 2025 | 2024 | % Increase/(Decrease) | Six months ended June 30, 2025 | 2024 | % Increase/(Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $460,830 | $532,170 | (13.4)% | $951,538 | $1,014,379 | (6.2)% |
| Cost of sales | 391,557 | 451,728 | (13.3)% | 813,621 | 856,567 | (5.0)% |
| Gross profit | 69,273 | 80,442 | (13.9)% | 137,917 | 157,812 | (12.6)% |
| Gross profit % | 15.0% | 15.1% | (0.7)% | 14.5% | 15.6% | (7.1)% |
| Selling, general and administrative expenses | 52,353 | 51,583 | 1.5% | 102,208 | 91,003 | 12.3% |
| Acquisition related expenses | — | — | 0.0% | — | 6,196 | (100.0)% |
| Research and development expenses | 4,341 | 4,218 | 2.9% | 8,885 | 7,872 | 12.9% |
| Royalty expense | 2,419 | 2,319 | 4.3% | 4,865 | 5,347 | (9.0)% |
| Income from operations | $10,160 | $22,322 | (54.5)% | $21,959 | $47,394 | (53.7)% |

### Net Sales

Net sales for the three months ended June 30, 2025 were $460.8 million, compared to $532.2 million in the comparable period of 2024. Net sales changes were primarily driven by reduced sales volumes, reflecting lower end-market demand in the global agricultural and construction equipment sectors. Additionally, the Titan Specialty business experienced a slowdown, that is believed to be temporary, due to the impact of tariffs. These factors were partially offset by favorable price and product mix, which reflected higher input costs, including raw materials. Foreign currency translation also had a negative impact on net sales, reducing reported results by approximately 0.4%.

Net sales for the six months ended June 30, 2025 were $951.5 million, compared to $1,014.4 million in the comparable period of 2024. The year-over-year change was primarily driven by reduced sales in the agricultural and earthmoving/construction segments, particularly in North America and Europe, due to softer end-market demand. This decrease was partially offset by increased contributions from the Titan Specialty business, which was acquired in February 2024, as well as favorable price and product mix, reflecting higher raw material and input costs. Foreign currency translation negatively impacted net sales by approximately 1.9%, mainly due to the depreciation of the Brazilian real.

### Gross Profit

Gross profit for the three months ended June 30, 2025 was $69.3 million, or 15.0% of net sales, compared to $80.4 million, or 15.1% of net sales, for the three months ended June 30, 2024. The change in gross profit and gross margin were primarily attributable to lower sales volumes, which reduced fixed cost absorption across the Company’s manufacturing facilities in North America and Europe.

Gross profit for the six months ended June 30, 2025 was $137.9 million, or 14.5% of net sales, compared to $157.8 million, or 15.6% of net sales, for the six months ended June 30, 2024. The changes in gross profit and gross margin were primarily due to lower volume and lower fixed cost leverage at production facilities in North America and Europe. Additionally, ongoing inflationary pressures on raw materials and other input costs further impacted profitability.

### Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) for the three months ended June 30, 2025 were $52.4 million, or 11.4% of net sales, compared to $51.6 million, or 9.7% of net sales, for the three months ended June 30, 2024. The increase in SG&A expenses was primarily driven by general inflationary cost impacts, including higher personnel-related costs.

Selling, general and administrative expenses (SG&A) for the six months ended June 30, 2025 were $102.2 million, or 10.7% of net sales, compared to $91.0 million, or 9.0% of net sales, for the six months ended June 30, 2024. The year-over-year increase was largely attributable to the inclusion of two additional months of SG&A expenses related to the Titan Specialty business acquired in February 2024. This included costs associated with managing distribution centers and higher depreciation and amortization expenses resulting from the acquisition.

### Acquisition Related Expenses

Acquisition related expenses for the three and six months ended June 30, 2024 were $0.0 million and $6.2 million, respectively, associated with the one-time transaction costs for the acquisition of Titan Specialty.

### Research and Development Expenses

Research and development (R&D) expenses for the three months ended June 30, 2025 were $4.3 million, or 0.9% of net sales, compared to $4.2 million, or 0.8% of net sales, for the comparable period in 2024. Research and development (R&D) expenses for the six months ended June 30, 2025 were $8.9 million, or 0.9% of net sales, compared to $7.9 million, or 0.8% of net sales, for the comparable period in 2024. R&D spending reflects initiatives to improve product designs and an ongoing focus on innovation and quality.

### Royalty Expense

The Company has 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, Russia, other Commonwealth of Independent States countries, Australia, and New Zealand. The farm and ATV agreement is scheduled to expire in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires October 30, 2027. The Company also has 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. Royalty expenses for the three months ended June 30, 2025 were $2.4 million, or 0.5% of net sales, compared to $2.3 million, or 0.4% of net sales, for the three months ended June 30, 2024. Royalty expenses for the six months ended June 30, 2025 were $4.9 million, or 0.5% of net sales, compared to $5.3 million, or 0.5% of net sales, for the six months ended June 30, 2024.

### Income from Operations

Income from operations for the three months ended June 30, 2025 was $10.2 million, compared to income from operations of $22.3 million for the three months ended June 30, 2024. The reduction in income from operations for the three months ended June 30, 2025 was primarily due to lower gross profit, along with the other factors discussed above.

Income from operations for the six months ended June 30, 2025 was $22.0 million, compared to income from operations of $47.4 million for the six months ended June 30, 2024. The reduction in income from operations for the six months ended June 30, 2025 as compared to the prior year period was primarily attributable to lower gross profit and the net impact of the previously discussed items.

### OTHER PROFIT/LOSS ITEMS

### Interest Expense

Interest expense was $9.7 million for both the three months ended June 30, 2025 and 2024, remaining consistent with the prior-year period.

Interest expense was $19.2 million and $18.1 million for the six months ended June 30, 2025 and 2024, respectively. The year-over-year increase was primarily driven by higher borrowing associated with a new credit facility, which was utilized to finance the Titan Specialty acquisition in February 2024 and the repurchase of shares of the Company's common stock from entities affiliated with MHR Fund Management LLC in October 2024.

### Interest Income

Interest income was $2.5 million for both the three months ended June 30, 2025 and 2024, consistent with the prior-year period.

Interest income was $4.7 million and $5.4 million for the six months ended June 30, 2025 and 2024, respectively. The year-over-year decline was primarily due to a reduction in short-term financial investments in Brazil and Argentina.

### Foreign Exchange (Loss) Gain

Foreign exchange loss was $3.0 million for the three months ended June 30, 2025, compared to a gain of $0.5 million for the three months ended June 30, 2024. The change in foreign exchange (loss) gain was primarily driven by unfavorable translation of intercompany balances at certain foreign subsidiaries. These balances are denominated in local currencies rather than the Company’s reporting currency, the U.S. dollar, and are remeasured each reporting period based on current exchange rates, as they are expected to be settled in the future.

Foreign exchange loss was $4.4 million for the six months ended June 30, 2025, compared to a gain of $0.2 million for the six months ended June 30, 2024. The change was primarily attributable to the same intercompany translation impacts, as well as adverse currency fluctuations in certain geographies in which we conduct business, particularly Brazil.

### Other Income

Other income was $1.1 million for the three months ended June 30, 2025, as compared to other income of $3.3 million in the comparable period of 2024. This change was primarily due to a $1.9 million gain recognized in the prior year period from a property insurance settlement, which consisted of insurance proceeds received net of costs incurred to repair one of our operating facilities in Italy.

Other income was $2.3 million for the six months ended June 30, 2025, as compared to other income of $3.7 million in the comparable period of 2024. The change was similarly driven by the $1.9 million insurance settlement gain recorded in the first half of 2024, as noted above.

### Provision for Income Taxes

The Company recorded income tax expense of $4.7 million and $15.5 million for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded income tax expense of $8.9 million and $25.2 million, respectively. The Company's effective income tax rate was 431.6% and 81.9% for the three months ended June 30, 2025 and 2024, respectively, and 167.1% and 65.3% for the six months ended June 30, 2025 and 2024, respectively. For the six months ended ended June 30, 2025 and 2024, the income tax expense differed each period due to an overall decrease in pre-tax income.

The Company’s 2025 and 2024 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of foreign income tax rate differential on the mix of earnings, the valuation allowance on the interest expense carryforward, and certain foreign inclusion items on the domestic provision.

### Net (Loss) Income and (Loss) Earnings per Share

Net loss for the three months ended June 30, 2025 was $3.6 million, compared to net income of $3.4 million for the same period in 2024. Basic and diluted loss per share was $(0.07) for the three months ended June 30, 2025, compared to basic and diluted earnings per share of $0.03 in the prior year period. The change in net (loss) income and (loss) earnings per share was primarily attributable to the factors discussed above, including lower sales volumes, and reduced gross profit.

Net loss for the six months ended June 30, 2025 was $3.6 million, compared to net income of $13.4 million in the comparable period of 2024. For the six months ended June 30, 2025 and 2024, basic and diluted loss per share was $(0.08), compared to basic and diluted earnings per share of $0.16 in the prior-year period. The Company's net (loss) income and (loss) earnings per share changes were primarily attributable to the items previously discussed.

### SEGMENT INFORMATION

**Segment Summary** (amounts in thousands, except percentages):

| Three months ended June 30, 2025 | Agricultural | Earthmoving/ Construction | Consumer | Corporate/ Unallocated Expenses | Consolidated Totals |
| --- | ---: | ---: | ---: | ---: | ---: |
| Net sales | $193,223 | $152,347 | $115,260 | $— | $460,830 |
| Gross profit | 28,280 | 17,474 | 23,519 | — | 69,273 |
| Profit margin | 14.6% | 11.5% | 20.4% | — | 15.0% |
| Income (loss) from operations | 11,453 | 2,994 | 3,230 | (7,517) | 10,160 |
| **Three months ended June 30, 2024** |  |  |  |  |  |
| Net sales | $216,330 | $165,564 | $150,276 | $— | $532,170 |
| Gross profit | 32,303 | 21,299 | 26,840 | — | 80,442 |
| Profit margin | 14.9% | 12.9% | 17.9% | — | 15.1% |
| Income (loss) from operations | 15,772 | 7,047 | 6,449 | (6,946) | 22,322 |

| Six months ended June 30, 2025 | Agricultural | Earthmoving/ Construction | Consumer | Corporate/ Unallocated Expenses | Consolidated Totals |
| --- | ---: | ---: | ---: | ---: | ---: |
| Net sales | $390,969 | $295,637 | $264,932 | $— | $951,538 |
| Gross profit | 52,767 | 32,367 | 52,783 | — | 137,917 |
| Profit margin | 13.5% | 10.9% | 19.9% | — | 14.5% |
| Income (loss) from operations | 20,895 | 4,670 | 12,037 | (15,643) | 21,959 |
| **Six months ended June 30, 2024** |  |  |  |  |  |
| Net sales | $456,003 | $330,772 | $227,604 | $— | $1,014,379 |
| Gross profit | 72,922 | 44,276 | 40,614 | — | 157,812 |
| Profit margin | 16.0% | 13.4% | 17.8% | — | 15.6% |
| Income (loss) from operations | 39,782 | 15,881 | 11,562 | (19,831) | 47,394 |

### Agricultural Segment Results

Agricultural segment results for the periods presented below were as follows (amounts in thousands, except percentages):

|  | Three months ended June 30, 2025 | 2024 | % Decrease | Six months ended June 30, 2025 | 2024 | % Decrease |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $193,223 | $216,330 | (10.7)% | $390,969 | $456,003 | (14.3)% |
| Gross profit | 28,280 | 32,303 | (12.5)% | 52,767 | 72,922 | (27.6)% |
| Profit margin | 14.6% | 14.9% | (2.0)% | 13.5% | 16.0% | (15.6)% |
| Income from operations | 11,453 | 15,772 | (27.4)% | 20,895 | 39,782 | (47.5)% |

31

Net sales in the agricultural segment were $193.2 million for the three months ended June 30, 2025, as compared to $216.3 million for the comparable period in 2024. The net sales change was primarily driven by a significant reduction in global demand for agricultural equipment, particularly in North America and Europe, due to lower farm income, higher financing costs, and inventory reduction initiatives by OEM customers. Additionally, unfavorable foreign currency translation, mainly from the weakening Brazilian real and Turkish lira, negatively impacted net sales by approximately 1.8%. These declines were partially offset by favorable price and product mix, reflecting higher raw material and input costs.

Gross profit in the agricultural segment was $28.3 million for the three months ended June 30, 2025, as compared to $32.3 million in the comparable period in 2024. The change in gross profit was primarily due to lower sales volumes and the resulting reduction in fixed cost leverage.

Income from operations in the Company's agricultural segment was $11.5 million for the three months ended June 30, 2025, as compared to income of $15.8 million for the three months ended June 30, 2024. The overall change in income from operations was primarily due to the lower gross profit.

Net sales in the agricultural segment were $391.0 million for the six months ended June 30, 2025, as compared to $456.0 million for the comparable period in 2024. The net sales change was largely attributable to lower sales volumes in North America and Europe, driven by the same macroeconomic and industry-specific factors noted above. Foreign currency translation further reduced net sales by approximately 3.1%, primarily due to the depreciation of the Brazilian real and Turkish lira. These impacts were partially offset by favorable pricing and product mix related to increased input costs.

Gross profit in the agricultural segment was $52.8 million for the six months ended June 30, 2025, as compared to $72.9 million in the comparable period in 2024. The change in gross profit was attributable to the impact of lower sales volumes and reduced fixed cost absorption.

Income from operations in the Company's agricultural segment was $20.9 million for the six months ended June 30, 2025, as compared to income of $39.8 million for the six months ended June 30, 2024. The overall change in income from operations was primarily a result of decreased gross profit.

### Earthmoving/Construction Segment Results

Earthmoving/construction segment results for the periods presented below were as follows (amounts in thousands, except percentages):

|  | Three months ended June 30, 2025 | 2024 | % Decrease | Six months ended June 30, 2025 | 2024 | % Decrease |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $152,347 | $165,564 | (8.0)% | $295,637 | $330,772 | (10.6)% |
| Gross profit | 17,474 | 21,299 | (18.0)% | 32,367 | 44,276 | (26.9)% |
| Profit margin | 11.5% | 12.9% | (10.9)% | 10.9% | 13.4% | (18.7)% |
| Income from operations | 2,994 | 7,047 | (57.5)% | 4,670 | 15,881 | (70.6)% |

The Company's earthmoving/construction segment net sales were $152.3 million for the three months ended June 30, 2025, as compared to $165.6 million in the comparable period in 2024. The change was primarily due to lower sales volumes in North America and the undercarriage business, reflecting a slowdown in demand from construction OEM customers. This was partially offset by a 1.1% favorable foreign currency translation impact, primarily driven by the strengthening euro, and positive price and product mix.

Gross profit in the earthmoving/construction segment was $17.5 million for the three months ended June 30, 2025, as compared to $21.3 million for the three months ended June 30, 2024. The change in gross profit was mainly attributable to lower volumes and reduced fixed cost leverage.

The Company's earthmoving/construction segment income from operations was $3.0 million for the three months ended June 30, 2025, as compared to $7.0 million for the three months ended June 30, 2024. The change was a result of lower sales volume impacting gross profit.

The Company's earthmoving/construction segment net sales were $295.6 million for the six months ended June 30, 2025, as compared to $330.8 million in the comparable period in 2024. The change was primarily driven by lower volumes in North America and the undercarriage business, due to reduced demand from construction OEMs. Additionally, foreign currency translation had a negative impact of 1.0%, largely due to the weakening Brazilian real. This was partially offset by favorable price and product mix in the period.

Gross profit in the earthmoving/construction segment was $32.4 million for the six months ended June 30, 2025, as compared to $44.3 million for the six months ended June 30, 2024. The change in gross profit was primarily attributable to lower volumes and reduced fixed cost absorption.

The Company's earthmoving/construction segment income from operations was $4.7 million for the six months ended June 30, 2025, as compared to $15.9 million for the six months ended June 30, 2024. The change was primarily due to the reduction in gross profit resulting from lower sales volumes and gross profit.

### Consumer Segment Results

Consumer segment results for the periods presented below were as follows (amounts in thousands, except percentages):

|  | Three months ended June 30, 2025 | 2024 | % Increase (Decrease) | Six months ended June 30, 2025 | 2024 | % Increase |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $115,260 | $150,276 | (23.3)% | $264,932 | $227,604 | 16.4% |
| Gross profit | 23,519 | 26,840 | (12.4)% | 52,783 | 40,614 | 30.0% |
| Profit margin | 20.4% | 17.9% | 14.0% | 19.9% | 17.8% | 11.8% |
| Income from operations | 3,230 | 6,449 | (49.9)% | 12,037 | 11,562 | 4.1% |

Consumer segment net sales were $115.3 million for the three months ended June 30, 2025, as compared to $150.3 million for the three months ended June 30, 2024. This change was mainly due to the impact of tariffs in the Titan Specialty business, causing a slowdown that the Company anticipates will be temporary, as well as lower sales volumes in the Americas region of the legacy Titan business, reflecting challenging market conditions and reduced demand from OEM customers amid broader economic pressures. These declines were partially offset by favorable price and product mix, reflecting higher input costs.

Gross profit from the consumer segment was $23.5 million for the three months ended June 30, 2025, as compared to $26.8 million for the three months ended June 30, 2024. The decrease in gross profit was primarily due to lower sales volumes.

Consumer segment income from operations was $3.2 million for the three months ended June 30, 2025, as compared to income of $6.4 million for the three months ended June 30, 2024. The change was due to the decline in gross profit.

Consumer segment net sales were $264.9 million for the six months ended June 30, 2025, as compared to $227.6 million for the six months ended June 30, 2024. This increase was mainly driven by the two additional months of sales of the Titan Specialty acquisition when compared with prior year, along with favorable price and product mix. The increase was partially offset by lower volumes in the Americas region of the legacy Titan business due to continued market softness and a 0.9% negative impact from foreign currency translation.

Gross profit from the consumer segment was $52.8 million for the six months ended June 30, 2025, as compared to $40.6 million for the six months ended June 30, 2024. The increase in gross profit was largely attributable to the Titan Specialty acquisition, particularly its strong aftermarket presence, which contributed to improved margins.

Consumer segment income from operations was $12.0 million for the six months ended June 30, 2025, as compared to income of $11.6 million for the six months ended June 30, 2024. The increase was driven by the higher gross profit, as discussed above.

### Corporate & Unallocated Expenses

Income from operations on a segment basis did not include unallocated corporate expenses of $7.5 million and $15.6 million for the three and six months ended June 30, 2025, respectively, as compared to $6.9 million and $19.8 million for the three and six months ended June 30, 2024, respectively.

Unallocated expenses primarily consist of corporate-level selling, general, and administrative (SG&A) costs. The increase in unallocated expenses for the three months ended June 30, 2025, was mainly driven by higher SG&A costs, particularly increased professional service fees associated with domestic system implementation. The year-over-year decrease in unallocated expenses for the six-month period was primarily due to $6.2 million in transaction-related costs incurred in the first quarter of 2024 in connection with the Titan Specialty acquisition, which did not recur in 2025.

### LIQUIDITY AND CAPITAL RESOURCES

### Cash Flows

As of June 30, 2025, the Company reported $184.7 million of cash, which decreased as compared to the December 31, 2024 balance of $196.0 million, due to the net effect of the following items:

### Operating Cash Flows

Summary of cash flows from operating activities:

*(Amounts in thousands)*

|  | Six months ended June 30, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Net (loss) income | $(3,582) | $13,396 | $(16,978) |
| Depreciation and amortization | 32,494 | 27,423 | 5,071 |
| Deferred income tax provision | 2,410 | 12,978 | (10,568) |
| Gain from property insurance settlement | — | (3,537) | 3,537 |
| Foreign currency loss (gain) | 6,870 | (1,063) | 7,933 |
| Accounts receivable | (60,964) | (8,437) | (52,527) |
| Inventories | (13,172) | 34,764 | (47,936) |
| Prepaid and other current assets | (3,335) | (3,789) | 454 |
| Accounts payable | 24,038 | (2,930) | 26,968 |
| Other current liabilities | (7,499) | 1,773 | (9,272) |
| Other liabilities | 1,918 | 1,431 | 487 |
| Other operating activities | (3,456) | 837 | (4,293) |
| Cash (used for) provided by operating activities | $(24,278) | $72,846 | $(97,124) |

During the first six months of 2025, cash flows used for operating activities was $24.3 million. This was primarily due to an increase in working capital, partially offset by non-cash adjustments for depreciation and amortization expenses totaling $32.5 million. The rise in accounts receivable was attributable to seasonality, as sales increased by $77.3 million during the second quarter of 2025 compared to the last quarter of 2024. As a result of the increased operating activity during the second quarter, accounts payable also increased over the last quarter of 2024, as well. Inventory also increased as we continued to manage our inventory levels to support the increase that was due to seasonal demand.

Operating cash flows decreased by $97.1 million when comparing the first six months of 2025 to the comparable period in 2024. This decline was mainly due to lower net income and the impact of increased investment in working capital to support the increased operating activity. Key factors contributing to the working capital increase was a $52.5 million increase in accounts receivable, and a $47.9 million increase in inventory, which were partially offset by a $27.0 million increase in accounts payable.

Summary of the components of cash conversion cycle:

|  | June 30, 2025 | December 31, 2024 | June 30, 2024 |
| --- | ---: | ---: | ---: |
| Days sales outstanding | 59 | 51 | 54 |
| Days inventory outstanding | 116 | 123 | 97 |
| Days payable outstanding | (64) | (62) | (53) |
| Cash conversion cycle | 111 | 112 | 98 |

Cash conversion cycle increased by 13 days when comparing June 30, 2025 to June 30, 2024. This increase was primarily due to the decreases in net sales in a short period of time, and cost of sales for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Inventory management is critical for the business in preparation for the future periods to supply customers efficiently, which was the driver of increased days in inventory at the end of June 30, 2025.

### Investing Cash Flows

Summary of cash flows from investing activities:

*(Amounts in thousands)*

|  | Six months ended June 30, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Capital expenditures | $(25,121) | $(34,199) | $9,078 |
| Business acquisition, net of cash acquired | — | (142,207) | 142,207 |
| Proceeds from property insurance settlement | — | 3,537 | (3,537) |
| Proceeds from sale of fixed assets | 275 | 1,597 | (1,322) |
| Cash used for investing activities | $(24,846) | $(171,272) | $146,426 |

During the first six months of 2025, Titan reported a net cash outflow of $24.8 million from investing activities, as compared to the $171.3 million outflow recorded in the corresponding period of 2024. This change was primarily due to the acquisition of Titan Specialty in February 2024 for consideration that included cash of $143.6 million. Additionally, Titan invested $25.1 million in capital expenditures in the first six months of 2025, lower than the $34.2 million in the corresponding period of 2024. These expenditures were aimed at replacing and enhancing plant equipment, as well as acquiring new tools, dies, and molds to support new product development initiatives. The capital outlay in 2025 reflected Titan's strategic efforts to improve existing facilities, enhance manufacturing capabilities, and drive operational efficiency and labor productivity gains. The lower capital expenditure in 2025 reflects actions taken to manage cash optimally, given the decreased product demand in the market.

### Financing Cash Flows

Summary of cash flows from financing activities:

*(Amounts in thousands)*

|  | Six months ended June 30, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Proceeds from borrowings | $54,936 | $159,539 | $(104,603) |
| Payment on debt | (37,956) | (34,095) | (3,861) |
| Payment of debt issuance costs | — | (3,115) | 3,115 |
| Repurchase of common stock | — | (7,762) | 7,762 |
| Other financing activities | (74) | (692) | 618 |
| Cash provided by financing activities | $16,906 | $113,875 | $(96,969) |

During the first six months of 2025, $16.9 million of cash was provided by financing activities. This was primarily due to $54.9 million in borrowings to meet increased working capital requirements, partially offset by $38.0 million in debt repayments.

During the first six months of 2024, $113.9 million of cash was provided by financing activities. This significant inflow was mainly due to the acquisition of Titan Specialty on February 29, 2024, for which Titan borrowed $147.0 million under a new domestic credit facility. This cash inflow was partially offset by $34.1 million in debt repayments and $7.8 million in repurchased common stock.

Additionally, Titan issued common stock worth $168.7 million during the first six months of 2024 in connection with the Titan Specialty acquisition. This issuance was reflected as "Non cash financing activity" in the Condensed Consolidated Statements of Cash Flows.

### Debt Restrictions

The Company’s $225 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 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 Company’s stock;
- Restrictions on the ability of the Company 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 the Company’s 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. The Company was in compliance with these debt covenants at June 30, 2025.

### Guarantor Financial Information

The Company's 7.00% senior secured notes due 2028 are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois (together, the "Guarantors"). The note guaranties are full and unconditional, joint and several obligations of the guarantors. The guaranties of the guarantor subsidiaries are subject to release in limited circumstances only upon the satisfaction of certain customary conditions.

The following summarized financial information of both the Company and the Guarantors is presented on a combined basis after elimination of (i) intercompany transactions and balances between the parent and the Guarantors and (ii) equity in earnings from investments in any subsidiary that is a non-Guarantor. The information is presented in accordance with the requirements of Rule 13-01 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the Guarantor operated as an independent entity.

Summarized Balance Sheets:

*(Amounts in thousands)*

| Assets | June 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Current assets | $57,611 | $58,860 |
| Property, plant, and equipment, net | 90,623 | 91,100 |
| Intercompany accounts receivable from non-guarantor subsidiaries, net | 689,297 | 703,454 |
| Other long-term assets | 91,495 | 89,038 |
| **Liabilities** |  |  |
| Current liabilities | 73,868 | 74,164 |
| Long-term debt | 556,581 | 543,153 |
| Other long-term liabilities | 9,750 | 9,647 |

37

Summarized Statement of Operations:

*(Amounts in thousands)*

|  | Six months ended June 30, 2025 |
| --- | ---: |
| Net sales | $232,389 |
| Gross profit | 24,574 |
| Loss from operations | (10,462) |
| Net loss | (24,205) |

### Liquidity Outlook

The Company does not anticipate significant liquidity constraints during the foreseeable future. At June 30, 2025, the Company reported $184.7 million of cash and cash equivalents. This amount included $168.8 million held in foreign countries.

As of June 30, 2025, there were $159.0 million of borrowings outstanding under the Company's $225.0 million credit facility. Titan's availability under this credit facility may be less than $225.0 million as of any particular date, as a result of outstanding letters of credit and eligible accounts receivable and inventory balances at certain domestic and Canadian subsidiaries. Based on eligible accounts receivable and inventory balances, the Company's total amount available for borrowing under the credit facility at June 30, 2025 totaled $199.7 million. With outstanding letters of credit totaling $5.9 million and $159.0 million in borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility at June 30, 2025 totaled $34.8 million.

The Company is expecting full year capital expenditures to be between approximately $50 million and $60 million. These capital expenditures are anticipated to be used primarily to continue to enhance the Company’s existing facilities and manufacturing capabilities and drive productivity gains, along with the purchase of new tools, dies and molds related to new product development.

Cash payments for interest are currently forecasted to between $19 million and $21 million for the remainder of 2025 based on June 30, 2025 debt balances and debt maturities. The forecasted interest payments are comprised primarily of the semi-annual interest payments totaling approximately $14 million to be paid in October for the 7.00% senior secured notes, and between $5 million and $7 million of payments on the credit facility, which are variable dependent upon on the prevailing SOFR rate and outstanding debt levels within each month.

Cash and cash equivalents along with anticipated internal cash flows from operations and utilization of availability on global credit facilities, are expected to provide sufficient liquidity for working capital needs, debt maturities, and capital expenditures. Potential divestitures and unencumbered assets may also be a means to provide for future liquidity needs.

### CRITICAL ACCOUNTING ESTIMATES

There were no material changes in the Company’s Critical Accounting Estimates since the filing of the 2024 Form 10-K. As discussed in the 2024 Form 10-K, the preparation of the Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates, assumptions, and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates and assumptions. Refer to Note 1. "Basis of Presentation and Significant Accounting Policies" in the Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q, for a discussion of the Company’s updated accounting policies.

## Market risk

As filed, 389 characters.

Titan is exposed to market risks, including changes in foreign currency exchange rates and interest rates, and commodity price fluctuations. Our exposure to market risk has not changed materially since December 31, 2024. For quantitative and qualitative disclosures about market risk, see Item 7A - Quantitative and Qualitative Disclosures About Market Risk included in the 2024 Form 10-K.

## Controls and procedures

As filed, 1,826 characters.

### Evaluation of Disclosure Controls and Procedures

Titan management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the Exchange Act)) as of June 30, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, Titan's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by Titan in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time frames specified in the SEC's rules and forms and accumulated and communicated to Titan management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

### Changes in Internal Controls

There were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the second quarter of fiscal year 2025 and that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

### Inherent Limitations on the Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

## Risk factors

As filed, 3,641 characters.

Except for the additional risk factor set forth below, there have been no material changes from the risk factors disclosed in Item 1A. "Risk Factors" of the 2024 Form 10-K.

**The Company faces substantial uncertainties from newly imposed tariffs, including increased costs and competition from domestic and international companies.**

The Company competes with several domestic and international competitors, some of which are larger and have greater financial and marketing resources than Titan. Titan competes on the basis of price, quality, sales support, customer service, design capability, and delivery time. The Company’s ability to compete with international competitors may be adversely affected by various factors including, currency fluctuations and tariffs imposed by domestic and foreign governments. In addition, certain OEM customers could elect to manufacture certain products to meet their own requirements or to otherwise compete with Titan. The success of the Company's business depends in large part on its ability to provide comprehensive wheel and tire assemblies to its customers. The development or enhancement by Titan's competitors of similar capabilities could adversely affect its business.

There can be no assurance that Titan’s businesses will not be adversely affected by increased competition in the Company’s markets, or that competitors will not develop products that are more effective or less expensive than Titan products or which could render certain of Titan's products less competitive. From time to time certain competitors have reduced prices in particular product categories, which has caused Titan to reduce prices. There can be no assurance that in the future Titan’s competitors will not further reduce prices or that any such reductions would not have a material adverse effect on Titan’s business.

On April 2, 2025, the United States government issued a series of reciprocal tariffs affecting the importing of goods into the United States from approximately 185 foreign countries. While the imposition of these tariffs are fluid and changing, the tariffs affect a substantial portion of our supply chain and could materially impact the Company's financial performance as a result of the following:

1\. **Increased Costs:** The tariffs have led to higher costs for raw materials and components sourced from affected countries. This increase in costs may not be fully passed on to our customers, potentially reducing our profit margins.

2\. **Supply Chain Disruptions**: We rely on a global supply chain, and the tariffs may cause disruptions in the availability of certain materials. This may lead to delays in production and increased lead times, which could affect our ability to meet customer demand.

3\. **Market Uncertainty:** The ongoing trade tensions and the potential for retaliatory tariffs by other countries create an unpredictable market environment. This uncertainty has led to reduced consumer confidence and lower demand for our products.

4\. **Mitigation Strategies:** To address the foregoing risks, we are exploring various strategies to mitigate the impact of tariffs, including seeking alternative suppliers, reclassifying goods to reduce tariff exposure, and negotiating with suppliers and customers to manage the increased costs. However, there is no assurance that these strategies will be successful.

Given these factors, the Company is continuing to assess the impact of these tariffs and the Company is uncertain as to its impact on our business, financial condition, and results of operations given the fluid and changing nature of the tariffs being imposed.

Filed Jul 31, 2025.
Source: SEC EDGAR, the filing index for accession 0000899751-25-000070. Last ingested by Listed: Oct 24, 2026, 15:00 ET. No prices; not investment advice.