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TITAN INTERNATIONAL INC

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

TWI$5.04+2.2%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

  1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of Titan International, Inc. and its subsidiaries (Titan, the Company or we) and have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position and the results of operations and cash flows for the periods presented, and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025 (the 2024 Form 10-K). All intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates. The Company’s results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

Fair Value of Financial Instruments

The Company’s financial assets measured at fair value on a recurring basis include investments in marketable equity securities of $1.9 million as of September 30, 2025 and $5.3 million as of December 31, 2024, which are Level 1 fair value measurements as the Company uses quoted market prices. Cash and cash equivalents are carried at cost, which approximates fair value because of the short-term maturities of these instruments. The Company’s revolving credit facility and notes payable are carried at cost, which approximates fair value due to their short terms or stated rates, which are considered Level 2 fair value measurements. Our 7.00% senior secured notes due 2028 were carried at a cost of $397.8 million at September 30, 2025 and $397.2 million at December 31, 2024. The fair value of the senior secured notes due 2028, as determined with the assistance of an independent pricing platform using real-time trade data, was approximately $400.5 million and $390.0 million, at September 30, 2025 and December 31, 2024, respectively, which was determined to be a Level 2 fair value measurement.

Hyperinflation in Argentina and Turkey

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

For the three months ended September 30, 2025 and 2024, the Company recognized a net monetary loss of $1.2 million and $0.8 million, respectively, recorded in foreign exchange loss in the consolidated statements of operations associated with the application of ASC 830.

For the nine months ended September 30, 2025 and 2024, the Company recognized a net monetary loss of $3.5 million and $2.5 million, respectively, recorded in foreign exchange loss in the consolidated statements of operations associated with the application of ASC 830.

Russia-Ukraine Military Conflict

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

The Company currently owns 64.3% of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represented approximately 6% and 5% of consolidated assets of Titan as of September 30, 2025 and December 31, 2024, respectively. The increase in asset percentage was primarily driven by foreign exchange rate fluctuations. The Russian operations represented 4% of consolidated global sales for the three months ended September 30, 2025 and 2024, respectively, and for the nine months ended September 30, 2025 and 2024, respectively. The military conflict between Russia and Ukraine has not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on the business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations.

Share Repurchase Program

On December 16, 2022, the Board of Directors authorized a share repurchase program allowing for the expenditure of up to $50.0 million (the Share Repurchase Program) for the repurchase of the Company's common stock. This authorization took effect immediately and will remain in place for up tothree years. Titan didnot repurchase any shares of its common stock under the Share Repurchase Program during the nine months ended September 30, 2025. Titan repurchased 1,050,000 shares of its common stock totaling $8.3 million during the three months ended September 30, 2024, and 1,925,000 shares of its common stock totaling $16.1 million during the nine months ended September 30, 2024. As of September 30, 2025, $1.0 million remains available for future share repurchases under this program. The Company records treasury stock using the cost method.

Supplier Financing Program

A subsidiary of Titan participates in supplier financing programs pursuant to credit agreements between certain suppliers and financial institutions. The program enables those suppliers to receive payments from participating financial institutions prior to the payment date specified in the terms between Titan and the supplier. Titan does not incur annual service fees associated with its enrollment in the supplier financing program. The transactions are at the sole discretion of both the suppliers and the financial institution, and Titan is not a party to the agreement and has no economic interest in the supplier's decision to receive payment prior to the payment date. The terms between Titan and a supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the program. Amounts due to suppliers who participate in the program are included in the accounts payable line item in Titan's consolidated balance sheets, and Titan’s payments made under the program are reflected in cash flows from operating activities in Titan's consolidated statements of cash flows. For suppliers who participate in a supplier financing program, Titan will pay the financial institution directly rather than the supplier. The confirmed obligations under the supplier financing programs included in the accounts payable line item in Titan's consolidated balance sheet were $12.7 million at September 30, 2025, and $13.2 million at December 31, 2024.

New Accounting Pronouncements to be Adopted in Future Periods

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company plans to adopt this guidance on its consolidated financial statements and related disclosures for the annual period ending December 31, 2025 and we are currently evaluating the impact of the adoption.

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

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

  1. BUSINESS COMBINATION

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

On February 29, 2024, we acquired 100% of the equity interests of The Carlstar Group, LLC (Carlstar, now also known as Titan Specialty) for the following purchase consideration, subject to a working capital adjustment based on an agreed upon working capital target (amounts in thousands):

Purchase Consideration
Titan International, Inc. common stock$168,693
Base cash consideration, net of cash acquired of $10,288127,500
$296,193
Additional cash consideration for excess net working capital acquired19,759
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 infour countries and provides solutions to customers in North America, Europe and China. Since the acquisition, we refer to much of Carlstar’s 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
Inventories150,900
Prepaid and other current assets13,339
Property, plant, and equipment115,090
Other long-term assets111,864
Goodwill29,563
Intangible assets11,500
Fair value of assets acquired$524,299
Accounts payable$66,055
Other current liabilities28,377
Operating leases108,249
Deferred tax liabilities7,773
Other long-term liabilities1,509
Fair value of liabilities assumed$211,963
Purchase Price$312,336

Goodwill represents value we expect to be created by combining the operations of the acquired business with our operations, including the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is deductible for tax purposes. The carrying value of goodwill by reportable segment as of September 30, 2025 and December 31, 2024 was as follows:

Carrying Value
Agricultural$4,844
Earthmoving/construction—
Consumer24,719
Total$29,563

Through September 30, 2024, the actual revenue and income before taxes of Titan Specialty since the acquisition date of February 29, 2024 included in the consolidated statement of operations is as shown below (amounts in thousands). The net income includes the effect of fair value adjustments for the amortization of inventory, intangible assets, and depreciation of property, plant and equipment.

From Acquisition Date toSeptember 30, 2024
Titan Specialty revenue$316,496
Titan Specialty income before taxes22,069

The following is the unaudited pro forma financial information for the three and nine months ended September 30, 2024 that reflects our results of our operations as if the acquisition of Titan Specialty had been completed on January 1, 2023. This unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions taken place on January 1, 2023, nor is it indicative of the future consolidated results of operations or financial position of the combined companies (amounts in thousands, except per share data).

Three months endedNine months ended
September 30, 2024September 30, 2024
Pro forma revenues$447,985$1,564,182
Pro forma net (loss) income(17,399)18,798
Net (loss) income per common share, basic$(0.24)$0.26
Net (loss) income per common share, diluted(0.24)0.26

These pro forma amounts have been calculated after applying our accounting policies and making certain adjustments, which primarily relate to: (i) severance-related costs, (ii) adjustments relating to the fair value step-ups to inventory and (iii) transaction-related costs of both Titan and Titan Specialty. These pro forma amounts were adjusted to be excluded from the unaudited pro forma information for the three and nine months ended September 30, 2024.

Total acquisition-related costs for the three and nine months ended September 30, 2024 was $0.0 million and $6.2 million, respectively.

  1. ACCOUNTS RECEIVABLE, NET

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

September 30,2025December 31,2024September 30,2024
Accounts receivable$291,324$214,952$276,954
Allowance for credit losses(5,447)(3,232)(4,117)
Accounts receivable, net$285,877$211,720$272,837

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

Changes in the allowance for credit losses during the nine months ended September 30, 2025 and 2024, respectively, consisted of the following (amounts in thousands):

20252024
Balance at January 1,$3,232$5,340
Provision charged to expense703141
Recoveries of accounts receivable—741
Other, including foreign currency translation and acquisition related activity1,512(2,105)
Balance at September 30,$5,447$4,117
  1. INVENTORIES

Inventories consisted of the following (amounts in thousands):

September 30,2025December 31,2024
Raw material$106,113$103,616
Work-in-process47,61441,898
Finished goods312,180291,678
$465,907$437,192

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

  1. PROPERTY, PLANT AND EQUIPMENT, NET

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

September 30,2025December 31,2024
Land and improvements$47,697$42,534
Buildings and improvements283,668260,256
Machinery and equipment765,004703,899
Tools, dies and molds121,270118,569
Construction-in-process50,76646,997
1,268,4051,172,255
Less accumulated depreciation(821,161)(751,037)
$447,244$421,218

Depreciation on property, plant and equipment was $15.0 million and $12.7 million for the three months ended September 30, 2025 and 2024, respectively and $44.1 million and $38.6 million for the nine months ended September 30, 2025 and 2024, respectively.

  1. INTANGIBLE ASSETS, NET

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

Weighted- Average Useful Lives (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortizable intangible assets:
Customer lists/relationships12.50$6,000$(760)$5,240
Trade names10.005,500(871)4,629
Other intangibles15.783,420(2,231)1,189
Total$14,920$(3,862)$11,058
Weighted- Average Useful Lives (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortizable intangible assets:
Customer lists/relationships12.50$6,000$(400)$5,600
Trade names10.005,500(458)5,042
Other intangibles15.523,523(2,180)1,343
Total$15,023$(3,038)$11,985

Amortization related to intangible assets was $0.4 million and $(0.3) million for the three months ended September 30, 2025 and 2024, respectively, and $1.0 million and $0.8 million for the nine months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2024, the Company recorded a favorable adjustment to amortization expense related to the reduction of amortizable intangible assets associated with a measurement period adjustment associated with the Carlstar purchase price allocation.

The estimated aggregate amortization expense at September 30, 2025, for each of the years (or other periods) set forth below was as follows (amounts in thousands):

October 1 - December 31, 2025$313
20261,253
20271,236
20281,153
20291,153
Thereafter5,950
$11,058
  1. OTHER CURRENT LIABILITIES

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

September 30,2025December 31,2024
Compensation and benefits$60,449$47,735
Warranty13,02412,571
Accrued insurance benefits19,79520,218
Customer rebates and deposits15,94915,004
Accrued other taxes15,08012,142
Accrued interest12,6255,646
Foreign government grant (1)3,7083,672
Other23,01726,306
$163,647$143,294

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

  1. WARRANTY

Changes in the warranty liability during the nine months ended September 30, 2025 and 2024, respectively, consisted of the following (amounts in thousands):

20252024
Warranty liability at beginning of the period$22,392$21,710
Provision for warranty liabilities10,70811,689
Warranty payments made(9,479)(11,854)
Other adjustments, including acquisition of Titan Specialty—1,784
Warranty liability at end of the period$23,621$23,329

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

  1. DEBT

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

September 30, 2025
Principal BalanceUnamortized Debt IssuanceNet Carrying Amount
7.00% senior secured notes due 2028$400,000$(2,190)$397,810
Revolving credit facility149,000—149,000
Titan Europe credit facilities21,321—21,321
Other debt10,194—10,194
Total debt580,515(2,190)578,325
Less amounts due within one year21,555—21,555
Total long-term debt$558,960$(2,190)$556,770
December 31, 2024
Principal BalanceUnamortized Debt IssuanceNet Carrying Amount
7.00% senior secured notes due 2028$400,000$(2,847)$397,153
Revolving credit facility146,000—146,000
Titan Europe credit facilities15,199—15,199
Other debt7,093—7,093
Total debt568,292(2,847)565,445
Less amounts due within one year12,479—12,479
Total long-term debt$555,813$(2,847)$552,966

The weighted average interest rates on short-term borrowings due within one year at September 30, 2025 and December 31, 2024, were approximately 3.7% and 4.1%, respectively.

Aggregate principal maturities of debt at September 30, 2025 for each of the years (or other periods) set forth below were as follows (amounts in thousands):

October 1 - December 31, 2025$13,395
202610,468
20274,100
2028549,603
2029567
Thereafter2,382
$580,515

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 subsidiaries. Including the impact of debt issuance costs, these notes had an effective yield of 7.27% at issuance. These notes are secured by the land and buildings of the following of our subsidiaries: Titan Wheel Corporation of Illinois, Titan Tire Corporation, Titan Tire Corporation of Freeport, and Titan Tire Corporation of Bryan.

Revolving Credit Facility

In connection with the acquisition of Titan Specialty, Titan entered into a domestic credit facility which was effective on February 29, 2024. The credit facility, with Bank of America as agent, consists of a $225.0 million revolving line of credit and is collateralized by accounts receivable and inventory of certain of the Company's domestic and Canadian subsidiaries. In addition, swingline loans and letters of credit are available under the facility up to an aggregate outstanding amount of $20.0 million for swingline loans and $50.0 million for letters of credit. The credit facility has afive-year term and can be expanded by up to $50.0 million through an uncommitted accordion provision within the agreement. It is scheduled to mature on February 28, 2029 or 91 days prior to the maturity of our 7.00% secured notes due in 2028. The credit facility has terms similar to those contained in the previous credit facility as well as other enhancements to further improve the availability within the borrowing base. The interest rate of the credit facility is based on the prevailing SOFR rate subject to certain debt levels within each month. As of September 30, 2025, the weighted average interest rate was 6.20%.

The total amount available for borrowing under the credit facility at September 30, 2025 totaled $212.5 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $5.9 million and $149.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $57.6 million at September 30, 2025.

The total amount available for borrowing under the credit facility at December 31, 2024 totaled $177.1 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $9.9 million and $146.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $21.2 million at December 31, 2024.

Titan Europe Credit Facilities

The Titan Europe credit facilities include borrowings from various institutions totaling $21.3 million and $15.2 million in aggregate principal amount at September 30, 2025 and December 31, 2024, respectively. Maturity dates on this debt range from less thanone year tofive years. The interest rates range from 0.5% to 6.5%.

Other Debt

We have working capital loans at Titan Pneus do Brasil Ltda at varying interest rates between approximately 5.0% and 6.9%, which totaled $10.2 million at September 30, 2025. Similarly, we had a working capital loan at Titan Pneus do Brasil Ltda at varying interest rates from approximately 6.9% to 7.6%, which totaled $7.1 million at December 31, 2024. The maturity dates on these loans range fromone year totwo years. We expect to negotiate an extension of the maturity dates on these loans with the applicable financial institutions or to repay the loan, as needed.

Debt Restrictions

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

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

Limits on dividends and repurchases of the our stock;

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

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

Other customary affirmative and negative covenants.

These covenants are subject to a number of exceptions and qualifications that are described in the credit and security agreement and the indenture relating to the 7.00% senior secured notes due 2028. These restrictions could limit our ability to respond to market conditions, provide for unanticipated capital investments, raise additional debt or equity capital, pay dividends, repurchase stock or take advantage of business opportunities, including future acquisitions. We were in compliance with these debt covenants at September 30, 2025.

  1. 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 administrative expenses, and interest expense associated with finance leases is included in interest expense in the condensed consolidated statements of operations.

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

Balance Sheet ClassificationSeptember 30,2025December 31,2024
Operating lease ROU assetsOperating lease assets$122,736$117,027
Operating lease current liabilitiesOperating leases current liabilities13,35811,999
Operating lease long-term liabilitiesOperating leases long-term liabilities113,882106,020
Total operating lease liabilities$127,240$118,019
Finance lease, grossProperty, plant & equipment, net$7,958$6,801
Finance lease accumulated depreciationProperty, plant & equipment, net(4,300)(4,442)
Finance lease, net$3,658$2,359
Finance lease current liabilitiesOther current liabilities$1,574$986
Finance lease long-term liabilitiesOther long-term liabilities2,2451,483
Total finance lease liabilities$3,819$2,469

At September 30, 2025, maturities of lease liabilities were as follows (amounts in thousands):

OperatingLeases · FinanceLeases
October 1 - December 31, 2025$7,427$565
202622,1491,669
202719,2911,233
202817,165628
202915,710150
Thereafter121,55787
Total lease payments$203,299$4,332
Less imputed interest76,059513
$127,240$3,819
Weighted average remaining lease term (in years)12.382.80
Weighted average discount rate7.27%7.27%

Supplemental cash flow information related to leases for the nine months ended September 30, 2025 were as follows: operating cash flows from operating leases were $5.6 million.

Supplemental cash flow information related to leases for the nine months ended September 30, 2024 were as follows: operating cash flows from operating leases were $5.5 million.

  1. EMPLOYEE BENEFIT PLANS

We have three frozen defined benefit pension plans covering certain employees or former employees ofthree 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 $0.8 million to the pension plans during the nine months ended September 30, 2025 and expects to contribute $0.1 million to these pension plans during the remainder of 2025.

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

Three months ended · Nine months ended
September 30,September 30,
2025202420252024
Service cost$139$89$429$455
Interest cost9419172,8222,820
Expected return on assets(1,358)(1,299)(4,072)(3,901)
Amortization of unrecognized prior service cost(16)(14)(45)(44)
Amortization of net unrecognized loss176849204
Net periodic pension benefit$(277)$(239)$(817)$(466)

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

  1. VARIABLE INTEREST ENTITIES

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

September 30,2025December 31,2024
Investments$10,611$7,919
Total VIE assets10,6117,919
Accounts payable to the non-consolidated VIEs3,7932,646
Maximum exposure to loss$14,404$10,565
  1. ROYALTY EXPENSE

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

  1. OTHER (LOSS) INCOME

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

Three months ended · Nine months ended
September 30,September 30,
2025202420252024
Gain on property insurance settlement (1)$—$520$—$2,433
Loss on sale of investment (2)—(1,032)—(1,032)
Loss for life insurance policy termination (3)(2,852)—(2,852)—
Equity investment income241165645733
Gain (loss) on sale of assets1919(19)407
Pension plan income5274041,5801,214
Other (loss) income(368)299487302
$(2,433)$375$(159)$4,057

(1) The gain on property insurance settlement relates to the receipt of insurance proceeds of $3.5 million offset by costs to repair one of the Company's operating facilities in Italy related to a 2023 hail storm weather event. During the three months ended September 30, 2024, the Company also received insurance proceeds of $0.5 million associated with certain equipment at our North American wheel facility.

(2) In September 2024, the Company sold its remaining ownership interest in an Indian undercarriage business and incurred a loss of $1.0 million as a result of the sale. The sale agreement includes a commitment to purchase approximately $1.7 million of products from the purchaser of the Company's interest in the Indian undercarriage business over atwo year period.

(3)In September 2025, the Company recorded a write-off of asset balances 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 net book value of the assets.

  1. INCOME TAXES

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.

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.

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

The Organization for Economic Co-operation and Development (OECD) introduced Base Erosion and Profit Shifting (BEPS) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax by January 1, 2025. We will continue to evaluate the potential impact on the consolidated financial statements and related disclosures but does not anticipate a material impact. We did not record any tax associated with Pillar 2 in the September 30, 2025 financial statements.

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

  1. LOSS PER SHARE

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

Three months ended · Nine months ended
September 30,September 30,
2025202420252024
Net loss attributable to Titan and applicable to common shareholders$(2,262)$(18,249)$(7,456)$(6,899)
Determination of shares:
Weighted average shares outstanding (basic)63,89572,01363,63569,900
Effect of restricted stock and stock options————
Weighted average shares outstanding (diluted)63,89572,01363,63569,900
Loss per common share:
Basic$(0.04)$(0.25)$(0.12)$(0.10)
Diluted$(0.04)$(0.25)$(0.12)$(0.10)

The effect of restricted stock and stock options has been excluded for the three and nine months ended September 30, 2025, as the effect would have been antidilutive. The weighted average shares excluded for equity awards for the three and nine months ended September 30, 2025 was 0.2 million and 0.3 million, respectively.

The effect of restricted stock and stock options has been excluded for the three and nine months ended September 30, 2024, as the effect would have been antidilutive. The weighted average shares excluded for equity awards for the three and nine months ended September 30, 2024 was 0.4 million and 0.5 million, respectively.

  1. 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 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, 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.

  1. SEGMENT INFORMATION

We have aggregated our operating segments into reportable segments based on ourthree 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 inthree marketing segments, with each reportable segment including wheels, tires, wheel/tire assemblies, and undercarriage systems and components. Given the integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations primarily based on segment sales data must be made to determine operating segment data.

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

The tables below present information about certain operating results, separated by market segments, for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):

Three months ended September 30, 2025
AgricultureEarthmoving/ConstructionConsumerCorporate & UnallocatedTotal
Net sales$188,737$145,368$132,361$—$466,466
Cost of sales163,505130,205101,885—395,595
Gross profit$25,232$15,163$30,476$—$70,871
Selling, general and administrative expenses14,26812,58319,5936,68853,132
Research and development expenses1,4121,5661,1024704,550
Royalty expense2,043657745—3,445
Segment profit (loss)$7,509$357$9,036$(7,158)$9,744
Interest expense(9,727)(9,727)
Interest income3,0323,032
Foreign exchange loss(2,009)(2,009)
Other loss(2,433)(2,433)
Loss before income taxes$(18,295)$(1,393)
Nine months ended September 30, 2025
AgricultureEarthmoving/ConstructionConsumerCorporate & UnallocatedTotal
Net sales$579,706$441,005$397,293$—$1,418,004
Cost of sales501,707393,475314,034—1,209,216
Gross profit$77,999$47,530$83,259$—$208,788
Selling, general and administrative expenses40,21336,09857,59621,433155,340
Research and development expenses4,0955,0672,9051,36813,435
Royalty expense5,2871,3381,685—8,310
Segment profit (loss)$28,404$5,027$21,073$(22,801)$31,703
Interest expense(28,935)(28,935)
Interest income7,7267,726
Foreign exchange loss(6,389)(6,389)
Other loss(159)(159)
(Loss) income before income taxes$(50,558)$3,946
Three months ended September 30, 2024
AgricultureEarthmoving/ConstructionConsumerCorporate & UnallocatedTotal
Net sales$175,439$136,313$136,233$—$447,985
Cost of sales158,719124,660105,801—389,180
Gross profit$16,720$11,653$30,432$—$58,805
Selling, general and administrative expenses12,20111,57717,6798,07649,533
Research and development expenses1,2481,6459083984,199
Royalty expense1,361342563—2,266
Segment profit (loss)$1,910$(1,911)$11,282$(8,474)$2,807
Interest expense(9,005)(9,005)
Interest income3,0643,064
Foreign exchange loss(2,525)(2,525)
Other income375375
Loss before income taxes$(16,565)$(5,284)
Nine months ended September 30, 2024
AgricultureEarthmoving/ConstructionConsumerCorporate & UnallocatedTotal
Net sales$631,442$467,085$363,837$—$1,462,364
Cost of sales541,800411,156292,791—1,245,747
Gross profit$89,642$55,929$71,046$—$216,617
Selling, general and administrative expenses39,52235,65444,47920,881140,536
Acquisition related expenses———6,1966,196
Research and development expenses3,6405,1252,0781,22812,071
Royalty expense4,7881,1801,645—7,613
Segment profit (loss)$41,692$13,970$22,844$(28,305)$50,201
Interest expense(27,103)(27,103)
Interest income8,4838,483
Foreign exchange loss(2,338)(2,338)
Other income4,0574,057
(Loss) income before income taxes$(45,206)$33,300

The tables below present net sales by products and reportable segments for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):

AgriculturalEarthmoving/ConstructionConsumerTotal
Wheels and Tires [including assemblies]$177,578$54,672$125,008$357,258
Undercarriage systems and components11,15990,6967,353109,208
Total$188,737$145,368$132,361$466,466
Wheels and Tires [including assemblies]$548,803$163,223$374,744$1,086,770
Undercarriage systems and components30,903277,78222,549331,234
Total$579,706$441,005$397,293$1,418,004
AgriculturalEarthmoving/ConstructionConsumerTotal
Wheels and Tires [including assemblies]$165,017$45,424$130,691$341,132
Undercarriage systems and components10,42290,8895,542106,853
Total$175,439$136,313$136,233$447,985
Wheels and Tires [including assemblies]$599,760$171,021$344,275$1,115,056
Undercarriage systems and components31,682296,06419,562347,308
Total$631,442$467,085$363,837$1,462,364

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

AgriculturalEarthmoving/ConstructionConsumerCorporate & UnallocatedTotal
Three months ended September 30, 2025$6,555$5,048$4,596$595$16,794
Nine months ended September 30, 202519,45314,82513,2781,73249,288
Three months ended September 30, 20244,8333,7563,75429312,636
Nine months ended September 30, 202416,58312,3149,7921,37040,059
  1. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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

CurrencyTranslationAdjustmentsGain (Loss) onDerivativesUnrecognizedLosses andPrior ServiceCostTotal
Balance at July 1, 2025$(211,392)$454$3,361$(207,577)
Currency translation adjustments(1,013)——(1,013)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax——3434
Derivative loss—(3)—(3)
Balance at September 30, 2025$(212,405)$451$3,395$(208,559)
CurrencyTranslationAdjustmentsGain (Loss) onDerivativesUnrecognizedLosses andPrior ServiceCostTotal
Balance at January 1, 2025$(289,678)$505$3,296$(285,877)
Currency translation adjustments77,273——77,273
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax——9999
Derivative loss—(54)—(54)
Balance at September 30, 2025$(212,405)$451$3,395$(208,559)
CurrencyTranslationAdjustmentsGain (Loss) onDerivativesUnrecognizedLosses andPrior ServiceCostTotal
Balance at July 1, 2024$(250,063)$668$(2,341)$(251,736)
Currency translation adjustments12,893——12,893
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax——2929
Derivative loss—(139)—(139)
Balance at September 30, 2024$(237,170)$529$(2,312)$(238,953)
CurrencyTranslationAdjustmentsGain (Loss) onDerivativesUnrecognizedLosses andPrior ServiceCostTotal
Balance at January 1, 2024$(217,455)$740$(2,328)$(219,043)
Currency translation adjustments, net(19,715)——(19,715)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax——1616
Derivative loss—(211)—(211)
Balance at September 30, 2024$(237,170)$529$(2,312)$(238,953)
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.