TITAN INTERNATIONAL INC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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Sep 30, 2026 · Filed Oct 29, 2026
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Notes to Condensed Consolidated Financial Statements
- 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, 2025, filed with the SEC on February 26, 2026 (the 2025 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, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
Assets Held for Sale and Discontinued Operations
A business is classified as held for sale when management commits to a plan to sell the business, the sale is probable within one year, and the business is being actively marketed at a price that is reasonable in relation to its current fair value. A business classified as held for sale is measured at the lower of its carrying value or fair value less costs to sell, and depreciation and amortization cease once the held for sale criteria are met. The results of operations of a business classified as held for sale are presented as discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, and prior period amounts are retrospectively reclassified to conform to the current period presentation.
On September 21, 2026, the Company executed a Sale and Purchase Agreement (the Purchase Agreement) to sell 100% of Italtractor ITM S.p.A (ITM). The divestiture of the ITM business meets the held for sale criteria for the nine months ended September 30, 2026 and is presented as discontinued operations for all periods presented. The transaction is currently expected to close in the first quarter of 2027. Unless otherwise noted, all amounts and disclosures included in the Notes to Condensed Consolidated Financial Statements reflect only the Company’s continuing operations and exclude the results of the ITM business. Refer to Note 2, Discontinued Operations for additional information.
Fair Value of Financial Instruments
The Company’s financial assets measured at fair value on a recurring basis include investments in money market funds of $7.3 million as of September 30, 2026 and $0.2 million as of December 31, 2025, 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 $398.7 million at September 30, 2026 and $398.0 million at December 31, 2025. 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 $399.3 million and $401.5 million, at September 30, 2026 and December 31, 2025, 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, 2026 and 2025, the Company recognized a net monetary loss of $0.7 million and $1.2 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, 2026 and 2025, the Company recognized a net monetary loss of $1.7 million and $3.5 million, respectively, recorded in foreign exchange loss in the consolidated statements of operations associated with the application of ASC 830.
Geopolitical and Military Conflict
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, have adopted 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 7% of consolidated assets of Titan as of both September 30, 2026 and December 31, 2025. For the three and nine months ended September 30, 2026 and 2025, the Russian operations represented 5% of consolidated global sales.
The military conflict between Russia and Ukraine has not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on its business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations.
Ongoing geopolitical tensions in the Middle East, including the military conflict involving Iran, have contributed to increased volatility in global markets. During the nine months ended September 30, 2026, these conditions have not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on its business including higher freight and energy‑related costs and increased foreign currency volatility.
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 three months ended September 30, 2026, the Company recognized $3.5 million of net tariff refund recoveries, reflecting refunds of previously paid IEEPA tariffs, net of estimated customer obligations associated with such refunds. Total net tariff refund recoveries recognized during the nine months ended September 30, 2026 were $8.8 million. 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 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.
- DISCONTINUED OPERATIONS
On September 21, 2026, Titan International, Inc.'s wholly owned subsidiaries ITM and Titan Europe Limited (the Sellers) entered into a Sale and Purchase Agreement to sell all of the outstanding equity interests of ITM, a wholly-owned subsidiary of the Company, to USCO S.p.A., a joint stock company incorporated under the laws of Italy (Purchaser). Pursuant to the Purchase Agreement, Purchaser will acquire all of the outstanding equity interests of ITM (the Transaction) for approximately $211 million in cash, plus up to an approximately $6 million earnout payment if ITM achieves specified performance criteria for 2026 (the Purchase Price), based upon current exchange rates. The Purchase Price is subject to certain adjustments specified in the Purchase Agreement, including adjustments based on ITM and its subsidiaries’ working capital, transaction expenses, cash, and indebtedness as of the closing of the Transaction. Affiliates of One Equity Partners, a middle market private equity firm, holds an ownership interest in the Purchaser. Richard Cashin, the Chairman of One Equity Partners, is a member of the Company’s Board of Directors. As a result of these relationships, the Transaction constitutes a related-party transaction.
The Company determined the assets of the ITM subsidiary met the criteria for classification as held for sale for the nine months ended September 30, 2026. The Company analyzed the quantitative and qualitative factors relevant to the divestiture of ITM and determined the disposal represents a strategic shift that will have a major effect on its operations and financial results. As such, the assets and liabilities, results of operations, and cash flows of ITM are presented as discontinued operations in the Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows, respectively, for all periods presented. In addition, divestiture-related transaction expenses incurred as part of the ITM divestiture have been reflected in discontinued operations.
In connection with the planned sale of ITM, the Company recognized an estimated pre-tax loss of approximately $38.5 million during the three months ended September 30, 2026, which was included in loss from discontinued operations in the Condensed Consolidated Statements of Operations. The estimated loss was determined based on the anticipated sale consideration, the carrying value of the net assets to be disposed of, the cumulative foreign currency translation adjustments expected to be reclassified to earnings upon completion of the Transaction, and other estimated Transaction-related adjustments.
The cumulative foreign currency translation adjustments remain included in accumulated other comprehensive income as of September 30, 2026. The Transaction is expected to close in January 2027, and the ultimate gain or loss on disposal may differ from the current estimate as a result of final Purchase Price adjustments, changes in working capital, foreign currency fluctuations, and other closing-related adjustments.
Historically, the ITM business was included within ourthree reportable segments: agricultural, consumer and earthmoving/construction. Following its classification as a discontinued operation, the results of the ITM business have been excluded from segment information for continuing operations. Refer to Note 19, Segment Information, for additional information regarding the impact on segment disclosures.
Financial Information of Discontinued Operations (ITM)
The following table summarizes the major line items for ITM that are included in the net loss from discontinued operations in the Condensed Consolidated Statements of Operations (in thousands):
| Three months ended · Nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net sales | $118,411 | $109,208 | $346,807 | $331,233 |
| Cost of sales | 100,008 | 94,410 | 296,874 | 286,540 |
| Gross profit | 18,403 | 14,798 | 49,933 | 44,693 |
| Selling, general, and administrative expenses | 8,075 | 7,341 | 24,402 | 21,596 |
| Research and development expenses | 1,890 | 1,434 | 5,705 | 4,684 |
| Income from operations | 8,438 | 6,023 | 19,826 | 18,413 |
| Interest expense | (7) | — | — | — |
| Interest income | — | 326 | 447 | 975 |
| Foreign exchange gain (loss) gain | (234) | (47) | 1,131 | (1,639) |
| Other (loss) income | (48) | 71 | 184 | 655 |
| Loss on held for sale disposal group | (38,532) | — | (38,532) | — |
| (Loss) income before income taxes | (30,383) | 6,373 | (16,944) | 18,404 |
| Provision for income taxes | 3,267 | 1,107 | 5,625 | 6,038 |
| Net (loss) income from discontinued operations | $(33,650) | $5,266 | $(22,569) | $12,366 |
The following table summarizes the carrying amounts of major classes of assets and liabilities of ITM's discontinued operations (in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Assets | ||
| Accounts receivable, net of allowance of $695 and $568, respectively | $93,888 | $72,837 |
| Inventories | 161,581 | 139,927 |
| Prepaid and other current assets | 15,499 | 13,433 |
| Property, plant and equipment, net | 99,843 | 97,065 |
| Operating lease assets | 9,535 | 10,823 |
| Intangible assets, net | 250 | 326 |
| Deferred income taxes | 1,887 | 1,585 |
| Other long-term assets | 7,321 | 5,164 |
| Valuation allowance for loss on classification as held for sale | (38,532) | — |
| Total assets | $351,272 | $341,160 |
| Liabilities | ||
| Short-term debt | $3,400 | $2,086 |
| Accounts payable | 96,336 | 77,676 |
| Operating leases | 2,863 | 2,937 |
| Other current liabilities | 32,401 | 29,955 |
| Long-term debt | 9,060 | 4,924 |
| Deferred income taxes | 2,352 | 2,348 |
| Operating leases | 7,052 | 8,219 |
| Other long-term liabilities | 7,588 | 8,693 |
| Total liabilities | $161,052 | $136,838 |
- ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following (amounts in thousands):
| September 30,2026 | December 31,2025 | September 30,2025 | |
|---|---|---|---|
| Accounts receivable | $191,956 | $170,560 | $211,891 |
| Allowance for credit losses | (4,565) | (4,491) | (4,791) |
| Accounts receivable, net | $187,391 | $166,069 | $207,100 |
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, 2026 and 2025, respectively, consisted of the following (amounts in thousands):
| 2026 | 2025 | |
|---|---|---|
| Balance at January 1, | $4,491 | $2,540 |
| Provision charged to expense | 283 | 729 |
| Recoveries of accounts receivable | (2) | — |
| Other, including foreign currency translation | (207) | 1,522 |
| Balance at September 30, | $4,565 | $4,791 |
- INVENTORIES
Inventories consisted of the following (amounts in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Raw material | $82,332 | $82,671 |
| Work-in-process | 37,281 | 32,921 |
| Finished goods | 207,629 | 215,030 |
| $327,242 | $330,622 |
Inventories are reduced by estimated provisions for slow-moving and obsolete inventory. These provisions reduce the cost basis of the asset.
- PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following (amounts in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Land and improvements | $31,546 | $31,877 |
| Buildings and improvements | 203,470 | 206,599 |
| Machinery and equipment | 682,016 | 647,641 |
| Tools, dies and molds | 102,291 | 99,224 |
| Construction-in-process | 27,032 | 43,414 |
| 1,046,355 | 1,028,755 | |
| Accumulated depreciation and impairment (1) | (715,079) | (676,909) |
| $331,276 | $351,846 |
(1) During the three months ended and nine months ended September 30, 2026, the Company recorded asset impairment charges of $0.0 million and $8.8 million, respectively, related to the planned closure of its Jackson manufacturing facility. Refer to Note 14, Restructuring and Other Charges.
Depreciation on property, plant and equipment was $12.5 million and $11.7 million for thethree months ended September 30, 2026 and 2025, respectively and $38.1 million and $34.7 million for thenine months ended September 30, 2026 and 2025, respectively.
- INTANGIBLE ASSETS, NET
The components of intangible assets, net consisted of the following (amounts in thousands):
| Weighted- Average Useful Lives (in Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
|---|---|---|---|---|
| Amortizable intangible assets: | ||||
| Customer lists/relationships | 12.5 | $6,000 | $(1,240) | $4,760 |
| Trade names | 10.0 | 5,500 | (1,421) | 4,079 |
| Other intangibles | 18.0 | 2,722 | (1,863) | 859 |
| Total | $14,222 | $(4,524) | $9,698 | |
| Weighted- Average Useful Lives (in Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
|---|---|---|---|---|
| Amortizable intangible assets: | ||||
| Customer lists/relationships | 12.5 | $6,000 | $(880) | $5,120 |
| Trade names | 10.0 | 5,500 | (1,008) | 4,492 |
| Other intangibles | 18.0 | 2,722 | (1,770) | 952 |
| Total | $14,222 | $(3,658) | $10,564 | |
Amortization related to intangible assets was $0.3 million and $0.5 million for the three months ended September 30, 2026 and 2025, respectively, and $1.0 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively.
The estimated aggregate amortization expense at September 30, 2026, for each of the years (or other periods) set forth below was as follows (amounts in thousands):
| October 1 - December 31, 2026 | $288 |
| 2027 | 1,153 |
| 2028 | 1,153 |
| 2029 | 1,153 |
| 2030 | 1,153 |
| Thereafter | 4,798 |
| $9,698 |
- OTHER CURRENT LIABILITIES
Other current liabilities consisted of the following (amounts in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Compensation and benefits | $40,780 | $34,226 |
| Accrued insurance benefits | 21,139 | 19,363 |
| Accrued other taxes | 16,341 | 13,630 |
| Accrued interest | 12,359 | 5,774 |
| Warranty | 9,780 | 10,421 |
| Customer rebates and deposits | 9,522 | 7,499 |
| Other | 20,048 | 20,645 |
| $129,969 | $111,558 |
- WARRANTY
Changes in the warranty liability during the nine months ended September 30, 2026 and 2025, respectively, consisted of the following (amounts in thousands):
| 2026 | 2025 | |
|---|---|---|
| Warranty liability at beginning of the period | $20,885 | $19,197 |
| Provision for warranty liabilities | 8,845 | 10,770 |
| Warranty payments made | (9,082) | (9,367) |
| Warranty liability at end of the period | $20,648 | $20,600 |
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.
- DEBT
Long-term debt consisted of the following (amounts in thousands):
| September 30, 2026 | |||
|---|---|---|---|
| Principal Balance | Unamortized Debt Issuance | Net Carrying Amount | |
| 7.00% senior secured notes due 2028 | $400,000 | $(1,324) | $398,676 |
| Revolving credit facility | 133,000 | — | 133,000 |
| Titan Europe credit facilities | 13,067 | — | 13,067 |
| Other debt | 21,398 | — | 21,398 |
| Total debt | 567,465 | (1,324) | 566,141 |
| Less amounts due within one year | 28,505 | — | 28,505 |
| Total long-term debt | $538,960 | $(1,324) | $537,636 |
| 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 | 14,620 | — | 14,620 |
| Other debt | 10,243 | — | 10,243 |
| Total debt | 580,863 | (1,971) | 578,892 |
| Less amounts due within one year | 19,099 | — | 19,099 |
| Total long-term debt | $561,764 | $(1,971) | $559,793 |
The weighted average interest rates on short-term borrowings due within one year at September 30, 2026 and December 31, 2025, were approximately 5.0% and 4.6%, respectively.
Aggregate principal maturities of debt at September 30, 2026 for each of the years (or other periods) set forth below were as follows (amounts in thousands):
| October 1 - December 31, 2026 | $8,414 |
| 2027 | 25,268 |
| 2028 | 533,441 |
| 2029 | 204 |
| 2030 | 125 |
| Thereafter | 13 |
| $567,465 |
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. 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 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 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, 2026, the weighted average interest rate was 5.89%.
The total amount available for borrowing under the credit facility at September 30, 2026 totaled $195.8 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $6.4 million and $133.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $56.4 million at September 30, 2026.
The total amount available for borrowing under the credit facility at December 31, 2025 totaled $197.9 million, based on eligible accounts receivable and inventory balances. With outstanding letters of credit totaling $5.9 million and $156.0 million in outstanding borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility totaled $36.1 million at December 31, 2025.
Titan Europe Credit Facilities
The Titan Europe credit facilities include borrowings from various institutions totaling $13.1 million and $14.6 million in aggregate principal amount at September 30, 2026 and December 31, 2025, respectively. Maturity dates on this debt range from less thanone year tofive years. The interest rates range from 0.8% to 3.5%.
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 $21.4 million at September 30, 2026. Similarly, we had a working capital loan at Titan Pneus do Brasil Ltda at varying interest rates from approximately 5.0% to 6.9%, which totaled $10.2 million at December 31, 2025. 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 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, 2026.
- 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 Classification | September 30,2026 | December 31,2025 | |
|---|---|---|---|
| Operating lease ROU assets (1) | Operating lease assets | $86,227 | $108,402 |
| Operating lease current liabilities | Operating leases current liabilities | 11,278 | 10,893 |
| Operating lease long-term liabilities | Operating leases long-term liabilities | 96,300 | 102,835 |
| Total operating lease liabilities | $107,578 | $113,728 | |
| Finance lease, gross | Property, plant & equipment, net | $4,348 | $4,272 |
| Finance lease accumulated depreciation | Property, plant & equipment, net | (2,881) | (2,427) |
| Finance lease, net | $1,467 | $1,845 | |
| Finance lease current liabilities | Other current liabilities | $715 | $823 |
| Finance lease long-term liabilities | Other long-term liabilities | 805 | 1,160 |
| Total finance lease liabilities | $1,520 | $1,983 |
(1)The Company recorded $14.7 million during the nine months ended September 30, 2026 associated with impairment of the building right of use (ROU) asset, associated with the announcement of the planned closure of its Jackson facility. Refer to Note 14, Restructuring and Other Charges.
At September 30, 2026, maturities of lease liabilities were as follows (amounts in thousands):
| OperatingLeases · FinanceLeases | |||
|---|---|---|---|
| October 1 - December 31, 2026 | $6,726 | $325 | |
| 2027 | 17,686 | 634 | |
| 2028 | 15,804 | 444 | |
| 2029 | 14,998 | 172 | |
| 2030 | 14,093 | 88 | |
| Thereafter | 103,798 | 10 | |
| Total lease payments | $173,105 | $1,673 | |
| Less imputed interest | 65,527 | 153 | |
| $107,578 | $1,520 | ||
| Weighted average remaining lease term (in years) | 12.71 | 2.52 | |
| Weighted average discount rate | 7.27% | 7.27% | |
Supplemental cash flow information related to leases for the nine months ended September 30, 2026 and September 30, 2025, respectively, were as follows: operating cash flows for operating leases were $14.2 million and $13.7 million, respectively.
- 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 $0.4 million to the pension plans during the nine months ended September 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 · Nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Service cost | $102 | $139 | $318 | $429 |
| Interest cost | 874 | 941 | 2,621 | 2,822 |
| Expected return on assets | (1,278) | (1,358) | (3,836) | (4,072) |
| Amortization of unrecognized prior service cost and unrecognized (gain) loss | (6) | 1 | (19) | 4 |
| Net periodic pension benefit | $(308) | $(277) | $(916) | $(817) |
Service cost is recorded as cost of sales in the condensed consolidated statements of operations while all other components are recorded in other income.
- 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 30,2026 | December 31,2025 | |
|---|---|---|
| Investments | $17,305 | $15,332 |
| Total VIE assets | 17,305 | 15,332 |
| Accounts payable to the non-consolidated VIEs | 5,343 | 4,229 |
| Maximum exposure to loss | $22,648 | $19,561 |
- 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, 2028. We also have a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Total royalty expenses were $2.7 million and $3.4 million for the three months ended September 30, 2026 and 2025, respectively, and $7.7 million and $8.3 million for the nine months ended September 30, 2026 and 2025, respectively.
- RESTRUCTURING AND OTHER CHARGES
On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the cessation of production in its manufacturing facility in Jackson, Tennessee in the fourth quarter of 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 September 30, 2026 and nine months ended September 30, 2026, respectively, associated with impairment of the building right of use (ROU) asset and certain manufacturing plant and equipment. Further, we accrued $1.4 million and $3.9 million for the three months ended September 30, 2026 and nine months ended September 30, 2026, respectively, for severance costs related to the rationalization of certain positions. These costs are included within restructuring and other charges 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 asset. The valuation of the building ROU asset included assumptions related to expected sublease rental rates, vacancy periods and anticipated costs to prepare the facility for leasing.
We estimate that we will incur additional costs associated with the plant closure of approximately $3 million primarily related to severance costs, relocation costs for certain property, plant and equipment and other facility closure related costs. We expect to incur these costs during the remainder of 2026 and 2027.
- OTHER INCOME (LOSS)
Other income (loss) consisted of the following (amounts in thousands):
| Three months ended · Nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Pension plan income | $508 | $527 | $1,524 | $1,580 |
| Equity investment income | 562 | 241 | 1,578 | 645 |
| Loss for life insurance policy termination (1) | — | (2,852) | — | (2,852) |
| (Loss) gain on asset disposal | (1) | 24 | (661) | (24) |
| Other loss | (782) | (444) | (892) | (163) |
| $287 | $(2,504) | $1,549 | $(814) | |
(1) 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.
- INCOME TAXES
The Company recorded income tax expense (benefit) of $0.2 million and $0.0 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded income tax expense of $2.4 million and $3.9 million, respectively. The Company's effective income tax rate was (2.0)% and 0.5% for the three months ended September 30, 2026 and 2025, respectively, and (6.9)% and (27.3)% for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 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 Company’s 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 to make estimates, assumptions, and judgments that are uncertain in nature. The Company has established valuation allowances with respect to certain deferred tax assets in the U.S. and certain foreign jurisdictions and continues to monitor and assess the need for valuation allowances in all its jurisdictions.
The One, Big, Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The 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 continuing to analyze the impacts of the law change and does not expect a material impact on its financial statements.
17.(LOSS) EARNINGS PER SHARE
(Loss) Earnings per share were as follows (amounts in thousands, except per share data):
| Three months ended · Nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net loss from continuing operations | $(8,801) | $(7,725) | $(37,792) | $(18,407) |
| Net (loss) income from discontinued operations, net of tax | $(33,650) | $5,266 | $(22,569) | $12,366 |
| Net loss attributable to Titan and applicable to common shareholders | $(42,744) | $(2,262) | $(61,194) | $(7,456) |
| Determination of shares: | ||||
| Weighted average shares outstanding for continuing operations and total Titan (basic) | 64,463 | 63,895 | 64,334 | 63,635 |
| Effect of restricted stock and stock options | — | — | — | — |
| Weighted average shares outstanding for continuing operations and total Titan (diluted) | 64,463 | 63,895 | 64,334 | 63,635 |
| Weighted average shares outstanding for discontinued operations (basic) | 64,463 | 63,895 | 64,334 | 63,635 |
| Effect of restricted stock and stock options | — | 172 | — | 269 |
| Weighted average shares outstanding for discontinued operations (diluted) | 64,463 | 64,067 | 64,334 | 63,904 |
| Basic (loss) earnings per common share: | ||||
| Continuing operations | $(0.14) | $(0.12) | $(0.59) | $(0.29) |
| Discontinued operations | (0.52) | 0.08 | (0.35) | 0.19 |
| Net loss per share attributable to Titan and applicable common stockholders | (0.66) | (0.04) | (0.95) | (0.12) |
| Diluted (loss) earnings per common share: | ||||
| Continuing operations | $(0.14) | $(0.12) | $(0.59) | $(0.29) |
| Discontinued operations | (0.52) | 0.08 | (0.35) | 0.19 |
| Net loss per share attributable to Titan and applicable common stockholders | (0.66) | (0.04) | (0.95) | (0.12) |
The effect of restricted stock and stock options has been excluded for the calculation of diluted loss per common share for continuing operations, discontinued operations, and total Titan the three and nine months ended September 30, 2026, as the effect would have been antidilutive. The weighted average shares excluded for equity awards for the three and nine months ended September 30, 2026 was 0.1 million and 0.2 million, respectively.
The effect of restricted stock and stock options was excluded from the calculation of diluted loss per common share for both continuing operations and total Titan 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.
- 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.
- SEGMENT INFORMATION
We have aggregated our operating segments into reportable segments based on ourthree customer markets: agricultural, consumer, and earthmoving/construction. 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. 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 and wheel/tire assemblies. Following our disposition of ITM, our business and segments will no longer include undercarriage systems and components in a range of geographies, and the Purchase Agreement contains the Company’s agreement not to complete in this market for a period of five years following the completion of the Transaction. 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, 2026 and 2025 (amounts in thousands):
| Three months ended September 30, 2026 | ||||
|---|---|---|---|---|
| Agriculture | Consumer | Earthmoving/Construction | Total | |
| Net sales | $156,878 | $120,900 | $57,399 | $335,177 |
| Cost of sales | 144,908 | 87,545 | 53,309 | 285,762 |
| Gross profit | $11,970 | $33,355 | $4,090 | $49,415 |
| Selling, general and administrative expenses | 12,718 | 17,474 | 5,090 | 35,282 |
| Research and development expenses | 1,281 | 774 | 419 | 2,474 |
| Royalty expense | 1,665 | 649 | 372 | 2,686 |
| Restructuring and other charges | 266 | 1,176 | — | 1,442 |
| Segment (loss) profit | $(3,960) | $13,282 | $(1,791) | $7,531 |
| Corporate & unallocated expenses | (8,502) | |||
| Interest expense | (9,768) | |||
| Interest income | 2,530 | |||
| Foreign exchange loss | (707) | |||
| Other income | 287 | |||
| Loss from continuing operations before income taxes | $(8,629) | |||
| Nine months ended September 30, 2026 | ||||
|---|---|---|---|---|
| Agriculture | Consumer | Earthmoving/Construction | Total | |
| Net sales | $518,619 | $397,148 | $180,853 | $1,096,620 |
| Cost of sales | 464,989 | 303,406 | 163,967 | 932,362 |
| Gross profit | $53,630 | $93,742 | $16,886 | $164,258 |
| Selling, general and administrative expenses | 40,770 | 55,283 | 14,373 | 110,426 |
| Research and development expenses | 4,114 | 2,685 | 1,252 | 8,051 |
| Royalty expense | 4,987 | 1,718 | 1,044 | 7,749 |
| Restructuring and other charges | 266 | 27,152 | — | 27,418 |
| Segment profit | $3,493 | $6,904 | $217 | $10,614 |
| Corporate & unallocated expenses | (23,444) | |||
| Interest expense | (29,709) | |||
| Interest income | 6,745 | |||
| Foreign exchange loss | (1,103) | |||
| Other income | 1,549 | |||
| Loss from continuing operations before income taxes | $(35,348) | |||
| Three months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Agriculture | Consumer | Earthmoving/Construction | Total | |
| Net sales | $177,578 | $125,008 | $54,672 | $357,258 |
| Cost of sales | 154,152 | 95,694 | 51,338 | 301,184 |
| Gross profit | $23,426 | $29,314 | $3,334 | $56,074 |
| Selling, general and administrative expenses | 14,429 | 19,748 | 4,928 | 39,105 |
| Research and development expenses | 1,260 | 1,001 | 385 | 2,646 |
| Royalty expense | 2,173 | 839 | 433 | 3,445 |
| Segment profit (loss) | $5,564 | $7,726 | $(2,412) | $10,878 |
| Corporate & unallocated expenses | (7,158) | |||
| Interest expense | (9,727) | |||
| Interest income | 2,707 | |||
| Foreign exchange loss | (1,962) | |||
| Other loss | (2,504) | |||
| Loss from continuing operations before income taxes | $(7,766) | |||
| Nine months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Agriculture | Consumer | Earthmoving/Construction | Total | |
| Net sales | $548,804 | $374,744 | $163,223 | $1,086,771 |
| Cost of sales | 476,089 | 295,178 | 151,409 | 922,676 |
| Gross profit | $72,715 | $79,566 | $11,814 | $164,095 |
| Selling, general and administrative expenses | 40,886 | 57,997 | 13,429 | 112,312 |
| Research and development expenses | 3,683 | 2,603 | 1,097 | 7,383 |
| Royalty expense | 5,487 | 1,814 | 1,009 | 8,310 |
| Segment profit (loss) | $22,659 | $17,152 | $(3,721) | $36,090 |
| Corporate & unallocated expenses | (22,801) | |||
| Interest expense | (28,935) | |||
| Interest income | 6,751 | |||
| Foreign exchange loss | (4,750) | |||
| Other loss | (814) | |||
| Loss from continuing operations before income taxes | $(14,459) | |||
Depreciation and amortization expense by segment were as follows as of the periods set forth below (amounts in thousands):
| Agricultural | Consumer | Earthmoving/Construction | Corporate & Unallocated | Total | |
|---|---|---|---|---|---|
| Three months ended September 30, 2026 | $6,115 | $4,713 | $2,237 | $262 | $13,327 |
| Nine months ended September 30, 2026 | 18,767 | 14,389 | 6,538 | 927 | 40,621 |
| Three months ended September 30, 2025 | $6,546 | $4,609 | $2,016 | $362 | $13,533 |
| Nine months ended September 30, 2025 | 19,633 | 13,327 | 5,846 | 1,038 | 39,844 |
- ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Accumulated other comprehensive (loss) income consisted of the following (amounts in thousands):
| CurrencyTranslationAdjustments | Gain (Loss) onDerivatives | UnrecognizedLosses andPrior ServiceCost | Total | |
|---|---|---|---|---|
| Balance at July 1, 2026 | $(213,114) | $418 | $6,378 | $(206,318) |
| Currency translation adjustments | (4,459) | — | — | (4,459) |
| Defined benefit pension plans: | ||||
| Amortization of unrecognized losses and prior service cost, net of tax | — | — | 202 | 202 |
| Derivative gain | — | 90 | — | 90 |
| Balance at September 30, 2026 | $(217,573) | $508 | $6,580 | $(210,485) |
| CurrencyTranslationAdjustments | Gain (Loss) onDerivatives | UnrecognizedLosses andPrior ServiceCost | Total | |
|---|---|---|---|---|
| Balance at January 1, 2026 | $(215,842) | $436 | $6,377 | $(209,029) |
| Currency translation adjustments | (1,731) | — | — | (1,731) |
| Defined benefit pension plans: | ||||
| Amortization of unrecognized losses and prior service cost, net of tax | — | — | 203 | 203 |
| Derivative gain | — | 72 | — | 72 |
| Balance at September 30, 2026 | $(217,573) | $508 | $6,580 | $(210,485) |
| CurrencyTranslationAdjustments | Gain (Loss) onDerivatives | UnrecognizedLosses andPrior ServiceCost | Total | |
|---|---|---|---|---|
| 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 | — | — | 34 | 34 |
| Derivative loss | — | (3) | — | (3) |
| Balance at September 30, 2025 | $(212,405) | $451 | $3,395 | $(208,559) |
| CurrencyTranslationAdjustments | Gain (Loss) onDerivatives | UnrecognizedLosses andPrior ServiceCost | Total | |
|---|---|---|---|---|
| Balance at January 1, 2025 | $(289,678) | $505 | $3,296 | $(285,877) |
| Currency translation adjustments, net | 77,273 | — | — | 77,273 |
| Defined benefit pension plans: | ||||
| Amortization of unrecognized losses and prior service cost, net of tax | — | — | 99 | 99 |
| Derivative loss | — | (54) | — | (54) |
| Balance at September 30, 2025 | $(212,405) | $451 | $3,395 | $(208,559) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.