Financial Analysis

BUSINESS COMBINATION Acquisition of The Carlstar Group (now also known as Titan Specialty) On February 29, 2024, the Company acquired 100% of the equity interests of The Carlstar Group, LLC (Carlstar, now also known as Titan Specialty) for the following purchase consideration (amounts in thousands): Purchase Consideration Titan International, Inc. common stock $ 168,693 Base cash consideration, net of cash acquired of $10,288 127,500 $ 296,193 Additional cash consideration for excess net working capital acquired 19,759 Other debt-like items (3,616) Total purchase consideration, net of cash acquired $ 312,336 Titan Specialty is 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. Titan Specialty has 17 manufacturing and distribution facilities located in four countries and provides solutions to customers in North America, Europe and China. Since the acquisition, we refer to much of Carlstars product line as Titan Specialty with all of Carlstar's operations now integrated as part of our One Titan platform. The following table summarizes the final allocation of purchase price consideration to the major classes of assets and liabilities as of February 29, 2024 (amounts in thousands): Final Purchase Price Allocation Accounts receivable $ 92,043 Inventories 150,900 Prepaid and other current assets 13,339 Property, plant, …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

PURCHASE OBLIGATIONS The purchase obligations mainly consist of commitments for raw material purchases and equipment associated with our global manufacturing operations. At December 31, 2025, the Company's expected cash outflow resulting from non-cancellable purchase obligations are summarized by year in the table below (amounts in thousands): 2026 $ 30,321 2027 1,411 2028 485 Total non-cancellable purchase obligations $ 32,217

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DEBT Long-term debt consisted of the following as of the dates set forth below (amounts in thousands): December 31, 2025 Principal Balance Unamortized Debt Issuance Net Carrying Amount 7.00% senior secured notes due 2028 $ 400,000 $ (1,971) $ 398,029 Revolving credit facility 156,000 156,000 Titan Europe credit facilities 21,630 21,630 Other debt 10,243 10,243 Total debt 587,873 (1,971) 585,902 Less amounts due within one year 21,185 21,185 Total long-term debt $ 566,688 $ (1,971) $ 564,717 December 31, 2024 Principal Balance Unamortized Debt Issuance Net Carrying Amount 7.00% senior secured notes due 2028 $ 400,000 $ (2,847) $ 397,153 Revolving credit facility 146,000 146,000 Titan Europe credit facilities 15,199 15,199 Other debt 7,093 7,093 Total debt 568,292 (2,847) 565,445 Less amounts due within one year 12,479 12,479 Total long-term debt $ 555,813 $ (2,847) $ 552,966 The weighted-average interest rates on total short-term borrowings due within one year at December 31, 2025 and December 31, 2024, were approximately 3.9% and 4.1%, respectively. Aggregate maturities of total debt at December 31, 2025, for each of the years set forth below were as follows (amounts in thousands): 2026 $ 21,185 2027 5,778 2028 556,608 2029 543 2030 3,759 Thereafter $ 587,873 7.00% senior secured notes due 2028 On April 22, 2021, we issued $400.0 million aggregate principal amount of 7.00% senior secured notes due April 2028 (the senior secured notes due 2028), guaranteed by certain of our su …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"STOCK COMPENSATION The Company recorded stock compensation expense of $5.8 million, $7.4 million, and $6.0 million in 2025, 2024, and 2023, respectively. Titan International, Inc. Equity and Incentive Compensation Plan The Company adopted a new Titan International, Inc. Equity and Incentive Compensation Plan at the 2021 Annual Meeting of Stockholders to provide stock compensation as a means of attracting and retaining qualified independent directors and employees for the Company. A total of 2.4 million shares were available for future issuance under the equity incentive plan at December 31, 2025. Stock Options Under the Company's Equity Incentive Plan (or its predecessor plan), the Company granted no stock options in 2025, 2024, and 2023. The exercise price of stock options may not be less than the fair market value of the common stock on the date of the grant. The vesting and term of each option is set by the Board of Directors. All options outstanding at December 31, 2025 are fully vested and expire 10 years from the grant date. The following is a summary of activity in stock options during the year ended December 31, 2025: Shares Subject to Option Weighted-Average Aggregate Intrinsic Value (in thousands) Exercise Price Remaining Contractual Life (in Years) Outstanding, December 31, 2024 289,200 $ 10.65 2.09 Granted Exercised Forfeited/Expired (60,000) 11.03 Outstanding, December 31, 2025 229,200 $ 10.55 1.53 $ 50 Exercisable, December 31, 2025 229,200 $ 10.55 1.53 $ 50 Th …

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INCOME TAXES Income (loss) before income taxes, consisted of the following for the years set forth below (amounts in thousands): 2025 2024 2023 Domestic $ (58,609) $ (32,410) $ 20,809 Foreign 47,311 40,681 88,939 $ (11,298) $ 8,271 $ 109,748 The income tax provision (benefit) was as follows for the years set forth below (amounts in thousands): 2025 2024 2023 Current Federal $ 997 $ 372 $ (217) State (396) (442) 1,341 Foreign 18,301 18,289 26,999 18,902 18,219 28,123 Deferred Federal 13,174 (1,290) (2,513) State 10,558 (1,896) 1,186 Foreign 7,257 (3,172) (754) 30,989 (6,358) (2,081) Income tax provision $ 49,891 $ 11,861 $ 26,042 For the years ended December 31, 2025, the income tax provision differs from the amount of income tax determined by applying the statutory U.S. federal income tax rate to pre-tax income (loss) as a result of the following: 2025 Amount ETR% U.S. Federal Statutory Tax Rate $ (2,373) 21.0 % Effect of Cross-Border Tax Laws Sub F, net 2,451 (21.7) % Foreign Branch Income 2,565 (22.7) % Other 248 (2.2) % Tax Credits Foreign tax credit expiration 2,318 (20.5) % Other (187) 1.7 % Nontaxable or Nondeductible Items Executive Compensation - Nondeductible 831 (7.4) % Other 914 (8.1) % Change in Valuation Allowance 17,904 (158.5) % Other Restructuring (1,298) 11.5 % Other 681 (6.0) % State & Local Income Taxes, Net of Federal Benefit (1) 10,245 (90.7) % Foreign Tax Effects Argentina Transaction Gains or Losses 879 (7.8) % Other (695) 6.2 % Brazil Foreign Rate …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LITIGATION 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 the material adverse effect on its consolidated financial condition, results of operations, or cash flows as a result of efforts to comply with, or liabilities pertaining to, legal judgments. In the opinion of management, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

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

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Adoption of new accounting standards In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require, among other things, disclosure of significant segment expenses that are regularly provided to an entity's chief operating decision maker (CODM) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023 and interim disclosures are required for periods within fiscal years beginning after December 15, 2024. Retrospective application is required, and early adoption is permitted. The Company adopted the impact of this ASU effective December 31, 2024 and incorporated the required disclosures within Note 25 to consolidated financial statements. In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (AS …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

EMPLOYEE BENEFIT PLANS Pension plans The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries. The Companys policy is to fund pension costs as required by law, which is consistent with the funding requirements of federal laws and regulations. Certain foreign subsidiaries maintain unfunded pension plans consistent with local practices and requirements. The Companys recorded liability for pensions is based on a number of assumptions, including discount rates, rates of return on investments, mortality rates, and other factors. Certain of these assumptions are determined by the Company with the assistance of outside actuaries. Assumptions are based on past experience and anticipated future trends. These assumptions are reviewed on a regular basis and revised when appropriate. The following table provides the change in benefit obligation, change in plan assets, funded status, and amounts recognized in the consolidated balance sheet of the defined benefit pension plans as of December 31, 2025 and 2024 (amounts in thousands): Change in benefit obligation: 2025 2024 Benefit obligation at beginning of year $ 69,652 $ 77,208 Plan assumption changes 1,095 (1,809) Service cost 606 340 Interest cost 3,772 3,752 Actuarial gain (726) (412) Benefits paid (7,866) (8,237) Foreign currency translation 387 (1,190) Benefit oblig …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

SEGMENT AND GEOGRAPHICAL INFORMATION We have aggregated our operating segments into reportable segments based on our three customer markets: agricultural, earthmoving/construction, and consumer. These segments are based on the information used by the chief operating decision maker (CODM) to make certain operating decisions, allocate portions of capital expenditures and assess segment performance. The accounting policies of the segments are the same as those described in Note 1. Segment external revenues, expenses, and income from operations are determined on the basis of the results of operations of operating units of manufacturing facilities. We are organized primarily on the basis of products being included in three marketing segments, with each reportable segment including wheels, tires, wheel/tire assemblies, and undercarriage systems and components. Given the integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations primarily based on segment sales data must be made to determine operating segment data. The CODM of Titan is Paul Reitz (our President and CEO). The CODM utilizes both forecasted and actual expense information on a consolidated basis to manage operations. The CODM utilizes segment gross profit and segment operating profit (loss), both in comparison to the prior year and the current forecasted level of gross profit, for purposes of analyzing the segments financial performance. The assessment of eac …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

STOCKHOLDERS EQUITY On December 16, 2022, the Board of Directors authorized the Share Repurchase Program allowing for the expenditure of up to $50.0 million for the repurchase of the Company's common stock. This authorization took effect immediately and remained in place for three years. Under the Share Repurchase Program, Titan did not repurchase any shares of its common stock under the Share Repurchase Program during the year ended December 31, 2025. Titan repurchased 1,964,593 shares of its common stock totaling $16.4 million during the year ended December 31, 2024 and 2,653,786 shares of its common stock totaling $32.6 million during 2023. The share repurchase program ended during 2025 and there are no authorized amounts available for future share repurchases under this program. The Company records treasury stock using the cost method. On October 18, 2024, the Company entered into a Stock Repurchase Agreement with MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies, MHR Capital Partners (100) LP, a Delaware limited partnership, and MHR Institutional Partners III L.P., a Delaware limited partnership (together, the MHR Funds, a related party). Pursuant to the Stock Repurchase Agreement, the Company purchased in a privately negotiated transaction from the MHR Funds, and the MHR Funds sold to the Company, an aggregate of 8,005,000 shares of the Companys Common Stock at a per share price of $7.20 per share, for aggregate cas …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

DEBT Long-term debt consisted of the following (amounts in thousands): June 30, 2026 Principal Balance Unamortized Debt Issuance Net Carrying Amount 7.00% senior secured notes due 2028 $ 400,000 $ (1,543) $ 398,457 Revolving credit facility 150,000 150,000 Titan Europe credit facilities 23,500 23,500 Other debt 21,294 21,294 Total debt 594,794 (1,543) 593,251 Less amounts due within one year 34,401 34,401 Total long-term debt $ 560,393 $ (1,543) $ 558,850 December 31, 2025 Principal Balance Unamortized Debt Issuance Net Carrying Amount 7.00% senior secured notes due 2028 $ 400,000 $ (1,971) $ 398,029 Revolving credit facility 156,000 156,000 Titan Europe credit facilities 21,630 21,630 Other debt 10,243 10,243 Total debt 587,873 (1,971) 585,902 Less amounts due within one year 21,185 21,185 Total long-term debt $ 566,688 $ (1,971) $ 564,717 The weighted average interest rates on short-term borrowings due within one year at June 30, 2026 and December 31, 2025, were approximately 4.5% and 3.9%, respectively. Aggregate principal maturities of debt at June 30, 2026 for each of the years (or other periods) set forth below were as follows (amounts in thousands): July 1 - December 31, 2026 $ 20,309 2027 21,508 2028 550,990 2029 702 2030 549 Thereafter 736 $ 594,794 7.00% Senior Secured Notes due 2028 On April 22, 2021, we issued $400 million aggregate principal amount of 7.00% senior secured notes due April 2028 (the senior secured notes due 2028), guaranteed by certain of our subsi …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES The Company recorded income tax (benefit) expense of $0.0 million and $4.7 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded income tax expense of $4.6 million and $8.9 million. The Company's effective income tax rate was (0.1)% and 431.6% for the three months ended June 30, 2026 and 2025, respectively, and (34.9)% and 167.1% for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the income tax expense differed each period due to an overall decrease in foreign pre-tax income slightly offset by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026. The Companys 2026 and 2025 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of foreign income tax rate differential on the mix of earnings and a valuation allowance on most domestic federal and state operations. The Company continues to monitor the realization of its deferred tax assets and assesses the need for a valuation allowance. The Company analyzes available positive and negative evidence to determine if a valuation allowance is needed based on the weight of the evidence. This objectively verifiable evidence primarily includes the past three years' profit and loss positions. This process requires management …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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

LegalMattersAndContingenciesTextBlock

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

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"IEEPA Tariff Refunds During the second quarter of 2026, the Company submitted claims with U.S. Customs and Border Protection seeking refunds of tariffs previously paid under the International Emergency Economic Powers Act (""IEEPA""). The Company accounts for recoveries of IEEPA tariffs under the gain contingency model. During the quarter ended June 30, 2026, the Company recognized $6.0 million of net tariff refund recoveries, reflecting refunds of previously paid IEEPA tariffs, net of estimated customer obligations associated with such refunds. The benefit was recorded as a reduction to Cost of Goods Sold within the Consolidated Statements of Operations. Additional tariff refund claims have been submitted and remain subject to review and processing by U.S. Customs and Border Protection. Any additional recoveries will be recognized in the period in which the applicable accounting recognition criteria are satisfied. New Accounting Pronouncements to be Adopted in Future Periods In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure about the specific expense categories in the notes to financial statements for interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements but affect where this information appears in the notes to financial st …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

EMPLOYEE BENEFIT PLANS We have three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. We also have pension plans covering certain employees of several foreign subsidiaries. We also sponsor a number of defined contribution plans in the U.S. and at foreign subsidiaries. We contributed approximately $0.1 million to the pension plans during the six months ended June 30, 2026 and no amounts are expected to be contributed to these pension plans during the remainder of 2026. The components of net periodic pension cost consisted of the following for the periods set forth below (amounts in thousands): Three months ended Six months ended June 30, June 30, 2026 2025 2026 2025 Service cost $ 92 $ 129 $ 216 $ 290 Interest cost 880 936 1,747 1,881 Expected return on assets (1,280) (1,385) (2,558) (2,714) Amortization of unrecognized prior service cost and unrecognized (gain) loss (8) (1) (13) 3 Net periodic pension benefit $ (316) $ (321) $ (608) $ (540) Service cost is recorded as cost of sales in the condensed consolidated statements of operations while all other components are recorded in other income.

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RESTRUCTURING AND IMPAIRMENT EXPENSES On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the closure of its manufacturing facility in Jackson, Tennessee in October 2026. As part of the closure, the Company expects production currently performed in Jackson to be transitioned to other existing Titan facilities over the next several months and will impact approximately 140 people. This action is part of our ongoing efforts to optimize our manufacturing footprint and improve capacity utilization. The Company recorded impairment expenses of $0.0 million and $23.5 million for the three months ended June 30, 2026 and six months ended June 30, 2026, respectively, associated with impairment of the building right of use (ROU) asset and certain manufacturing plant and equipment. Further, we accrued $0.8 million and $2.5 million for the three months ended June 30, 2026 and six months ended June 30, 2026, respectively, for severance costs related to the rationalization of certain positions. These costs are included within restructuring and impairment expenses in the Consolidated Statement of Operations. The impairment loss represents the excess of the assets carrying values over their estimated fair values, which were determined using a market approach and Level 3 inputs, including expected net proceeds from the disposal of certain manufacturing equipment and anticipated net sublease income from the building ROU ass …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION We have aggregated our operating segments into reportable segments based on our three customer markets: agricultural, earthmoving/construction, and consumer. These segments are based on the information used by the chief operating decision maker (CODM) to make certain operating decisions, allocate portions of capital expenditures and assess segment performance. The accounting policies of the segments are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies to these Notes to the Condensed Consolidated Financial Statements. Segment external revenues, expenses, and income from operations are determined on the basis of the results of operations of operating units of manufacturing facilities. We are organized primarily on the basis of products being included in three marketing segments, with each reportable segment including wheels, tires, wheel/tire assemblies, and undercarriage systems and components. Given the integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations primarily based on segment sales data must be made to determine operating segment data. The CODM of Titan is Paul Reitz (our President and CEO). The CODM utilizes both forecasted and actual expense information on a consolidated basis to manage operations. The CODM utilizes segment gross profit and segment operating profit (loss), both in comparison to the prior year and the current forecaste …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing