# Titan International Inc: Form 10-K for the period ended Dec 31, 2025 - Company: [Titan International Inc](/companies/twi.md) (CIK 899751) - Form: 10-K - Filed: 2026-02-26 - Accepted by EDGAR: Feb 25, 2026, 22:59 ET - Period: 2025-12-31 - Accession: 0000899751-26-000007 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/899751/000089975126000007/twi-20251231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/899751/000089975126000007/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2025-01-01 to 2025-12-31 | $1.83bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Cost of revenue | 12 months, 2025-01-01 to 2025-12-31 | $1.57bn | us-gaap:CostOfGoodsAndServicesSold | | Gross profit | 12 months, 2025-01-01 to 2025-12-31 | $253.5m | us-gaap:GrossProfit | | Research and development | 12 months, 2025-01-01 to 2025-12-31 | $18.3m | us-gaap:ResearchAndDevelopmentExpense | | Selling, general and administrative | 12 months, 2025-01-01 to 2025-12-31 | $203.3m | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 12 months, 2025-01-01 to 2025-12-31 | $20.8m | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2025-01-01 to 2025-12-31 | $38.7m | us-gaap:InterestExpenseNonoperating | | Income tax | 12 months, 2025-01-01 to 2025-12-31 | $49.9m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2025-01-01 to 2025-12-31 | −$63.5m | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2025-01-01 to 2025-12-31 | −$1.00 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | −$1.00 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2025-01-01 to 2025-12-31 | 63,714,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | $30.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2025-01-01 to 2025-12-31 | $54.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Cash and equivalents | at 2025-12-31 | $202.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2025-12-31 | $986.0m | us-gaap:AssetsCurrent | | Total assets | at 2025-12-31 | $1.67bn | us-gaap:Assets | | Current liabilities | at 2025-12-31 | $428.2m | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2025-12-31 | $1.15bn | us-gaap:Liabilities | | Long-term debt | at 2025-12-31 | $587.9m | us-gaap:LongTermDebt | | Shareholders' equity | at 2025-12-31 | $514.4m | us-gaap:StockholdersEquity | ## Business As filed, 38,887 characters. ### OVERVIEW Titan, is a global wheel, tire, and undercarriage industrial manufacturer and supplier that services customers across the globe. Titan traces its roots to the Electric Wheel Company in Quincy, Illinois, which was founded in 1890. Titan was originally incorporated in 1983 and has increased its global footprint and enhanced product offerings through major acquisitions which include the following: - 2005 - North American farm tire assets of The Goodyear Tire & Rubber Company ("Goodyear") - 2006 - Off-the-road ("OTR") tire assets of Continental Tire North America - 2011 - Goodyear's Latin American farm tire business - 2013/2014 - A noncontrolling interest in Voltyre-Prom, a leading producer of agricultural and industrial tires, which owns and operates an over two million square foot manufacturing facility located in Volgograd, Russia - 2019 - An additional 21.4% interest in Voltyre-Prom (from 42.9% to 64.3%) resulting in controlling interest - 2024 - Acquisition of Carlstar, a global manufacturer and distributor of wheels and tires for a variety of end-market verticals including outdoor power equipment, power sports, trailers, and small to midsize agricultural and construction equipment. 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. ### BUSINESS SEGMENTS Titan designs and manufactures products for OEMs and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. For additional information concerning the revenues, expenses, income from operations, and assets attributable to each of the segments in which the Company operates, see Note 25 to our consolidated financial statements. ### 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. ### COMPETITIVE STRENGTHS Titan’s strong market position in the off-highway wheel, tire, and undercarriage market and its long-term core customer relationships contribute to the Company’s competitive strengths. Titan's production of both wheels and tires enables the Company to provide a one-stop solution for its customers' wheel and tire assembly needs. These strengths, along with Titan’s dedication to the off-highway equipment market, continue to drive the Company forward. - **Strong Market Position** As a result of Titan’s offering of a broad range of specialized wheels, tires, assemblies, and undercarriage systems and components, Titan is a leader in the global off-highway market. Through an extensive dealer network and sales force, the Company is able to reach an increasing number of aftermarket and OEM customers which builds Titan’s image and brand recognition. The Company’s production of the Goodyear Farm Tire brand in North America, Latin America, Europe, the Middle East and Africa contributes to overall visibility and customer confidence. Years of product design and engineering experience have enabled Titan to improve existing products and develop new ones, such as Low Sidewall (LSW®), which have been well received in the marketplace. Titan believes it has benefited from significant barriers to entry, such as the substantial investment necessary to replicate the Company’s manufacturing equipment and numerous tools, dies and molds, many of which are used in custom processes. - **Wheel and Tire Manufacturing Capabilities** The Company’s position as a manufacturer of both wheels and tires allows Titan to mount and deliver one of the largest selections of off-highway assemblies in North America. Both standard and LSW assemblies are primarily delivered as a single, complete unit based on each customer’s specific requirements. Titan offers this value-added service for wheel and tire assemblies for the agricultural, earthmoving/construction, and consumer segments. - **Long-Term Core Customer Relationships** 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. ### BUSINESS STRATEGY We are a worldwide leader in manufacturing and distribution of wheels, tires, assemblies and undercarriage products and serve our customers' needs through product innovation and quality service in the Company's key markets: agriculture, earthmoving/construction, and consumer. Other strategic considerations include: - **Tire Technology** The Company has developed an LSW tire technology, featuring a larger rim diameter and a smaller sidewall than standard tires. With LSW tire technology, which has been widely adopted within the automotive industry, users experience reduced power hop, road lope, soil compaction, and fuel consumption as well as improved safety and performance. Both power hop and road lope can disturb ride quality and impede equipment performance. The benefits correspond to Titan’s markets through superior comfort, ride and fuel economy. Our LSW proprietary larger footprint agricultural products provide a framework for expansion of carbon sinks, reducing soil compaction and improving soil health. Reduced soil compaction from the larger footprint of the LSW product requires less tillage thus reducing the release of carbon dioxide, a greenhouse gas. Titan continues to enhance the LSW technology and expand its LSW product and other tire offerings in both the agricultural and construction segments. - **Increase Aftermarket Tire Business** The Company has concentrated on increasing Titan's presence in the tire aftermarket, which historically has been somewhat less cyclical than the OEM market. The aftermarket also offers the potential for higher profit margins and is a larger market. Titan’s strategy to enhance the Company's aftermarket platform focuses on improving the customer experience and product positioning in key sales markets. To support this strategy, the Company has a dedicated salesforce for the tire aftermarket. - **Improve Operating Efficiencies** The Company regularly works to improve the operating efficiency of assets and manufacturing facilities. Titan integrates each facility’s strengths through, among other things, transfer of equipment and business to the facilities that are best equipped to handle the work, which enables Titan to increase utilization and spread operating costs over a greater volume of products. Titan continues to implement a comprehensive program to refurbish, modernize, and enhance the technology of its manufacturing equipment. Titan has also made investments to streamline processes, increase productivity, and lower costs in the selling, general and administrative areas. - **Enhance Design Capabilities and New Product Development** Equipment manufacturers constantly face changing industry dynamics. Titan directs its business and marketing strategy to understand and address the needs of customers and demonstrate the advantages of products. In particular, the Company often collaborates with customers in the design of new and enhanced products and recommends modified products to customers based on the Company's own market information. These value-added services enhance Titan’s relationships with customers. The Company tests new designs and technologies and develops manufacturing methods to improve product quality, performance, and cost. - **Reduction of Non-Core Assets and Other Strategic Considerations** The Company has reduced non-core assets and continues to explore ways to improve underperforming assets in an effort to improve cash flow and working capital and reduce debt. The Company’s expertise in the manufacture of off-highway wheels, tires, and undercarriage systems and components has permitted it to capitalize on opportunities to acquire businesses that complement this product line. In the future, Titan may consider strategic partnerships or joint ventures or make additional strategic acquisitions of businesses that have an off-highway focus. The Company continually explores worldwide opportunities to expand its manufacturing and distribution capabilities in order to serve new and existing geographies. ### SUSTAINABILITY Titan is committed to being a positive force in the lives of our employees, and customers and in the communities in which they work and live. The Company has made significant progress in ESG areas by creating and updating various policies, preparing new forms of monitoring, and expanding disclosure of data regarding operations. The protection of the environment is a core value at Titan. We are dedicated to the continual improvement of environmental performance of our global operations. In 2021, we became a signatory of the United National Global Compact, a set of international principles focusing on universal human rights, labor, the environment, and anti-corruption. From there, we began revisiting our policies and adopted both new policies and updates to existing policies which reflect these core values. With each of these updates, we have taken a stand against child and forced labor, harassment and discrimination at any of our sites or supplier or contractor sites. We intend to adhere to these ethical standards and follow outlined procedures for any infraction. Titan works toward continuous improvement in considering our impact on the environment. Whether it is creating tires that reduce soil compaction, which also help our customers increase yield, closely tracking our business operations to identify opportunities to reduce the use of certain solvents, finding uses for recycled materials or discovering new ways to design our facilities more sustainably, we are committed to making ongoing strides toward lessening our impact on our world. As part of our commitment to the environment, Titan has Environmental Management Systems in place across many of our global facilities. Our systems monitor and track energy consumption, waste management, pollution prevention, emissions control and overall environmental health throughout our footprint, which enables us to measure and continuously improve environmental performance. We also conduct routine internal environmental assessment audits at our facilities. Currently 17 of our locations are ISO 14001 certified, making up 45% of our facility footprint. We continue to strive for efficiency and operational improvements to lessen our impact on the environment. ### HUMAN CAPITAL The Company’s key human capital management objectives are to attract, retain and develop talent to deliver on the Company’s strategy. To support these objectives, the Company’s human capital programs are designed to keep people safe and healthy, develop talent to prepare them for critical roles and leadership positions, and facilitate internal talent mobility. Titan is committed to maintaining a diverse, equitable, inclusive, and safe workplace, where employees feel comfortable and encouraged to bring their whole selves to work. We value having a diverse range of backgrounds, talents, perspectives, cultures, and experiences and believe it enables us to make connections and understand our customer needs across the globe. We are committed to providing a workplace where all Titan employees work without fear of discrimination or harassment and are confident that all employment decisions are based entirely on individual merit. Titan believes that genuine diversity drives strategic advantage and contributes to the achievement of our corporate objectives. It enables Titan to attract people with the best skills and attributes, and to develop a workforce selected from all available talent, whose diversity reflects that of the customers and communities in which we serve. The Company focuses on the following in managing its human capital: ***Health and safety***: We have a safety program that focuses on implementing management systems, policies and training programs and performing assessments to evaluate whether workers are trained properly and help prevent injuries and incidents. Our employees are empowered with stop-work authority which enables them to immediately stop any unsafe or potentially hazardous working condition or behavior they may observe. We utilize a mixture of indicators to assess the safety performance of our operations, including total recordable injury rate, preventable motor vehicle incidents per million miles, corrective actions and near miss frequency. We also recognize outstanding safety behaviors through our annual awards program. Importantly, during the COVID-19 pandemic, our continuing focus on health and safety enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues safe. ***Compensation programs and employee benefits***: Our compensation and benefits programs provide a package designed to attract, retain and motivate employees. In addition to competitive base salaries, the Company provides a variety of short-term, long-term and commission-based incentive compensation programs to reward performance relative to key financial, human capital and customer experience metrics. We offer comprehensive benefit options including retirement savings plans, medical insurance, prescription drug benefits, dental insurance, vision insurance, accident and critical illness insurance, life and disability insurance, health savings accounts, flexible spending accounts, legal insurance, auto/home insurance and identity theft insurance. Additionally, we have conducted company-wide stock grant programs for employees with the most recent grant program occurring in March 2025. ***Employee experience and retention***: To evaluate the success of our employee experience and retention efforts, we monitor a number of employee measures, such as employee retention, internal promotions and referrals. We host town hall meetings that are designed to provide an open and frequent line of communication for all employees and to engage with our full team. ***Training and development:*** The Company is committed to the continued development of its people. We also offer various training and development programs, including an undergraduate tuition assistance program. Our employee evaluation process encourages performance and development check-ins throughout the year to provide for development across the Company. ### EMPLOYEES At December 31, 2025, the Company employed approximately 8,200 people worldwide, including approximately 5,300 located outside the United States. At December 31, 2025, the employees at each of the Company's Bryan, Ohio; Freeport, Illinois; and Des Moines, Iowa facilities, which collectively account for approximately 32% of the Company’s U.S. employees, are covered by collective bargaining agreements, which was renewed in January 2025 and will expire on November 16, 2028. Outside the United States, the Company enters into employment agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements generally correspond in each case with the required or customary terms in the subject jurisdiction. ### COMPETITION The Company competes with several domestic and international companies, some of which are larger and have greater financial and marketing resources than Titan. The Company believes it is a primary source of steel wheels to the majority of its North American customers. Major competitors in the off-highway wheel market include Accuride, Gianetti, Moveero, Jantsa, Kenda, Maxin, OTR, Pronar, Rimex, Trelleborg Group, Topy Industries, Ltd, Wanda and Wheels India Limited. Significant competitors in the off-highway tire market include Alliance Tire Company Ltd., Balkrishna Industries Limited (BKT), Bridgestone/Firestone, Michelin, Mitas a.s., and Pirelli. Significant competitors in the undercarriage market include Berco and Caterpillar. The Company competes on the basis of price, quality, sales support, customer service, design capability, and delivery time. The Company's position of manufacturing both the wheel and the tire allows Titan to provide innovative assembly solutions for our customers, creating a competitive advantage in the marketplace. 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. Titan owns the molds and dies used to produce its wheels and tires. However, certain of the Company’s OEM customers could elect to manufacture their own products to meet their requirements or to otherwise compete with the Company. The Company may be adversely affected by increased competition in the markets in which it operates, or competitors developing products that are more effective, less expensive, or otherwise rendering certain of Titan’s products less competitive. From time to time, certain of the Company’s competitors have reduced their prices in particular product categories, which has prompted Titan to reduce prices as well. There can be no assurance that competitors of the Company will not further reduce prices in the future or that any such reductions would not have a material adverse effect on the Company. ### OPERATIONS Titan’s operations include manufacturing wheels, manufacturing tires, combining these wheels and tires into assemblies, and manufacturing undercarriage systems and components for use in the agricultural, earthmoving/construction, and consumer markets. These operations entail many manufacturing processes in order to complete the finished products. - **Wheel Manufacturing Process** Most agricultural wheels are produced using a rim and a center disc. A rim is produced by first cutting large steel sheets to required width and length specifications. These steel sections are rolled and welded to form a circular rim, which is flared and formed in the rollform operation. The majority of discs are manufactured using presses that both blank and form the center to specifications in multiple stage operations. The Company e-coats wheels using a multi-step process prior to the final paint top coating. Large earthmoving/construction steel wheels are manufactured from hot and cold-rolled steel sections. Hot-rolled sections are generally used to increase cross section thickness in high stress areas of large diameter wheels. A special cold forming process for certain wheels is used to increase cross section thickness while reducing the number of wheel components. Rims are built from a series of hoops that are welded together to form a rim base. The complete rim base is made from either three or five separate parts that lock together after the rubber tire has been fitted to the wheel, the parts have been fully assembled, and the assembly inflated. For most wheels in our consumer segment, the Company manufactures rims and center discs from rolled and flat steel. Rims are rolled and welded, and discs are stamped and formed from the sheets. The manufacturing process then entails welding the rims to the centers and painting the assembled product. - **Tire Manufacturing Process** The first stage in tire production is the mixing of rubber, carbon black, and chemicals to form various rubber compounds. These rubber compounds are then extruded and processed with textile or steel materials to make specific components. These components – beads (wire bundles that anchor the tire with the wheel), plies (layers of fabric that give the tire strength), belts (fabric or steel fabric wrapped under the tread in some tires), tread, and sidewall – are then assembled into an uncured tire carcass. The uncured carcass is placed into a press that molds and vulcanizes the carcass under set time, temperature, and pressure into a finished tire. - **Wheel and Tire Assemblies** The Company’s position as a manufacturer of both wheels and tires allows Titan to mount and deliver one of the largest selections of off-highway assemblies in North America. Titan offers this value-added service of one-stop solution for wheel and tire assemblies for the agricultural, earthmoving/construction, and consumer segments. Both standard and LSW assemblies are delivered as a single, complete unit based on each customer’s specific requirements. - **Undercarriage Manufacturing Process** The undercarriage components (track groups, track and carrier rollers, idler assemblies, and sprockets) are all manufactured from steel and produced according to the Company's specifications or if requested alternatively according to customer specification. All tractor type track groups (up to 350-ton class) produced by the Company are built from five major parts: shoes, right and left hand links, pins, bushings and bolts and nuts. Shoes are manufactured from different shapes of hot rolled profiles (depending on application), sheared to length, and then heat treated for high wear bending and breaking resistance. Starting from 200-ton class excavator, shoes are either forged or casted. Tailor made special shaped shoes are obtained from heat treated steel cast in the Company foundry. Right and left hand links are die forged, hot trimmed, mass heat treated, pre-machined, induction hardened on rail surface for optimal wear and fatigue resistance, and finally machined. Pins are made from round bars that are cut, machined, heat treated, and surface finished. Bushings are generally cold extruded, pre-machined, mass heat treated by several thermal processes, carburizing or induction hardened or through hardened for wear resistance and optimal toughness and finish machined. Within the steel track undercarriage manufacturing business, monobloc type track groups (250-ton class and up) are high alloyed steel heavy castings, mass heat treated, induction hardened and precision machined to purpose in the Company's integrated foundry in Spain. This vertically integrated manufacturing capability provides the business with significant competitive advantages. The lifetime lubricated and maintenance-free track and carrier rollers are assembled with three major components: single or double flange roller shells (typically hot forged in halves, deep hardened, friction or arc welded, and finish machined with metallurgical characteristics depending upon size and application), shafts (generally cut from bars or forged, mass heat treated, pre-machined, induction hardened, and ground) and casted brackets to fit the rollers onto the machine. The sealing of the rollers is generally obtained by Duo Cone Steel seals. Between shell and shaft there are sliding bearings or tapered roller bearing. The idler assemblies are also lifetime lubricated, for virtually no maintenance. They are offered with cast (single web or hollow design), forged (single web) or fabricated (welded) shells, depending on size and application, and feature induction-hardened tread surfaces for optimal wear resistance. The sprockets, designed to transfer the machine driving loads from the final drive to the track, are produced cast or forged in several geometric options, depending upon size and application. They are also heat treated for wear resistance and cracking resistance. The undercarriage systems, custom designed and produced by the Company, consist of a structural steel fabricated frame, all the undercarriage components mentioned above (track groups, track and carrier rollers, idler assemblies, and sprockets) and a final drive. They are completely assembled in house, for consistent quality. The Company has implemented the digitalization of components such as rollers and chains. This technology, named “Trust” (TrackAdvice undercarriage smart technology) consists of embedding sensors inside the components, making them “intelligent” and able to provide real time data, supporting decisions on maintenance and effective use of the undercarriage. The sensors communicate via Bluetooth with a display, installed in the cabin of the operator and via cloud through a gateway installed on the machine. The data extracted from the embedded sensors are temperature, working hours, and information about vibration, speed, idling time and geo-localization of the machine. The full set of data is visible on a cloud-based platform named TrackAdvice, where the end user can remotely monitor the status of its machines. Also, the system has been designed to send instant notifications in case critical parameters are reached, making it a proactive system at the service of the end users. - **Quality Control** The Company is ISO certified at all seven main domestic manufacturing facilities located in Aiken, South Carolina; Bryan, Ohio; Clinton, Tennessee; Des Moines, Iowa; Freeport, Illinois; Jackson, Tennessee; and Quincy, Illinois, as well as the majority of its foreign manufacturing facilities. The ISO series is a set of related and internationally recognized standards of management and quality assurance. The standards specify guidelines for establishing, documenting, and maintaining a system to ensure quality. The ISO certifications are a testament to Titan’s dedication to providing quality products for its customers. - **International Operations** The Company operates manufacturing facilities outside of the United States in Latin America, Europe, and Asia and other international regions. For the year ended December 31, 2025, these regions contributed 18%, 24%, and 8% of the Company's net sales, respectively. For the year ended December 31, 2024, they accounted for 16%, 25%, and 8% of net sales, respectively. For the year ended December 31, 2023, the contributions were 19%, 31% and 5% of net sales, respectively. ### RAW MATERIALS Steel, natural rubber, synthetic rubber, carbon black, bead wire, and fabric are the primary raw materials used by the Company. To help ensure a consistent steel supply, Titan purchases raw steel from various steel mills and maintains relationships with steel processors for steel preparation. The Company is not dependent on any single producer for its steel supply; however, some components do have limited suppliers. Rubber and other raw materials for tire manufacture represent some of the Company’s largest commodity expenses. Titan has developed a procurement strategy and practice designed to mitigate price risk and lower cost. Titan buys rubber in markets where there are usually several sources of supply. In addition to the development of key domestic suppliers, the Company’s strategic procurement plan includes international steel and rubber suppliers to assure competitive price and quality in the global marketplace. As is customary in the industry, the Company does not have long-term contracts for the purchase of steel or rubber and, therefore, purchases are subject to price fluctuations. ### RESEARCH, DEVELOPMENT, AND ENGINEERING The Company’s research, development, and engineering staff tests original designs and technologies and develops new manufacturing methods to improve product performance. Titan’s engineering and manufacturing resources are focused on designing quality products that address the needs of our customers and end-users across the markets that Titan serves. Titan’s team of experienced engineers continuously work on new and improved engineered solutions that evolve with today’s applications for the off-highway wheel, tire, and assembly markets. As a part of the design process, Titan seeks to be stewards of the environment through the adoption of eco-design principles, life cycle assessments, and evaluation of incorporating the use of recycled material and alternate environmentally friendly and sustainable raw materials where possible. Titan's advantage as both a wheel and tire manufacturer allows the Company to design, test, and bring to market innovative solutions to meet the specific needs of its customers. For example, Titan has developed the LSW technology, featuring a larger rim diameter and a smaller sidewall than standard tires, which helps reduce power hop, road lope and soil compaction, and provides improved safety and performance. Research and development (R&D) expenses are expensed as incurred. R&D costs were $18.3 million, $16.5 million, and $12.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. ### PATENTS, TRADEMARKS, AND ROYALTIES The Company owns various patents. Due to the difficulty in predicting the interpretation of patent laws, the Company cannot anticipate or predict any material adverse effect on its operations, cash flows, or financial condition to the extent the Company is unable to protect its patents or should the Company be found to be infringing the patents of third parties. The Company owns various national and international trademarks and trademark registrations. The Company has royalty-bearing trademark license agreements with Goodyear 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. ### CUSTOMERS Titan’s 10 largest customers accounted for 33% of net sales for the year ended December 31, 2025, and 35% of net sales for the year ended December 31, 2024. Net sales to Deere & Company in Titan's agricultural, earthmoving/construction, and consumer segments combined represented 10% and 11% of the Company's consolidated net sales for the years ended December 31, 2025 and 2024, respectively. No other customer accounted for 10% or more of Titan’s net sales in 2025 or 2024. Management believes the Company is not dependent on any single customer; however, certain products are dependent on a few customers. While the loss of any substantial customer could impact Titan’s business, the Company believes that its diverse product mix and customer base should minimize a longer-term impact caused by any such loss. ### ORDER BACKLOG The Company's backlog of orders is not considered material to, or a significant factor in, evaluating and understanding any of the Company's business segments or Titan's businesses considered as a whole. ### MARKETING AND DISTRIBUTION The Company employs an internal sales force and utilizes several manufacturing representative firms for sales in North America, Europe, Latin America, Asia, and other worldwide locations. Sales representatives are primarily organized within geographic regions. Titan distributes wheels, tires, assemblies, and undercarriage systems directly to OEMs. The distribution of aftermarket tires occurs primarily through a network of independent and OEM-affiliated dealers, along with tire wholesalers. ### SEASONALITY Agricultural equipment sales are seasonal by nature. Farmers generally order equipment to be delivered before the growing season. Shipments to OEMs in the agricultural industry in the U.S. and Europe usually peak during the Company’s first and second quarters for the spring planting period, while shipments in Latin America usually peak during the Company's second and third quarters for the fall planting period. Earthmoving/construction and consumer segments have historically experienced higher demand in the first and second quarters. These segments are affected by mining, building, economic conditions and various global commodity prices. ### LAWS AND GOVERNMENTAL REGULATIONS The Company's policy is to conduct its global operations in accordance with all applicable laws, regulations and other requirements. In the ordinary course of business, similar to other industrial manufacturing companies, Titan is subject to extensive and evolving federal, state, local, and international environmental laws and regulations. From time to time, the Company has incurred, and may in the future incur, costs and additional charges associated with environmental compliance and cleanup projects, including remediation activities. As appropriate, the Company makes provisions for the estimated financial impact of potential environmental cleanup activities. The Company’s policy is to accrue environmental cleanup-related costs of a non-capital nature when those costs are believed to be probable and can be reasonably estimated. Expenditures that extend the life of the related property, or mitigate or prevent future environmental contamination, are capitalized. The Company does not currently anticipate any material capital expenditures for environmental control facilities. The quantification of environmental exposures requires an assessment of many factors, including changing laws and regulations, advances in environmental technologies, the quality of information available related to specific sites, the assessment stage of the site investigation, preliminary findings, and the length of time involved in remediation or settlement. Due to the difficult nature of reliably predicting future environmental costs, the Company may not be able to anticipate or predict with certainty the potential material adverse effect on its operations, cash flows, or financial condition as a result of efforts to comply with, or any future liability under, environmental laws, regulations or other requirements. ### AVAILABLE INFORMATION The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports are made available, without charge, through the Company’s website located at www.titan-intl.com under "Investor Relations" as soon as reasonably practicable after they are filed with the SEC. You can also obtain copies of these materials by accessing the SEC’s website at www.SEC.gov. The following documents are also posted on the Company’s website: - Corporate Governance Policy - Code of Business Conduct - Audit Committee Charter - Compensation Committee Charter - Nominating Committee Charter - Corporate Governance Committee Charter - Environmental and Social Commitment You may obtain printed copies of these documents, without charge, by writing to: Titan International, Inc., c/o Corporate Secretary, 1525 Kautz Road, Suite 600, West Chicago, Illinois 60185. The information on, or that may be accessed through, the aforementioned websites is not incorporated into this filing and should not be considered a part of this filing. ## Risk factors As filed, 39,831 characters. The Company is subject to various risks and uncertainties that it believes are significant to our business. These risks relate to or arise out of the nature of the Company's business and overall business, economic, financial, legal, and other factors or conditions that may affect the Company. In addition to risks discussed elsewhere in this report, the following are factors that could, individually or in the aggregate, materially adversely affect the Company’s business, financial condition and results of operations and cause the Company's actual results to differ from past results and/or those anticipated, estimated or projected. In addition, other risks not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition and results of operations, perhaps materially. It is impossible to reliably predict or identify all such risks and uncertainties and, as a result, you should not consider the following factors to be a complete discussion of all risks or uncertainties that may impact the Company’s business, financial condition or results of operations. #### Industry and Customer Base - **The Company operates in cyclical industries and is subject to changes in U.S. and global economies.** The Company's sales are substantially dependent on three major industries: agricultural equipment, earthmoving/construction equipment, and consumer products. The business activity levels in these industries are subject to specific industry and general economic cycles. Any downturn in these industries or the general economies in the countries in which the Company’s products are sold could drive decreases in demand for Titan’s products and have a material adverse effect on Titan’s business. The agricultural equipment industry is affected by crop prices, farm income and farmland values, weather, export markets, and government policies. The earthmoving/construction industry is affected by the levels of government and private construction spending and replacement demand. The mining industry, which is within the earthmoving/construction industry, is affected by raw material commodity prices. The consumer products industry is affected by consumer disposable income, weather, competitive pricing, energy prices, and consumer attitudes. In addition, the performance of these industries is sensitive to interest rate and foreign exchange rate changes and varies with the overall level of economic activity. The cyclical and volatile nature of the industries on which our sales are substantially dependent results in significant fluctuations in profits and cash flow from period to period and over the business cycle. - **The Company’s revenues are seasonal in nature due to Titan’s dependence on seasonal industries.** The agricultural, earthmoving/construction, and consumer markets are seasonal, with typically lower sales during the second half of the year. This seasonality in demand has resulted in fluctuations in the Company’s revenues and operating results between the first half and the second half of the year. Because much of Titan’s overhead expenses are fixed, seasonal trends can cause volatility in profit margins and Titan's financial condition, especially during slower periods. - **The Company’s customer base is relatively concentrated.** The Company’s ten largest customers, which are primarily OEMs, accounted for 33%, 35%, and 40% of Titan’s net sales for 2025, 2024, and 2023, respectively. Net sales to Deere & Company represented 10%, 11%, and 13% of Titan’s net sales for 2025, 2024, and 2023 respectively. No other customer accounted for 10% or more of Titan's net sales in 2025, 2024, or 2023. Titan’s business could be adversely affected if one of its larger customers reduces, or otherwise eliminates in full, its purchases from Titan due to work stoppages or slow-downs, financial difficulties, as a result of termination provisions, competitive pricing, or other reasons. There is also continuing pressure from OEMs to reduce costs, including the cost of products and services purchased from outside suppliers such as Titan, and in that regard OEMs may develop in-house tire and wheel capabilities. There can be no assurance that Titan will be able to maintain its long-term relationships with its major customers which could have an adverse effect on the Company's results of operations. - **The Company faces substantial uncertainties related to the currently dynamic and uncertain tariff policy environment, including increased competition from domestic and international companies, increased costs and potential reductions in customer demand.** 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. As described below, the imposition of these tariffs has been fluid and changing and the tariffs have the ability to 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 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 uncertain 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 as well as the uncertainty and consequences of litigation related to the validity of certain tariffs. These strategies include seeking alternative suppliers, reclassifying goods to reduce tariff exposure where permissible, negotiating with suppliers and customers to manage the increased costs. However, there is no assurance that these strategies will be successful. The recently imposed U.S. tariffs are the subject of ongoing litigation. In August 2025, the U.S. Court of Appeals for the Federal Circuit held that the President lacked authority under International Emergency Economic Powers Act ("IEEPA") to impose the challenged tariffs but stayed its ruling while the U.S. Supreme Court reviewed the issue. In February 2026, the U.S. Supreme Court affirmed the decision of the Court of Appeals. Following the ruling, the Trump administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase this“global tariff” to 15%, effective immediately, using presidential powers under certain U.S. trade laws. If implemented, these tariffs can remain in effect for up to 150 days, which may be extended by the U.S. Congress. The Trump Administration may continue to impose additional tariffs under other U.S. trade laws. In addition, in light of the Supreme Court’s decision, there is also uncertainty about whether companies are entitled to refunds, the timing of those refunds and the contractual issues that include potential disputes over entitlement to refundable duties. Given the dynamic and uncertain tariff policy environment, we are continuing to assess the impact of past and possible future tariffs and the consequences of the Supreme Court's decision. The impact on our business, financial condition, and results of operations may be material, but the future impact remains uncertain. - **The Company could be negatively impacted if Titan fails to maintain satisfactory labor relations.** Titan is party to collective bargaining agreements covering a portion of the Company's workforce. Titan is exposed to risks associated with disruptions to the Company’s operations if the Company is unable to reach a mutually agreeable domestic collective bargaining agreement, once the term of the existing agreement expires. The current domestic collective bargaining agreement was ratified in January 2025 and will expire in November 2028. If Titan is unable to maintain satisfactory labor relations with its employees covered by collective bargaining agreements, these employees could engage in strikes, or the Company may otherwise experience work slowdowns or be subject to other labor actions. Any such actions, and any other labor disputes with the Company’s employees domestically or internationally, could materially disrupt its operations. Future collective bargaining agreements may impose significant additional costs on Titan, which could adversely affect its financial condition and results of operations. - **Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.** The market for highly skilled workers in our industry is extremely competitive. If we are less successful in our recruiting efforts, or if we cannot retain and motivate highly skilled workers and key leaders representing diverse backgrounds, experiences and skill sets, our business and financial performance may be adversely affected. #### Supplier and Raw Material Exposure - **The Company is exposed to price fluctuations of key commodities.** The Company uses various raw materials, most significantly steel, natural rubber, synthetic rubber, carbon black, bead wire, and fabric in manufacturing its products across all of its market segments. The Company does not generally enter into long-term commodity contracts and does not use derivative commodity instruments to hedge exposures to commodity market price fluctuations. Therefore, the Company is exposed to price fluctuations of key commodities. In addition, our business is susceptible to increases in other costs such as energy and natural gas prices to run our operating facilities as a result of factors beyond our control, including unfavorable weather conditions. Although the Company attempts to pass on certain material price and other cost increases to its customers, there is no assurance that the Company will be able to do so in the future. Any increase in the price of steel and rubber that is not passed on to customers could result in declining margins and have a material adverse effect on Titan’s financial condition and results of operations. The Company is also exposed to reductions in pricing of key commodities which could result in declining margins due to the cost of inventory being held at higher costs than the expected selling price to the end customer. - **Demand for global logistical services can negatively impact the cost of delivery to the end customer and unexpected delays in meeting delivery requirements to the end customer.** The Company uses various logistical providers and transportation methods including containers to transport its products to the end customers. The overall demand for containers depends largely on the rate of world trade and economic growth. The Company is exposed to significant price fluctuations on global shipping costs as well as uncertainty in terms of shipping delays as a result of the container demand and shortages. While the Company does attempt to pass on certain shipping and delivery related charges to its customer, there is no assurance that the Company will be able to do so into the future which could result in declining margins and have a material adverse effect on Titan's financial condition and results of operations. - **The Company relies on a limited number of suppliers.** The Company currently relies on a limited number of suppliers for certain key commodities, which consist primarily of steel and rubber, in the manufacturing of Titan products. If the Company’s suppliers are unable to provide raw materials to Titan in a timely manner, or are unable to meet our quality, quantity or cost requirements, the Company may not in all cases be able to promptly obtain substitute sources. Any extended delay in receiving critical materials could impair Titan’s ability to deliver products to its customers. The loss of key suppliers, the inability to establish relationships with replacement suppliers, or the inability of Titan's suppliers to meet price, quality, quantity, and delivery requirements could have a significant adverse impact on the Company’s results of operations. - **The Company has significant international operations and sales and purchases raw materials from foreign suppliers.** The Company had total aggregate net sales outside the United States of approximately $0.9 billion, $0.9 billion, and $1.0 billion for the years ended December 31, 2025, 2024, and 2023, respectively. Net sales outside the United States are a significant proportion of total net sales, accounting for 50%, 49% and 55% for the years ended December 31, 2025, 2024, and 2023, respectively. Net sales from these international operations are expected to continue to represent a similar portion of total net sales for the foreseeable future. *International Operations and Sales –* International operations and sales are subject to a number of risks and restrictions, that are not generally applicable to Titan’s North American operations including, but not limited to, risks with respect to currency exchange rates, economic and political destabilization, other disruption of foreign markets, restrictive actions by foreign governments (such as restrictions on transfer of funds, export duties, and quotas and foreign customs) and local epidemics or pandemics. Other risks include: changes in foreign laws regarding trade and investment; difficulties in establishing and maintaining relationships with respect to product distribution and support; nationalization; reforms of United States laws and policies affecting trade, restrictions on foreign investment, and restrictions on loans to foreign entities; and changes in foreign tax and other laws. There may also be restrictions on the Company's ability to repatriate earnings and investments from international operations. There can be no assurance that one or a combination of these factors will not have a material adverse effect on the Company’s ability to increase or maintain its international sales and results of operations. *Foreign Suppliers –* The Company purchases raw materials from foreign suppliers. The production costs, profit margins, and competitive position of the Company are affected by the strength of the currencies in countries where Titan purchases goods and services, relative to the strength of the currencies in countries where the products are sold. The Company’s results of operations, cash flows, and financial position may be affected by fluctuations in foreign currencies. #### International - **The Company may be affected by unfair trade practices.** Titan faces intense competition from producers both in the United States and around the world, some of which may engage in unfair trade practices. For example, in early January 2016, Titan, along with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Worker International Union, AFL-CIO, CLC of Pittsburgh, Pennsylvania, filed petitions with the U.S. Department of Commerce ("DOC") and the U.S. International Trade Commission ("ITC") alleging that imported off-the-road tires from India and Sri Lanka and wheel and tire assemblies from China were being dumped and/or subsidized and were a cause of material injury to the domestic industry. As a result, antidumping ("AD") and countervailing duty ("CVD") orders were imposed on dumped and subsidized imports of off-the-road tires from India. Titan Tire Corporation has been participating in recent annual administrative reviews of the AD/CVD orders by the DOC and has appealed aspects of the final results of the 2021 CVD administrative review to the U.S. Court of International Trade. Unfair trade practices by international competitors may have a material adverse effect on Titan's business, financial condition and results of operations. - **The Company may be adversely affected by changes in government regulations and policies.** Domestic and foreign political developments and government regulations and policies directly affect the agricultural, earthmoving/construction, and consumer products industries in the United States and abroad. Regulations and policies in the agricultural industry such as those concerning greenhouse gas emissions in the United States and ongoing U.S. budget issues could negatively impact the Company's business. The earthmoving/construction industry is affected by changes in construction activity, housing starts, and other regulations related to the mining and the construction of roads, bridges, and infrastructure. The modification or adoption of existing laws, regulations, or policies could have an adverse effect on any one or more of these industries and, therefore, on Titan’s business. In August 2022, the “Inflation Reduction Act” (H.R. 5376) was signed into law in the United States. As part of the Inflation Reduction Act, the U.S. Congress enacted the corporate alternative minimum tax ("CAMT"). The Inflation Reduction Act or CAMT has not had a material impact on our financial results, including on our reported effective tax rate. - **The military conflict between Russia and Ukraine may adversely affect our business and financial statements.** 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, imposed targeted economic sanctions on Russia and certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted by the United States and other countries throughout the world and these economic sanctions may result in an adverse effect on the Company's Russian operations. Furthermore, while we have policies, procedures and internal controls in place designed to ensure compliance with applicable sanctions and trade restrictions, and though the current effects from the Russia-Ukraine conflict have, thus far, not resulted in a material adverse impact to the Company’s financial condition or results of operations, our employees, contractors, and agents may take actions in violation of such policies and applicable law and we could be held ultimately responsible. We rely on our employees to adhere to the policies, procedures and internal controls we have established to maintain compliance with evolving sanctions and export controls. To that end, we have implemented training programs, both in person and online, to educate our employees on applicable sanctions and export controls laws. If we are held responsible for a violation of U.S. or other countries’ sanctions laws, we may be subject to various penalties, any of which could have a material adverse effect on our business, financial condition or results of operations. The Company currently owns 64.3% of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represented approximately 7% and 5% of consolidated total assets of Titan as of December 31, 2025 and 2024, respectively. The increase in asset percentage from 2024 to 2025 was primarily driven by foreign exchange rate fluctuations. The Russian operations represent approximately 4%, 5%, and 6% of consolidated total sales for the years ended December 31, 2025, 2024, and 2023, 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 its business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations. #### Liquidity - **The Company’s revolving credit facility and other debt obligations contain covenants that could limit the Company's financial and operational flexibility.** The Company’s revolving credit facility, the indenture relating to the Company’s 7.00% senior secured notes due 2028 and its other debt obligations contain covenants and restrictions that may impact the Company’s business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Debt Restrictions” below for a further discussion of these covenants and restrictions. A breach of one or more of these covenants could result in adverse consequences that could negatively impact the Company's business, results of operations and financial condition. These consequences could limit Titan’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends, or to take advantage of business opportunities, including future acquisitions. Titan’s ability to comply with the covenants may be affected by events beyond its control, including prevailing economic, financial, and industry conditions. #### Legal and Compliance - **Unfavorable outcomes of legal proceedings could adversely affect Titan's results of operations.** The Company is 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, the Company cannot anticipate or predict any material adverse effect on its consolidated financial condition, results of operations, or cash flows as a result of efforts to comply with, or its liabilities pertaining to, legal judgments. Any adverse outcome in any litigation involving Titan or any of its subsidiaries could negatively affect the Company's business, reputation, and financial condition. - **The Company is subject to anti-corruption laws and regulations.** The Company has international operations and must comply with anti-corruption laws and regulations including the U.S. Foreign Corrupt Practices Act (FCPA). These anti-bribery laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value for the purpose of obtaining or retaining business. The FCPA prohibits these payments regardless of local customs and practices. Safeguards that Titan may implement to discourage these practices could prove to be ineffective, and violations of these laws may result in criminal or civil sanctions or other liabilities or proceedings against Titan and could adversely affect the Company's business and reputation. - **The Company may be subject to product liability and warranty claims.** The Company warrants its products to be free of certain defects and, accordingly, may be subject, in the ordinary course of business, to product liability or product warranty claims. Losses may result or be alleged to result from defects in Titan products, which could subject the Company to claims for damages, including consequential damages. There can be no assurance that the Company's insurance coverage will be adequate for liabilities actually incurred or that adequate insurance will be available on terms acceptable to the Company. Any claims relating to defective products that result in liability exceeding Titan’s insurance coverage could have a material adverse effect on Titan's financial condition and results of operations. Further, claims of defects could result in negative publicity against Titan, which could adversely affect the Company’s business and reputation. - **The Company is subject to risks associated with climate change regulations.** Governmental regulatory bodies in the United States and other countries have adopted, or are contemplating introducing regulatory changes in response to the potential impacts of climate change. New laws and regulations regarding climate change may be designed to reduce greenhouse gas emissions and/or mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy). Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements. In addition, any failure to adequately address stakeholder expectations with respect to ESG matters may result in the loss of business, have adverse reputational impacts, dilute market valuations and create challenges in attracting and retaining customers and talented employees. The Company’s customers may also be affected by climate change regulations that may impact future purchases of the Company's products. The potential impacts of climate change and climate change regulations are highly uncertain at this time, and the Company cannot currently anticipate or predict any material adverse effect on its consolidated financial condition, results of operations, or cash flows as a result of climate change and climate change regulations. - **The Company is subject to risks associated with environmental laws and regulations.** The Company’s operations are subject to federal, state, local, and foreign laws and regulations governing, among other things, emissions to air, discharge to waters, and the generation, handling, storage, transportation, treatment, and disposal of waste and other materials. The Company’s operations entail risks in these areas, and there can be no assurance that Titan will not incur material costs or liabilities, including in connection with complying with the laws and regulations and any required remediation. In addition, potentially significant expenditures could be required in order to comply with evolving environmental and health and safety laws, regulations, or requirements that may be adopted or imposed in the future. Titan’s customers may also be affected by environmental laws and regulations that may impact future purchases of the Company's products. - **The Company is subject to corporate governance requirements, and costs related to compliance with, or failure to comply with, existing and future requirements could adversely affect Titan’s business.** The Company is subject to corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations of the SEC, the Public Company Accounting Oversight Board ("PCAOB"), and the New York Stock Exchange ("NYSE"). These laws, rules, and regulations continue to evolve and may become increasingly restrictive in the future. Failure to comply with these laws, rules, and regulations may have a material adverse effect on Titan’s reputation and financial condition, and the value of the Company’s securities. - **The Company is subject to risks associated with maintaining adequate disclosure controls and internal controls over financial reporting.** Failure to maintain adequate financial and management processes and controls could affect the accuracy and timing of the Company's financial reporting. Testing and maintaining effective internal control over financial reporting and disclosures involves significant costs and could divert management's attention from other matters that are important to Titan's business. If the Company does not maintain adequate financial and management personnel, processes, and controls, it may not be able to accurately report its financial performance on a timely basis, the Company may be otherwise unable to comply with the periodic reporting requirements of the SEC and the listing of the Company’s common stock on the NYSE could be suspended or terminated, each of which could have a material adverse effect on the confidence in the Company's financial reporting, its credibility in the marketplace, and the trading price of Titan's common stock. #### Information Technology and Data Protection - **The Company may be adversely affected by a disruption in, or failure of, information technology systems.** In the ordinary course of business, the Company relies upon information technology systems, some of which are managed by third parties, to process, transmit, and store electronic information. Technology systems are used in a variety of business processes and activities, including purchasing, manufacturing, distribution, invoicing, and financial reporting. The Company utilizes security measures and business continuity plans to prevent, detect, and remediate damage from computer viruses, natural disasters, unauthorized access (whether through cybersecurity attacks or otherwise), utility failures, and other similar disruptions. Despite Titan's security measures and safeguards, a security breach or information technology system interruption or failure may disrupt and affect the Company's business, resulting in customer dissatisfaction and potential legal claims and may adversely affect Titan’s results of operations and financial conditions. There can be no assurance that any such security measures or plans will be sufficient to mitigate all potential risks to Titan's systems, networks, and information. Further a significant theft, loss, or fraudulent use of customer or employee information could adversely impact the Company's reputation and could result in unauthorized release of confidential or otherwise protected information, significant costs, fines, and litigation, including with respect to enhanced cybersecurity protection and remediation costs. The Company is currently undergoing upgrades and improvements to its core enterprise resource planning systems which are ‘cloud based’. Despite security measures, these systems are vulnerable to disruption of service and security breaches as mentioned above. Further, investment in ‘cloud based’ systems may have an adverse impact on short-term results of operations and financial condition. - **The Company is subject to governmental laws, regulations and other legal obligations related to privacy and data protection.** The legislative and regulatory framework for privacy and data protection issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Titan collects personally identifiable information ("PII") and other data as integral parts of its business processes and activities. This data is subject to a variety of U.S. and international laws and regulations, including oversight by various regulatory or other governmental bodies. Many foreign countries and governmental bodies, including the European Union, Canada, and other relevant jurisdictions where we conduct business, have laws and regulations concerning the collection and use of PII and other data obtained from their residents or by businesses operating within their jurisdiction that are more restrictive than those in the U.S. Additionally, in 2016, the European Union adopted the General Data Protection Regulation that imposes more stringent data protection requirements and provides for greater penalties for noncompliance. Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations could result in additional cost and liability to the Company or Company officials, damage our reputation, inhibit sales, and otherwise adversely affect our business. #### General - **The Company is subject to foreign currency translation risk.** The Company operates in many worldwide locations and transacts business in many foreign currencies. Titan's financial statements are reported in U.S. dollars with financial statements of international subsidiaries being initially recorded in foreign currencies and translated into U.S. dollars. Large fluctuations in currency exchange rates between the U.S. dollar and other global currencies may have a material adverse impact on the Company's financial condition, results of operations, and liquidity. 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 adopted the impacts of this standard for the years ended December 31, 2025 and 2024. See Note 1 to our consolidated financial statements for further discussion. - **The Company may incur additional tax expense or tax exposure.** The Company is subject to income taxes in the United States and numerous foreign jurisdictions, and has domestic and international tax liabilities which are dependent upon the distribution of income among these different jurisdictions. Titan's income tax provision and cash tax liability in the future could be adversely affected by numerous factors, including income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities, and changes in tax laws and regulations. The Organization for Economic Co-operation and Development (the “OECD”) has issued various proposals that would change long-standing global tax principles. These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, to be effective as of January 2024. Further, in January 2025, the United States announced its withdrawal from the OECD and, as a result, the Company is continuing to assess the ongoing impact on its consolidated tax rate and income tax provision. - **The Company is subject to risks related to uncertainties in global and regional economic conditions.** Our results of operations are materially affected by economic conditions globally, regionally and in the particular industries we serve. The demand for our products tends to be cyclical and can be significantly reduced in periods of economic weakness characterized by lower levels of government and business investment, lower levels of business confidence, lower corporate earnings, high real interest rates, lower credit activity or tighter credit conditions, high inflation, higher unemployment and lower consumer spending. Certain aspects of our business that are heavily consumer driven and dependent on discretionary spending may be impacted on an even broader scale by some of these economic conditions. Also, our current and future operating costs of labor, raw materials and logistics may be impacted by higher inflation and higher interest rates. Economic conditions vary across regions and countries, and demand for our products generally increases in those regions and countries experiencing economic growth and investment. Slower economic growth or a change in the global mix of regions and countries experiencing economic growth and investment could have an adverse effect on our business, financial condition and results of operations. - **The Company is not insured against all potential losses and could be harmed by natural disasters, catastrophes, or sabotage.** The Company's business activities involve substantial investments in manufacturing facilities and products are produced at a limited number of locations. These facilities could be materially damaged, including as a result of natural disasters, such as fires, floods, tornadoes, hurricanes, and earthquakes, or by sabotage. The Company could incur uninsured losses and liabilities arising from such events, as well as damage to its reputation, and/or suffer material losses in operational capacity and efficiency, which could have a material adverse impact on Titan's business, financial condition, and results of operations. - **Acquisitions/divestitures may require significant resources and/or result in significant losses, costs, or liabilities.** Any future acquisitions or divestitures will depend on the Company’s ability to identify suitable opportunities, to negotiate acceptable terms, and to finance acquisitions. Titan will also face competition for suitable acquisition candidates, which may increase costs. In addition, acquisitions and divestitures require significant managerial attention, which may be diverted from current operations. Furthermore, acquisitions and divestitures of businesses or facilities entail a number of additional risks and challenges including: integrating acquisitions with existing operations; and separating operations in connection with dispositions; applying internal controls and processes throughout the acquired business; potential disruption of the Company's ongoing business; inability to maintain key customer, supplier, and employee relationships; potential that transactions do not produce satisfactory returns on a timely basis or at all; and exposure to unanticipated liabilities. International acquisitions or divestitures may be more complex and time consuming. Also, international acquisitions and divestitures may include a number of additional risks, including the integration of acquisitions or separation of divestitures in compliance with foreign laws and regulations and business and accounting systems. Subject to the terms of its existing indebtedness, the Company may finance future acquisitions with cash from operations, additional indebtedness, and/or by issuing additional equity securities. These commitments may impair the operation of Titan’s businesses. In addition, the Company could face financial risks associated with incurring additional indebtedness, such as reducing liquidity and access to financing markets and increasing the amount of cash flow required to service such indebtedness. ## Cybersecurity As filed, 3,206 characters. The Company subscribes to a defense in depth strategy when it comes to cybersecurity and has processes in place to assist in the assessment, identification, and management of material risks from threats. Our cybersecurity strategy is largely guided by key principles and frameworks from the National Institute of Standards and Technology (NIST). The Company maintains technical and organizational safeguards, including employee training, incident response capability reviews, cybersecurity insurance and business continuity mechanisms for the protection of the Company’s assets. From time to time, the Company’s processes are audited and validated by internal and external experts. Semi-annually, the Company performs a risk mitigation assessment to assess and determine specific cybersecurity risks prevalent within its global information technology infrastructure and how those risks are mitigated. Further, through the use of an independent third-party service provider, the Company performs external penetration testing as well as internal network vulnerability testing to assess and identify gaps and vulnerabilities within the Company's global information systems. In the event of a cybersecurity breach, the Company would execute its incident response plan, which provides a structured response, including proper reporting and communication of the incident. When a cybersecurity incident is determined to be significant, it is addressed by Senior Director of Information Technology using processes that leverage subject-matter expertise from across the Company. Further, the Company typically will engage third-party advisors as part of our incident management processes. All cybersecurity incidents that are identified as having the potential to be highly significant to the Company are brought to the attention of SVP, Chief Financial Officer as part of our cybersecurity incident response processes. The Company's executive management would report such incidents to the Company's Board of Directors as deemed necessary based on the overall significance and impact to the Company. Our cybersecurity team has an average of over 25 years of experience in information technology, security, and risk management, including individuals with a master’s degree in business administration as well as a master’s degree in cybersecurity. Cybersecurity risk management is incorporated into our overall enterprise risk management program. As part of its enterprise risk management efforts, critical enterprise risks are assessed by senior management annually and discussed with the Company's Board of Directors. Our Board of Directors has ultimate oversight for risks relating to our cybersecurity program and practices and receives regular updates from management on cybersecurity risks and threats. There have been no recent incidents of cybersecurity breaches within the Company’s information systems in the past three fiscal years. For additional information regarding risks related to possible future cybersecurity incidents, refer to “The Company may be adversely affected by a disruption in, or failure of, information technology systems” within “Item 1A – Risk Factors” in Part I of this Form 10-K. ## Properties As filed, 1,666 characters. The Company’s properties with total square footage above one million, all of which are owned by the Company, are detailed by the location, size, and focus of each facility as provided in the table below (amounts in thousands): | Location | Approximate square footage Owned | Use | Segment | | --- | ---: | --- | --- | | Sao Paulo, Brazil | 2,917 | Manufacturing, distribution | All segments | | Union City, Tennessee | 2,212 | Manufacturing, distribution | All segments | | Volzhsky, Russia | 2,183 | Manufacturing, distribution | All segments | | Des Moines, Iowa | 1,930 | Manufacturing, distribution | All segments | | Quincy, Illinois | 1,205 | Manufacturing, distribution | All segments | | Freeport, Illinois | 1,202 | Manufacturing, distribution | All segments | | Meizhou, China | 1,033 | Manufacturing, distribution | All segments | The Company’s total properties by continent are detailed by the location, size, and focus as provided in the table below (amounts in thousands): | Location | Approximate square footage Owned | Leased | Use | Segment | | --- | ---: | ---: | --- | --- | | North America | 7,463 | 3,372 | Manufacturing, distribution | All segments | | Europe / CIS | 4,052 | 115 | Manufacturing, distribution | All segments | | Latin America | 2,970 | 289 | Manufacturing, distribution | All segments | | Asia and other regions | 1,348 | 250 | Manufacturing, distribution | All segments | | Total | 15,833 | 4,026 | | | The Company considers each of its facilities to be in good condition and adequate for present use. Management believes that the Company has sufficient capacity to meet current market demand with its active facilities. ## Legal proceedings As filed, 507 characters. The Company is subject, from time to time, to certain legal proceedings and claims arising out of the normal course of its business, which cover a wide range of matters, including environmental issues, product liability, contracts, and labor and employment matters. See Note 22 to our consolidated financial statements for further discussion. In our opinion, pending legal matters are not expected to have a material adverse impact on our results of operations, financial condition, liquidity or cash flows. ## Management's discussion and analysis As filed, 40,449 characters. ### MANAGEMENT’S DISCUSSION AND ANALYSIS Management’s discussion and analysis of financial condition and results of operations is designed to provide a reader of the financial statements included in this annual report with a narrative from the perspective of the management of Titan on Titan’s financial condition, results of operations, liquidity, and other factors which may affect the Company’s future results. You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes in "Item 8. Financial Statements and Supplementary Data." The following discussion includes forward-looking statements about our business, financial condition, and results of operations, including discussions about management’s expectations for our business. These statements represent projections, beliefs, and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. See “Forward-Looking Statements” and "Item 1A. Risk Factors" in Part I of this Form 10-K. ### Acquisition of Carlstar Group (now also known as "Titan Specialty") On February 29, 2024, the Company acquired 100% of the equity interests of Carlstar, now 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 related to the Titan Specialty acquisition for the year ended December 31, 2024 were $6.2 million. The purchase consideration for the 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 consolidated financial statements. ### BUSINESS For a description of the Company’s business and segments see "Item 1. Business" in Part I of this Form 10-K. ### MARKET CONDITIONS AND OUTLOOK ### AGRICULTURAL MARKET OUTLOOK The agricultural market is affected by related commodity prices and farmer income, among other variables. The customer demand in the agricultural markets in North America and Europe are currently experiencing a mix of customer demand levels driven by favorable customer order patterns in small agricultural products as compared to a significant slowdown in customer 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, the demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies, 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. ### 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 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 continued 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. ### 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. Certain 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, 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. ### SUMMARY OF RESULTS OF OPERATIONS The following table sets forth the Company’s statement of operations expressed as a percentage of net sales for the periods indicated. This table and subsequent discussions should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere in this annual report. | | As a Percentage of Net Sales Year Ended December 31, 2025 | 2024 | | --- | ---: | ---: | | Net sales | 100.0% | 100.0% | | Cost of sales | 86.1 | 86.0 | | Gross profit | 13.9 | 14.0 | | Selling, general and administrative expenses | 11.2 | 10.5 | | Acquisition related expenses | — | 0.3 | | Research and development | 1.0 | 0.9 | | Royalty expense | 0.6 | 0.5 | | Income from operations | 1.1 | 1.8 | | Interest expense | (2.1) | (2.1) | | Interest income | 0.6 | 0.6 | | Foreign exchange loss | (0.3) | (0.3) | | Other income | 0.1 | 0.4 | | (Loss) income before income taxes | (0.6) | 0.4 | | Income tax provision | 2.7 | 0.6 | | Net loss | (3.3)% | (0.2)% | | Net income attributable to noncontrolling interests | 0.2 | 0.1 | | Net loss attributable to Titan | (3.5)% | (0.3)% | 24 In addition, the following table sets forth components of the Company’s net sales classified by segment: *(amounts in thousands)* | | 2025 | 2024 | 2023 | | --- | ---: | ---: | ---: | | Agricultural | $740,937 | $788,580 | $980,537 | | Earthmoving/construction | 581,744 | 583,391 | 687,758 | | Consumer | 505,762 | 473,966 | 153,505 | | Total | $1,828,443 | $1,845,937 | $1,821,800 | ### FISCAL YEAR ENDED DECEMBER 31, 2025, COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2024 ### RESULTS OF OPERATIONS Highlights for the year ended December 31, 2025, compared to 2024 (amounts in thousands): | | 2025 | 2024 | % Increase (Decrease) | | --- | ---: | ---: | ---: | | Net sales | $1,828,443 | $1,845,937 | (0.9)% | | Cost of sales | 1,574,983 | 1,588,135 | (0.8)% | | Gross profit | 253,460 | 257,802 | (1.7)% | | Gross profit % | 13.9% | 14.0% | (0.7)% | | Selling, general and administrative expenses | 203,271 | 191,794 | 6.0% | | Acquisition related expenses | — | 6,196 | (100.0)% | | Research and development expenses | 18,321 | 16,520 | 10.9% | | Royalty expense | 11,106 | 10,108 | 9.9% | | Income from operations | $20,762 | $33,184 | (37.4)% | ### Net Sales Net sales for the year ended December 31, 2025 were $1.83 billion, compared to $1.85 billion for the year ended December 31, 2024. The net sales change was primarily attributable to lower sales volume in the agricultural and earthmoving/construction segments, particularly in North America and Europe, reflecting softer end‑market demand. This decrease was partially offset by favorable pricing driven by higher input costs and an improved product mix, as well as higher volume resulting from the inclusion of two additional months of sales from the Titan Specialty business, acquired in February 2024. ### Cost of Sales and Gross Profit Cost of sales was $1.57 billion for the year ended December 31, 2025, compared to $1.59 billion for 2024. The factors that drove the change in cost of sales was consistent with the factors for the change in net sales. Gross profit for 2025 was $253.5 million, or 13.9% of net sales, compared to $257.8 million, or 14.0% of net sales, for 2024. The changes in gross profit and margin were due to lower fixed cost leverage resulting from reduced volumes, as well as inflationary pressures on raw materials and other input costs. ### Selling, General and Administrative Expenses Selling, general and administrative (SG&A) expenses for the year ended December 31, 2025, were $203.3 million, or 11.2% of net sales, up 6.0%, compared to $191.8 million, or 10.5% of net sales, for 2024. The increase was primarily attributable to the inclusion of two additional months of SG&A expenses associated with the Titan Specialty business, which was acquired in February 2024. These additional costs included expenses associated with managing distribution centers and higher depreciation and amortization arising from the acquisition. ### Acquisition-Related Expenses Acquisition-related expenses for the year ended December 31, 2025 and 2024 was $0.0 million and $6.2 million, respectively, reflecting one-time transaction costs for Titan Specialty. ### Research and Development Expenses Research and development (R&D) expenses for the year ended December 31, 2025, were $18.3 million, or 1.0% of net sales, compared to $16.5 million, or 0.9% of net sales, for 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 Goodyear 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 Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. Royalty expenses for the year ended December 31, 2025 were $11.1 million compared to $10.1 million for 2024. ### Income from Operations Income from operations for the year ended December 31, 2025 was $20.8 million, or 1.1% of net sales, compared to income of $33.2 million, or 1.8% of net sales, for 2024. The change in income was primarily due to lower gross profit and the cumulative impact of the items discussed above. ### OTHER PROFIT/LOSS ITEMS ### Interest Expense Interest expense for 2025 and 2024 was $38.7 million and $36.4 million, respectively. The increase in interest expense was largely attributable to higher debt levels associated with borrowings under our credit facility used to fund the Titan Specialty acquisition in February 2024 and the repurchase of $57.6 million of Titan's common stock from entities affiliated with MHR Fund Management LLC in October 2024 (the "MHR Repurchase"). ### Interest Income Interest income was $10.7 million and $11.0 million for the year ended December 31, 2025 and 2024, respectively. Interest income remained consistent with the prior year. ### Foreign Exchange Loss Foreign exchange loss was $5.0 million for the year ended December 31, 2025, compared to a loss of $6.1 million for the year ended December 31, 2024. The change in foreign exchange loss was primarily attributable to the fluctuations in exchange rates in certain geographies in which we conduct business. ### Other Income Other income was $1.0 million for the year ended December 31, 2025, compared to other income of $6.6 million for 2024, an decrease of $5.6 million. This change was primarily attributable to a $2.9 million loss in 2025 related to the write-off of assets that were associated with the reimbursement of premiums paid under certain life insurance policies held for certain owners of a previously acquired business. The write-off was based on the Company’s re-assessment that it will likely not be able to recover the premium’s previously paid. The year‑over‑year change was also due to a $1.9 million gain recognized in 2024 from a property insurance settlement related to repairs at a facility in Italy. ### Provision for Income Taxes The Company recorded income tax expense of $49.9 million and $11.9 million for the years ended December 31, 2025 and 2024, respectively. The Company's effective tax rate was (441.6)% in 2025 and 159.0% in 2024. The change in the Company's effective tax rate is primarily due to the additional valuation allowances established domestically and in Luxembourg. 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 valuation allowances domestically and in Luxembourg for 2025. For 2024 the difference was primarily from foreign income tax rate differential on the mix of earnings and certain non-deductible transaction costs related to the Company’s acquisition of The Carlstar Group, LLC. ### Net Loss and Loss per Share Net loss for the year ended December 31, 2025, was $61.2 million, compared to net loss of $3.6 million for 2024. Basic loss per share was $1.00 for the year ended December 31, 2025, compared to basic loss per share of $0.08 for 2024. Diluted loss per share was $1.00 for the year ended December 31, 2025, compared to diluted loss per share of $0.08 for 2024. The changes in net loss and loss per share were primarily driven by the factors discussed above. ### SEGMENT INFORMATION **Segment Summary** (Amounts in thousands) | 2025 | Agricultural | Earthmoving/ Construction | Consumer | Corporate/ Unallocated Expenses | Consolidated Totals | | --- | ---: | ---: | ---: | ---: | ---: | | Net sales | $740,937 | $581,744 | $505,762 | $— | $1,828,443 | | Gross profit | 92,723 | 60,572 | 100,165 | — | 253,460 | | Profit margin | 12.5% | 10.4% | 19.8% | —% | 13.9% | | Income (loss) from operations | 27,480 | 3,054 | 19,106 | (28,878) | 20,762 | | **2024** | | | | | | | Net sales | $788,580 | $583,391 | $473,966 | $— | $1,845,937 | | Gross profit | 103,988 | 62,824 | 90,990 | — | 257,802 | | Profit margin | 13.2% | 10.8% | 19.2% | —% | 14.0% | | Income (loss) from operations | 39,780 | 7,009 | 20,477 | (34,082) | 33,184 | ### Agricultural Segment Results Agricultural segment results were as follows: *(Amounts in thousands)* | | 2025 | 2024 | % Decrease | | --- | ---: | ---: | ---: | | Net sales | $740,937 | $788,580 | (6.0)% | | Gross profit | 92,723 | 103,988 | (10.8)% | | Profit margin | 12.5% | 13.2% | (5.3)% | | Income from operations | 27,480 | 39,780 | (30.9)% | Net sales in the agricultural segment were $740.9 million for the year ended December 31, 2025, compared to $788.6 million for 2024. The net sales change was primarily due to lower sales volumes in North America and Europe, driven by reduced demand for agricultural equipment. This was influenced by lower farmer income, higher financing costs, and inventory reduction initiatives by OEM customers. Additionally, foreign currency translation negatively impacted net sales by approximately 1.0%, primarily due to the depreciation of the Brazilian real and Turkish lira compared to the U.S. dollar. These impacts were partially offset by favorable pricing associated with pass through of increased input costs and product mix. Gross profit in the agricultural segment was $92.7 million, or 12.5% of net sales, for 2025, compared to $104.0 million, or 13.2% of net sales, for 2024. The change in gross profit was primarily attributable to lower sales volume and reduced fixed cost leverage. Income from operations in the agricultural segment was $27.5 million for the year ended December 31, 2025, compared to $39.8 million for 2024. The overall change in income from operations was primarily a result of lower gross profit stemming from reduced net sales volume. ### Earthmoving/Construction Segment Results Earthmoving/construction segment results were as follows: *(Amounts in thousands)* | | 2025 | 2024 | % Decrease | | --- | ---: | ---: | ---: | | Net sales | $581,744 | $583,391 | (0.3)% | | Gross profit | 60,572 | 62,824 | (3.6)% | | Profit margin | 10.4% | 10.8% | (3.7)% | | Income from operations | 3,054 | 7,009 | (56.4)% | The Company's earthmoving/construction segment net sales were $581.7 million for the year ended December 31, 2025, compared to $583.4 million for the year ended December 31, 2024. The change in net sales was primarily attributable to reduced sales volume due to softer demand in North America and with respect to our undercarriage business. The decrease was partially offset by a 1.2% favorable foreign currency translation impact, driven mainly by the strengthening of the euro compared to the U.S. dollar, as well as positive price and product mix. Gross profit in the earthmoving/construction segment was $60.6 million, or 10.4% of net sales, for the year ended December 31, 2025, compared to $62.8 million, or 10.8% of net sales, for the year ended December 31, 2024. Gross profit and margin changes were mainly due to inflationary pressures on raw materials and other input costs and lower sales volume resulting in reduced fixed cost leverage. The Company's earthmoving/construction segment income from operations was $3.1 million for the year ended December 31, 2025, as compared to income of $7.0 million for 2024. The change was attributable to lower gross profit as well as higher SG&A expenses in our undercarriage business and in the Latin America region, primarily due to general inflationary cost impacts, including higher personnel-related costs. ### Consumer Segment Results Consumer segment results were as follows: *(Amounts in thousands)* | | 2025 | 2024 | % Increase (Decrease) | | --- | ---: | ---: | ---: | | Net sales | $505,762 | $473,966 | 6.7% | | Gross profit | 100,165 | 90,990 | 10.1% | | Profit margin | 19.8% | 19.2% | 3.1% | | Income from operations | 19,106 | 20,477 | (6.7)% | Consumer segment's net sales were $505.8 million for the year ended December 31, 2025, compared to $474.0 million for 2024. The increase was primarily driven by the inclusion of two additional months of sales from the Titan Specialty acquisition, as well as favorable pricing and product mix influenced by higher input costs and the impact of tariffs in the Titan Specialty business. The increase was partially offset by lower volume in the Americas region outside of the Titan Specialty businesses during 2025 due to continued market softness. Gross profit from the consumer segment was $100.2 million for 2025, or 19.8% of net sales, compared to $91.0 million, or 19.2% of net sales, for 2024. The increase in gross profit was primarily driven by the additional two months of results from the Titan Specialty acquisition. Margin expansion was attributable to Titan Specialty’s strong aftermarket business, which carries higher margins. Consumer segment's income from operations was $19.1 million for the year ended December 31, 2025, compared to $20.5 million for 2024. The decrease was primarily due to higher SG&A expenses, reflecting the inclusion of two additional months of operating costs associated with the Titan Specialty business, which was acquired in February 2024. ### Corporate & Unallocated Expenses Income from operations on a segment basis does not include corporate expenses of approximately $28.9 million and $34.1 million for the year ended December 31, 2025 and 2024, respectively. Unallocated expenses are primarily comprised of corporate selling, general and administrative expenses. The year-over-year decline was mainly 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. ### FISCAL YEAR ENDED DECEMBER 31, 2024, COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2023 The comparison of the 2024 results to 2023 has been omitted from this Form 10-K and can be found in the Company's Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 27, 2025 under "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ### LIQUIDITY AND CAPITAL RESOURCES ### Cash Flows As of December 31, 2025, the Company reported $202.9 million of cash and cash equivalents, an increase of $6.9 million from December 31, 2024, due to the following items: ### Operating Cash Flows Summary of cash flows from operating activities: *(Amounts in thousands)* | | Year ended December 31, 2025 | 2024 | Change | | --- | ---: | ---: | ---: | | Net loss | $(61,189) | $(3,590) | $(57,599) | | Depreciation and amortization | 67,111 | 60,704 | 6,407 | | Deferred income tax provision (benefit) | 30,989 | (6,358) | 37,347 | | Gain from property insurance settlement | — | (3,537) | 3,537 | | Accounts receivable | (3,975) | 73,825 | (77,800) | | Inventories | (7,121) | 51,481 | (58,602) | | Prepaid and other current assets | (1,400) | 12,106 | (13,506) | | Accounts payable | 11,303 | (29,169) | 40,472 | | Other current liabilities | (9,389) | (15,290) | 5,901 | | Other liabilities | 2,724 | 998 | 1,726 | | Other operating activities | 976 | 317 | 659 | | Net cash provided by operating activities | $30,029 | $141,487 | $(111,458) | In 2025, cash flows provided by operating activities was $30.0 million. This result was primarily attributable to our net loss described above, offset by non-cash items, including depreciation and amortization expenses of $67.1 million and a deferred income tax provision of $31.0 million. These items were partially offset by an increase in working capital. The rise in accounts receivable was largely attributable to higher sales, as fourth quarter 2025 sales increased by $26.9 million compared to the fourth quarter of 2024. In line with higher sales activity in the fourth quarter of 2025, accounts payable also increased at year end 2025 relative to year end 2024. Inventory levels rose as well, reflecting proactive inventory management to support expect higher customer demand in the first quarter of 2026. When comparing the year ended December 31, 2025, to 2024, operating cash flows decreased by $111.5 million, primarily due to significant one-time cash inflows in 2024 related to enhanced working capital management and working capital acquired from the Titan Specialty acquisition, which did not repeat in 2025. Key drivers of the cash flow changes from working capital included a $77.8 million decrease in cash inflows from the change in accounts receivable and a $58.6 million decrease in cash inflows from the change in inventory, partially offset by a $40.5 million decrease in cash outflows from the change in accounts payable. Summary of the components of cash conversion cycle: | | December 31, 2025 | December 31, 2024 | | --- | ---: | ---: | | Days sales outstanding | 53 | 51 | | Days inventory outstanding | 124 | 123 | | Days payable outstanding | (66) | (62) | | Cash conversion cycle | 111 | 112 | 29 The cash conversion cycle decreased by 1 day in 2025. This improvement was primarily driven by higher accounts payable balances at year-end 2025, which contributed to increased days payable outstanding and a shorter overall cash conversion cycle duration. ### Investing Cash Flows Summary of cash flows from investing activities: *(Amounts in thousands)* | | Year ended December 31, 2025 | 2024 | Change | | --- | ---: | ---: | ---: | | Capital expenditures | $(54,620) | $(65,624) | $11,004 | | Business acquisitions, net of cash acquired | — | (143,643) | 143,643 | | Proceeds from sale of investments | — | 1,791 | (1,791) | | Proceeds from property insurance settlement | — | 3,537 | (3,537) | | Investments in nonconsolidated affiliates | (5,675) | — | (5,675) | | Other investing activities | 649 | 2,341 | (1,692) | | Cash used for investing activities | $(59,646) | $(201,598) | $141,952 | Net cash used for investing activities was $59.6 million in 2025, compared to $201.6 million in 2024. The year-over-year change was primarily due to the acquisition of Titan Specialty in February 2024, which included $143.6 million of cash consideration and did not recur in 2025. Capital expenditures totaled $54.6 million in 2025, compared to $65.6 million in 2024. These expenditures supported the replacement and enhancement of plant and equipment, including the acquisition of new tools, dies, and molds for new product development initiatives. The reduction in capital expenditures in 2025 reflected Titan's efforts to optimize cash management in response to lower product demand in the marketplace. In addition, the Company invested $5.7 million in nonconsolidated affiliates during 2025, including a $4.0 million cash investment to acquire a 20% ownership interest in Rodaros Industria de Rodas Ltda, our Brazilian affiliate. ### Financing Cash Flows Summary of cash flows from financing activities: *(Amounts in thousands)* | | Year ended December 31, 2025 | 2024 | Change | | --- | ---: | ---: | ---: | | Proceeds from borrowings | $116,955 | $213,199 | $(96,244) | | Payment on debt | (99,516) | (70,291) | (29,225) | | Payment of debt issuance costs | — | (3,115) | 3,115 | | Repurchase of common stock | — | (16,383) | 16,383 | | Repurchase of common stock from related party | — | (57,636) | 57,636 | | Other financing activities | 6 | (1,223) | 1,229 | | Cash provided by financing activities | $17,445 | $64,551 | $(47,106) | In 2025, net cash provided by financing activities was $17.4 million. This inflow was primarily driven by $117.0 million in borrowings to support increased working capital requirements, partially offset by $99.5 million in debt repayments. In 2024, cash used for financing activities was $64.6 million, primarily driven by borrowings totaling $213.2 million, which included $147.0 million to finance the Titan Specialty acquisition in February 2024 and $45.0 million to fund the $57.6 million repurchase of the Company’s common stock from the MHR Funds, a related party, in October 2024. These borrowings were partially offset by $70.3 million in debt repayments, open‑market common stock repurchases of $16.4 million, and the MHR Repurchase of $57.6 million. Additionally, Titan issued common stock valued at $168.7 million in 2024 in connection with the Titan Specialty acquisition. This non‑cash transaction was reflected in “Non cash financing activity” in our consolidated statements of cash flows. ### Debt Restrictions Our $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 capitalize on business opportunities, including those relating to future acquisitions. The Company was in compliance with these debt covenants at December 31, 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. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees 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 Guarantor Subsidiaries ("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 | December 31, 2025 | | --- | ---: | | Current assets | $59,860 | | Property, plant, and equipment, net | 89,096 | | Intercompany accounts receivable from non-guarantor subsidiaries, net | 680,039 | | Other long-term assets | 71,839 | | **Liabilities** | | | Current liabilities | 77,406 | | Long-term debt | 554,029 | | Other long-term liabilities | 2,922 | Summarized Statement of Operations: *(Amounts in thousands)* | | Year ended December 31, 2025 | | --- | ---: | | Net sales | $468,479 | | Gross profit | 35,395 | | Loss from operations | (34,913) | | Net loss | (80,799) | 31 ### LIQUIDITY OUTLOOK The Company does not anticipate significant liquidity constraints during the foreseeable future. At December 31, 2025, the Company had $202.9 million of cash and cash equivalents. This amount included $181.4 million held in foreign countries. As of December 31, 2025, there were $156.0 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 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 December 31, 2025 totaled $197.9 million. With outstanding letters of credit totaling $5.9 million and $156.0 million in borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility at December 31, 2025 totaled $36.1 million. Capital expenditures for 2026 are forecasted to be between approximately $50 million and $55 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 be between approximately $36 million and $40 million in 2026, based on the Company's year-end 2025 debt balances and debt maturities. The forecasted interest payments are comprised primarily of the semi-annual interest payments totaling approximately $28 million (paid in April and October) for the 7.00% senior secured notes, and between $8 million and $12 million of payments on credit facilities, which are variable dependent upon on the prevailing rates 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 for the foreseeable future. Potential divestitures and unencumbered assets also could be a possible means to provide for future liquidity needs. ### CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are described in Note 1 to our consolidated financial statements. Preparation of financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of technical accounting rules and guidance, as well as the use of estimates. The Company’s application of such rules and guidance involves assumptions that require difficult subjective judgments regarding many factors, which, in and of themselves, could materially impact the financial statements and disclosures. A future change in the estimates, assumptions, or judgments applied in determining the following matters, among others, could have a material impact on future financial statements and disclosures. ### Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and the respective tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply in the years the temporary differences are expected to be settled or realized. Management’s judgment is required to determine the provision for income taxes, deferred tax assets and liabilities, and valuation allowances against deferred tax assets. Management records a reduction to the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not such assets will not be realized. The valuation of deferred tax assets requires judgment in assessing future profitability by year, including the impact of tax planning strategies, relative to the expiration dates, if any, of the assets. Management considers both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable evidence. Management gives operating results during the most recent three-year period a significant weight in our analysis. Management considers whether positive cumulative operating results exist in the most recent three-year period. Management performs scheduling exercises as needed to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives (such as tax loss carryforwards and tax credits) prior to their expiration. Management also considers prudent tax planning strategies (including an assessment of their feasibility) to accelerate taxable income if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized. See Note 19 to the consolidated financial statements for additional information on the composition of valuation allowances. ### Retirement Benefit Obligations Pension benefit obligations are based on various assumptions used by third-party actuaries in calculating these amounts. These assumptions include discount rates, expected return on plan assets, mortality rates, and other factors. Revisions in assumptions and actual results that differ from the assumptions can affect future expenses, cash funding requirements, and obligations. The Company has three frozen defined benefit pension plans in the United States and pension plans in several foreign countries. For more information concerning these obligations, see Note 20 to our consolidated financial statements. The effect of hypothetical changes to selected assumptions on the Company’s frozen pension benefit obligations would be as follows (amounts in thousands): | | | December 31, 2025 | | 2026 | | --- | --- | --- | --- | --- | | Assumptions | Percentage Change | Increase (Decrease) PBO (a) | Increase (Decrease) Equity | Increase (Decrease) Expense | | Pension | | | | | | Discount rate | +/-5 | $(2,606)/$2,490 | $2,215/$(2,078) | $194/$(206) | | Expected return on assets | +/-5 | | | $(414)/$414 | (a) Projected benefit obligation (PBO) for pension plans. ### MARKET RISK ### Foreign Currency Risk The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of the Company's various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent that borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary, the Company is exposed to currency risk and may enter into foreign exchange derivative contracts to mitigate the currency risk. The Company is exposed to fluctuations in the Brazilian real, British pound, European Union Euro, Chinese yuan, Russian ruble, Argentinian pesos, Turkish Lira and other global currencies. A hypothetical adverse change of 10% in foreign currency exchange rates would have reduced foreign currency-denominated net assets and stockholders' equity by approximately $13.0 million at December 31, 2025. ### Commodity Price Risk The Company does not generally enter into long-term commodity pricing contracts to hedge its exposures to commodity market price fluctuations. From time to time in the past, the Company has entered into derivative commodity instruments to hedge the exposure to fluctuations in steel prices in North America. The Company is exposed to price fluctuations of its key commodities, which consist primarily of steel, natural rubber, synthetic rubber, and carbon black. The Company attempts to pass on certain material price increases and decreases to its customers, depending on market conditions. Certain customers have mechanisms in long-term contracts which provide for periodic pricing adjustments based on relative commodity and other market indices, which protect the Company from cost volatility. ### Interest Rate Risk The Company is exposed to interest rate risk on its variable debt. The Company has a $225 million credit facility that has a variable interest rate. As of December 31, 2025, the net amount available under the credit facility was $36.1 million. If the credit facility were fully drawn to available funds, a change in the interest rate of 100 basis points, or 1%, would have changed the Company’s interest expense by approximately $2.3 million. ## Market risk As filed, 275 characters. Reference is made to the section titled “Market Risk” in Part II, Item 7 of this report. This information contains certain statements that we believe are forward-looking statements. Refer to “Note on Forward-Looking Statements” following the table of contents of this report. ## Controls and procedures As filed, 3,919 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 in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 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 are 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 Control over Financial Reporting 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 fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. ### Management's Report on Internal Control over Financial Reporting Titan management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes those policies, procedures, and activities that: - pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; - provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and - provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Titan management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the "Internal Control-Integrated Framework (2013)." Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by BDO USA, P.C., an independent registered public accounting firm, as stated in its report included herein. ### 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. Filed Feb 26, 2026. Source: SEC EDGAR, the filing index for accession 0000899751-26-000007. Last ingested by Listed: Oct 24, 2026, 15:00 ET. No prices; not investment advice.