TITAN INTERNATIONAL INC

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

•anticipated trends in the Company’s business;

Current wording

•anticipated trends in the Company’s business and that of our customers;

Previous wording

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

Current wording

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

Previous wording

•the effect of the geopolitical instability resulting from the military conflicts between Russia and Ukraine on our Russian and global operations, and between Israel and Hamas and the Middle East on our global operations;

Current wording

•the effect of the geopolitical instability resulting from the military conflicts between Russia and Ukraine on our Russian and global operations;

Previous wording

•risks related to the recent termination of the standstill provisions of the Shareholder Agreement with American Industrial Partners following the Company’s 2025 annual meeting of stockholders, as well as the impact of any sales of the Company’s shares currently held by affiliates of American Industrial Partners pursuant to the Form S-3 registration statement filed with and declared effective by the Securities and Exchange Commission (the SEC) in December 2024;

Current wording

•risks related to the termination of the standstill provisions of the Shareholder Agreement with American Industrial Partners following the Company’s 2025 annual meeting of stockholders, as well as the impact of any sales of the Company’s shares currently held by affiliates of American Industrial Partners pursuant to the registration statement filed with and declared effective by the Securities and Exchange Commission (the SEC) in December 2024;

Previous wording

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

Current wording

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

Previous wording

The agricultural market is affected by related commodity prices and farmer income, among other variables. While current commodity price levels are lower than historical highs, net farmer income is forecasted to increase, supported by an expected rise in domestic government subsidies to farmers. The agricultural markets in North America and Europe are currently experiencing a significant slowdown in customer demand and this is further exacerbated by the imposition of tariffs by the United States and other countries throughout the world, and responses thereto, which has created uncertainty in the global markets including impact on farmer sentiment. The agricultural markets in South America are, however, currently showing early signs of a market recovery as customer demand appears to be growing. Amid the evolving global tariff situation, Titan is in a uniquely advantaged position among its competitors, having manufacturing capabilities that are strategically located in the key markets we serve. In addition, the mid to long term global market trends point to population growth, a shift in consumer preference toward higher protein diets, and the pressures to replace an aging large equipment fleet in favor of newer and higher productivity technology, underlying Titan's belief that market conditions may improve to support renewed and continued demand for the Company's products in the mid to long term time horizon. The Company is hopeful that the underlying market trends mentioned above will provide future support for the mid to long-term demand for the Company's products. However, many variables, including weather, volatility in the price of commodities, grain prices, the demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies, subsidies, uncertainty surrounding tariffs imposed by the United States and reciprocated by other countries, can greatly affect the Company's performance in the agricultural market in a given period.

Current wording

The agricultural market is affected by related commodity prices and farmer income, among other variables. While current commodity price levels are lower than historical highs, net farmer income is forecasted to increase, supported by an expected rise in domestic government subsidies to farmers. The agricultural markets in North America and Europe are currently experiencing a significant slowdown in customer demand and this is further exacerbated by the imposition of tariffs by the United States and other countries throughout the world, and responses thereto, which has created uncertainty in the global markets including impact on farmer sentiment. The Company believes, however, that agricultural markets in South America may currently be showing early signs of a market recovery as customer demand appears to be growing. Amid the evolving global tariff situation, Titan is in a uniquely advantaged position among its competitors, having manufacturing capabilities that are strategically located in the key markets we serve. In addition, 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, underlying Titan's belief that market conditions may improve to support renewed and continued demand for our products in the mid to long term time horizon. The Company is hopeful that the underlying market trends mentioned above will provide future support for the mid to long-term demand for the Company's products. However, many variables, including weather, volatility in the price of commodities, grain prices, the demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies, subsidies, and uncertainty surrounding tariffs imposed by the United States and reciprocated by other countries, can greatly affect the Company's performance in the agricultural market in a given period.

Previous wording

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

Current wording

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

Previous wording

The consumer market consists of several distinct product lines within different regions. These products include specialty tires and products under several leading brands, including Carlstar, ITP and Marastar brands within powersports, outdoor power equipment and high-speed trailers. The consumer market also includes light truck tires sold into Latin America and other specialty products, including custom mixing of rubber stock, and train brakes. Some aspects of the consumer market are presently experiencing a slowdown, particularly in the Americas. The consumer segment pace of growth can vary from period to period and is affected by many macroeconomic variables including but not limited to inflationary impacts, consumer spending, interest rates, government policies, and uncertainty surrounding tariffs mentioned above. Titan has a manufacturing facility in China and is actively assessing the evolving retaliatory tariff situation, with a view to making timely decisions on supply chain and production plans, which may include re-sourcing products to its factories in the United States or to other third party suppliers in countries with less tariff impacts. As previously stated, we believe that our ownership of manufacturing capabilities that are strategically located in key markets we serve, puts us in a uniquely advantaged position to allow us to respond to some of the challenges presented by the current tariff situation.

Current wording

The consumer market consists of several distinct product lines within different regions. These products include specialty tires and products under several leading brands, including Carlstar, ITP and Marastar brands within powersports, outdoor power equipment and high-speed trailers. The consumer market also includes light truck tires sold into Latin America and other specialty products, including custom mixing of rubber stock, and train brakes. Some aspects of the consumer market are presently experiencing a slowdown, particularly in the Americas. The consumer segment pace of growth can vary from period to period and is affected by many macroeconomic variables including but not limited to inflationary impacts, consumer spending, interest rates, government policies, and uncertainty surrounding tariffs, as mentioned above. Titan has a manufacturing facility in China and is actively assessing the evolving retaliatory tariff situation, with a view to making timely decisions on supply chain and production plans, which may include re-sourcing products to its factories in the United States or to other third party suppliers in countries with less tariff impacts. As previously stated, we believe that our ownership of manufacturing capabilities that are strategically located in key markets we serve, puts us in a uniquely advantaged position to allow us to respond to some of the challenges presented by the current tariff situation.

Previous wording

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

Current wording

Net sales for the nine months ended September 30, 2025 were $1,418.0 million, compared to $1,462.4 million in the comparable period of 2024. The year-over-year change was primarily attributable to reduced sales in the agricultural and earthmoving/construction segments, particularly in North America and Europe, due to softer end-market demand. This decrease was partially offset by increased contributions from the Titan Specialty business, acquired in February 2024, as well as favorable price driven by higher input costs and product mix. Foreign currency translation negatively impacted net sales by approximately 0.9%, primarily due to the depreciation of the Brazilian real.

Previous wording

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

Current wording

Gross profit for the nine months ended September 30, 2025 was $208.8 million, or 14.7% of net sales, compared to $216.6 million, or 14.8% of net sales, for the nine months ended September 30, 2024. The change in gross profit and margin was due to lower fixed cost leverage related to lower volumes and inflationary pressures on raw materials and other input costs.

Previous wording

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

Current wording

Selling, general and administrative expenses (SG&A) for the three months ended September 30, 2025 were $53.1 million, or 11.4% of net sales, compared to $49.5 million, or 11.1% of net sales, for the three months ended September 30, 2024. The increase in SG&A expenses was primarily driven by general inflationary cost impacts, including higher personnel-related costs. Further, SG&A expenses for the three months ended September 30, 2024 were favorably impacted by an amortization expense measurement period adjustment related to the reduction of amortizable intangible assets associated with the Titan Specialty purchase price allocation.

Previous wording

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

Current wording

Selling, general and administrative expenses (SG&A) for the nine months ended September 30, 2025 were $155.3 million, or 11.0% of net sales, compared to $140.5 million, or 9.6% of net sales, for the nine months ended September 30, 2024. The year-over-year increase was largely attributable to the inclusion of two additional months of SG&A expenses associated with the

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Research and development (R&D) expenses for the three months ended September 30, 2025 were $4.6 million, or 1.0% of net sales, compared to $4.2 million, or 0.9% of net sales, for the comparable period in 2024. R&D expenses for the nine months ended September 30, 2025 were $13.4 million, or 0.9% of net sales, compared to $12.1 million, or 0.8% of net sales, for the comparable period in 2024. Increases in R&D spending reflect initiatives to improve product designs and an ongoing focus on innovation and quality.

Previous wording

The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Russia, other Commonwealth of Independent States countries, Australia, and New Zealand. The farm and ATV agreement is scheduled to expire in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires October 30, 2027. The Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Royalty expenses for the three months ended June 30, 2025 were $2.4 million, or 0.5% of net sales, compared to $2.3 million, or 0.4% of net sales, for the three months ended June 30, 2024. Royalty expenses for the six months ended June 30, 2025 were $4.9 million, or 0.5% of net sales, compared to $5.3 million, or 0.5% of net sales, for the six months ended June 30, 2024.

Current wording

The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Australia, New Zealand, Russia, and other Commonwealth of Independent States countries. The farm and ATV agreement is scheduled to expire in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2025. The Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Royalty expenses for the three months ended September 30, 2025 were $3.4 million, or 0.7% of net sales, compared to $2.3 million, or 0.5% of net sales, for the three months ended September 30, 2024. Royalty expenses for the nine months ended September 30, 2025 were $8.3 million, or 0.6% of net sales, compared to $7.6 million, or 0.5% of net sales, for the nine months ended September 30, 2024.

Previous wording

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

Current wording

Income from operations for the three months ended September 30, 2025 was $9.7 million, compared to income from operations of $2.8 million for the three months ended September 30, 2024. The increase in income from operations for the three months ended September 30, 2025 was primarily driven by higher gross profit, reflecting improved sales.

Previous wording

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

Current wording

Income from operations for the nine months ended September 30, 2025 was $31.7 million, compared to income from operations of $50.2 million for the nine months ended September 30, 2024. The reduction in income from operations for the nine months ended September 30, 2025 as compared to the prior year period was primarily attributable to lower gross profit, impacted by inflationary pressures on input costs, as well as the net effect of the other factors discussed above.

Previous wording

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

Current wording

Interest expense was $9.7 million and $9.0 million for the three months ended September 30, 2025 and 2024, respectively. The increase was primarily driven by higher borrowings under our credit facility, which was used to finance the repurchase of shares from entities affiliated with MHR Fund Management LLC in October 2024.

Previous wording

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

Current wording

Interest income was $7.7 million and $8.5 million for the nine months ended September 30, 2025 and 2024, respectively. The year-over-year change was mainly due to a reduction in short-term financial investments in Brazil and Argentina.

Previous wording

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

Current wording

Foreign exchange loss was $2.0 million for the three months ended September 30, 2025, compared to $2.5 million for the three months ended September 30, 2024. The improvement was primarily driven by favorable translation of intercompany balances at certain foreign subsidiaries. These balances, which are denominated in local currencies rather than the Company’s reporting currency, the U.S. dollar, are remeasured each reporting period based on current exchange rates, as they are expected to be settled in the future.

Previous wording

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

Current wording

Other loss was $0.2 million for the nine months ended September 30, 2025, as compared to other income of $4.1 million in the comparable period of 2024. The year-over-year change was mainly due to the $2.9 million asset write-off recorded in 2025, previously discussed, and a $1.9 million gain recognized in the prior year period from a property insurance settlement. The 2024 gain reflected insurance proceeds received, net of costs incurred, to repair one of the Company’s operating facilities in Italy.

Previous wording

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

Current wording

We recorded income tax expense of $1.1 million and $12.9 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, we recorded income tax expense of $10.0 million and $38.1 million, respectively. The income tax expense differed for each period primarily due to an overall decrease in pre-tax income. Our effective income tax rate was (76.5)% and (244.4)% for the three months ended September 30, 2025 and 2024, respectively, and 253.1% and 114.4% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Net loss for the three months ended September 30, 2025 was $2.5 million, compared to net loss of $18.2 million for the same period in 2024. Basic and diluted loss per share was $(0.04) for the three months ended September 30, 2025, compared to basic and diluted loss per share of $(0.25) in the prior year period. The improvement in net loss and loss per share was primarily driven by the factors discussed above, including higher sales and increased gross profit.

Previous wording

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

Current wording

Net loss for the nine months ended September 30, 2025 was $6.0 million, compared to net loss of $4.8 million in the comparable period of 2024. For the nine months ended September 30, 2025 and 2024, basic and diluted loss per share was $(0.12), compared to basic and diluted loss per share of $(0.10) in the prior-year period. The increase in net loss and loss per share was primarily attributable to the previously discussed factors.

Previous wording

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

Current wording

Income from operations in the Company's agricultural segment was $7.5 million for the three months ended September 30, 2025, as compared to income of $1.9 million for the three months ended September 30, 2024. The overall increase in income from operations was primarily due to higher gross profit.

Previous wording

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

Current wording

Net sales in the agricultural segment were $579.7 million for the nine months ended September 30, 2025, as compared to $631.4 million for the comparable period in 2024. The net sales change was primarily due to lower sales volumes in North America and Europe, driven by reduced global 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 2.0%, 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 and product mix related to increased input costs.

Previous wording

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

Current wording

Gross profit in the agricultural segment was $78.0 million for the nine months ended September 30, 2025, as compared to $89.6 million in the comparable period in 2024. The change in gross profit was primarily due to lower sales volumes and the resulting reduced fixed cost leverage.

Previous wording

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

Current wording

Income from operations in the Company's agricultural segment was $28.4 million for the nine months ended September 30, 2025, as compared to income of $41.7 million for the nine months ended September 30, 2024. The overall change in income from operations was primarily a result of decreased gross profit.

Previous wording

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

Current wording

The Company's earthmoving/construction segment net sales were $441.0 million for the nine months ended September 30, 2025, as compared to $467.1 million in the comparable period in 2024. The reduction was primarily due to lower sales volumes in North America and in the undercarriage business, reflecting reduced demand from construction OEMs. These impacts were partially offset by favorable pricing and product mix.

Previous wording

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

Current wording

Gross profit in the earthmoving/construction segment was $47.5 million for the nine months ended September 30, 2025, as compared to $55.9 million for the nine months ended September 30, 2024. The decrease was mainly due to lower volumes and reduced fixed cost leverage.

Previous wording

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

Current wording

The Company's earthmoving/construction segment income from operations was $5.0 million for the nine months ended September 30, 2025, as compared to $14.0 million for the nine months ended September 30, 2024. The reduction was primarily due to the reduction in gross profit resulting from lower sales volumes.

Previous wording

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

Current wording

Consumer segment net sales were $132.4 million for the three months ended September 30, 2025, as compared to $136.2 million for the three months ended September 30, 2024. This change was mainly due to lower sales volumes in the Americas region of the legacy Titan business, reflecting challenging market conditions and reduced OEM demand amid broader economic pressures. These declines were partially offset by favorable price reflecting higher input costs and product mix and a 0.7% positive foreign currency translation impact, mainly due to the strengthening of the euro as compared to the U.S. dollar.

Previous wording

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

Current wording

Consumer segment net sales were $397.3 million for the nine months ended September 30, 2025, as compared to $363.8 million for the nine months ended September 30, 2024. The increase was primarily attributable to the inclusion of two additional months of sales from the Titan Specialty acquisition, as well as favorable pricing and product mix. These gains were partially offset by lower volumes in the Americas region of the legacy Titan business during 2025 due to continued market softness, and a 0.3% negative foreign currency translation impact.

Previous wording

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

Current wording

Gross profit from the consumer segment was $83.3 million for the nine months ended September 30, 2025, as compared to $71.0 million for the nine months ended September 30, 2024. The improvement was largely driven by the Titan Specialty acquisition, particularly its strong aftermarket presence, which contributed to margin expansion.

Previous wording

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

Current wording

Income from operations on a segment basis did not include unallocated corporate expenses of $7.2 million and $22.8 million for the three and nine months ended September 30, 2025, respectively, as compared to $8.5 million and $28.3 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

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

Current wording

Unallocated expenses primarily consist of corporate-level selling, general, and administrative (SG&A) costs. The decrease for the three-month period was mainly driven by lower SG&A expenses, particularly related to an overall reduction in professional service fees. The year-over-year decline for the nine-month period was primarily due to $6.2 million in transaction-related costs incurred in the first quarter of 2024 in connection with the Titan Specialty acquisition, which did not recur in 2025.

Previous wording

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

Current wording

As of September 30, 2025, the Company reported $205.4 million of cash, which increased as compared to the December 31, 2024 balance of $196.0 million, due to the net effect of the following items: