TITAN INTERNATIONAL INC

Except for the additional risk factors set forth below, there have been no material changes from the risk factors disclosed in Item 1A. “Risk Factors” of the 2025 Form 10-K.

Geopolitical and military conflict have increased volatility in global economic conditions, which may impact our business.

Ongoing military conflicts, particularly the current military conflicts involving the United States, Israel and Iran, and heightened geopolitical tensions have contributed to increased volatility in global economic conditions, including disruptions to supply chains, fluctuations in commodity and energy prices, and increased transportation costs. While we do not have material operations in regions directly affected by active military conflict, these developments have had, and may continue to have, indirect effects on our business.

The ultimate impact of these conflicts remains uncertain and depends on factors beyond our control, including the duration and geographic scope of the conflicts, governmental responses such as sanctions or trade restrictions, and the effects on global financial markets. Prolonged or expanded military conflict could adversely affect customer demand, supplier availability, costs, and our results of operations or financial condition.

Given this factor, we are continuing to assess the potential impact of these military conflicts and increased geopolitical tensions on our business, financial condition and results of operations, which remains uncertain, given the fluid and changing nature of these events.

The proposed sale of ITM may not be completed on the anticipated terms or timing that we anticipate, and the Sale of the Undercarriage Business may not achieve the benefits that we anticipate.

We have entered into an agreement to sell ITM, which controls our undercarriage business. Completion of the Sale of the Undercarriage Business is subject to the satisfaction of customary closing conditions and other matters that may be outside of our control. Currently, we anticipate that the Sale of the Undercarriage Business will close in first quarter of 2027. However, there can be no assurance that the Sale of the Undercarriage Business will be completed within this anticipated time frame or on the terms we expect, including generating the level of cash proceeds that we currently expect.

The pending nature of the Sale of the Undercarriage Business may disrupt ITM’s business and relationships with customers, suppliers and employees, divert management attention and other resources from our ongoing operations, and result in transaction-related costs, regardless of whether the transaction is completed. In addition, our expectations regarding the financial and strategic effects of the transaction are based on estimates and assumptions that are subject to risks and uncertainties, and actual results may differ materially from those anticipated. If the Sale of the Undercarriage Business is completed, we may not realize the anticipated benefits of the disposition and may retain certain obligations or liabilities associated with ITM following the sale. Any of these matters could adversely affect our business, financial condition and results of operations.