Form 8-K

8-K — TITAN INTERNATIONAL INC

Accession: 0000899751-26-000084

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000899751

SIC: 3312 (STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — twi-20261029.htm (Primary)

EX-99 (q326earningsreleaseex99.htm)

GRAPHIC (titancolora28a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: twi-20261029.htm · Sequence: 1

twi-20261029

0000899751False00008997512026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2026

TITAN INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)

Delaware 1-12936 36-3228472

(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1525 Kautz Road, Suite 600, West Chicago, IL 60185

(Address of principal executive offices) (Zip Code)

(630) 377-0486

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol Name of each exchange on which registered

Common stock, $0.0001 par value TWI New York Stock Exchange

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 29, 2026, Titan International, Inc. issued a press release reporting its third quarter 2026 financial results. A copy of the press release is furnished herewith as Exhibit 99.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99Press release dated October 29, 2026, reporting third quarter 2026 financial results for Titan International, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TITAN INTERNATIONAL, INC.

(Registrant)

Date: October 29, 2026

By:

/s/ TONY C. EHELI

Tony C. Eheli

SVP and Chief Financial Officer

(Principal Financial Officer)

EX-99

Filename: q326earningsreleaseex99.htm · Sequence: 2

Document

FOR IMMEDIATE RELEASE

Thursday, October 29, 2026

Titan International, Inc. Reports Third Quarter Financial Results

WEST CHICAGO, ILLINOIS, October 29, 2026 - Titan International, Inc. (NYSE: TWI) (“Titan” or the “Company”), a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products, today reported financial results for the third quarter ended September 30, 2026.

Q3 2026 Key Figures for Continuing Operations

•Revenues of $335 million ($454 million, inclusive of discontinued operations)

•Gross margin of 14.7%

•Adjusted EBITDA of $16 million ($28 million, inclusive of discontinued operations)

•Generated Free Cash Flows of $23 million

Paul Reitz, President and Chief Executive Officer, commented, “Inclusive of ITM, which is reported in our Q3 financials as discontinued operations, our revenues for the quarter of $454 million were above the midpoint of our guidance while Adjusted EBITDA of $28 million was also within our guidance range. Our One Stop Shop strategy enabled us to deliver solid financial results despite current market conditions. Focusing on our reported results which exclude ITM from continuing operations, EMC sales grew 5% with improved margins during the quarter while Consumer segment sales were down 3% albeit versus an abnormally strong Q3 last year. Our Ag segment declined 12% as farmers remained on the sidelines due to high interest rates, diesel and fertilizer costs and other macro concerns that continue to impact overall economic activity.”

Mr. Reitz continued, “Toward the end of the quarter we announced an agreement to sell our ITM business. As we noted in that announcement, our Board of Directors believe that the sale of ITM empowers Titan to focus on growing our global wheel and tire businesses while also utilizing the proceeds to reduce our debt. ITM is a high-quality business but has limited synergies relative to our wheel and tire operations. As we continue to execute our strategic plan, we expect to energize our value creation by extending our leadership position in our wheel and tire businesses and intend to utilize proceeds from the transaction to support that strategy. We are progressing through the regulatory process and continue to expect the transaction to close in early January 2027.”

Mr. Reitz concluded, “Macro uncertainty along with elevated interest rates, fuel and fertilizer costs continue to weigh on activity in our end markets, which has been the story throughout 2026. At the same time, we believe the building blocks for a resumption of growth are present. An aging machinery fleet continues to create pent-up replacement demand, while wheel and tire inventories across our distribution channels remain at relatively low levels. Although corn prices are down from recent highs in August, they are still above year-ago levels, as are soybean prices, which bode well for farmer incomes. I am confident that a resumption in end market demand will flow through to suppliers such as Titan rather quickly. We have also strengthened our strategic position with customers through innovative products and solutions, which we expect will support growth despite challenging market conditions.”

Tony Eheli, Chief Financial Officer added, “Inclusive of ITM operations, we are updating our fourth quarter and full-year guidance to reflect the effect of current market conditions. We currently expect fourth quarter sales of between $410 million and $430 million, and Adjusted EBITDA of between break even and $7 million. Our current expectations for FY 2026 are for sales between $1.85 and $1.87 billion and Adjusted EBITDA of between $91 million and $101 million."

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Results for the 2026 third quarter and nine months reflect the classification of the Company’s Italtractor ITM undercarriage business (“ITM”) as discontinued operations in connection with its previously announced pending sale to USCO S.p.A. (“USCO”). The transaction is scheduled to close in January 2027.

Results of Operations

Net sales for the three months ended September 30, 2026 were $335.2 million compared to $357.3 million in the comparable period of 2025, primarily due to lower sales volumes resulting from reduced end‑market demand due to weak market conditions, partially offset by favorable pricing, which reflected higher input costs and improved product mix. In addition, favorable foreign currency translation contributed approximately 0.2% to net sales growth.

Gross profit for the three months ended September 30, 2026 was $49.4 million, or 14.7% of net sales, compared to $56.1 million, or 15.7% of net sales, in the 2025 period. The changes in gross profit and margin were due to lower fixed cost leverage resulting from reduced volumes, as well as inflationary pressures on raw materials and other input costs.

Selling, general and administrative expenses (SG&A) for the three months ended September 30, 2026 were $43.0 million, or 12.8% of net sales, compared to $45.8 million, or 12.8% of net sales, in the 2025 period. The SG&A expense decrease was due to continued focus on cost reduction initiatives.

Loss from operations for the three months ended September 30, 2026 was $1.0 million, compared to income from operations of $3.7 million in the 2025 period, primarily due to lower gross profit discussed above.

The Company recorded income tax expense of $0.2 million and $0.0 million for the three months ended September 30, 2026 and 2025, 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. The Company's income tax expense and rates differed from the amounts determined by applying the U.S. federal income tax rate to pre-tax income primarily because of foreign income tax rate differentials on the mix of earnings and a valuation allowance on most domestic federal and state operations.

Segment Information

Agricultural Segment

(Amounts in thousands, except percentages) Three months ended Nine months ended

September 30, September 30,

2026 2025 %

Change 2026 2025 %

Change

Net sales $ 156,878 $ 177,578 (11.7) % $ 518,619 $ 548,804 (5.5) %

Gross profit 11,970 23,426 (48.9) % 53,630 72,715 (26.2) %

Profit margin 7.6 % 13.2 % (42.4) % 10.3 % 13.2 % (22.0) %

(Loss) income from operations (3,960) 5,564 (171.2) % 3,493 22,659 (84.6) %

Net sales in the agricultural segment were $156.9 million for the three months ended September 30, 2026, as compared to $177.6 million for the comparable period of 2025. The change was primarily due to lower sales volumes in the Americas, driven by lower farm income, higher financing costs, and continued inventory reduction initiatives by OEM and aftermarket customers.

Gross profit in the agricultural segment was $12.0 million for the three months ended September 30, 2026, as compared to $23.4 million in the comparable period of 2025. The change was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, and higher material costs.

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Consumer Segment

(Amounts in thousands, except percentages) Three months ended Nine months ended

September 30, September 30,

2026 2025 %

Change 2026 2025 %

Change

Net sales $ 120,900 $ 125,008 (3.3) % $ 397,148 $ 374,744 6.0 %

Gross profit 33,355 29,314 13.8 % 93,742 79,566 17.8 %

Profit margin 27.6 % 23.4 % 17.9 % 23.6 % 21.2 % 11.3 %

Income from operations 13,282 7,726 71.9 % 6,904 17,152 (59.7) %

Consumer segment net sales were $120.9 million for the three months ended September 30, 2026, as compared to $125.0 million in the 2025 period. The change was primarily driven by lower sales volumes in the Titan Specialty business, reflecting lower customer demand compared to the prior year period. The prior year period benefited from a shift in customer order timing from the second quarter to the third quarter resulting from tariff policies in effect at that time.

Gross profit from the consumer segment was $33.4 million for the three months ended September 30, 2026, as compared to $29.3 million in the 2025 period. The increase was primarily driven by $3.5 million of net tariff refund recoveries, which were recorded as a reduction of cost of goods sold.

Earthmoving/Construction Segment

(Amounts in thousands, except percentages) Three months ended Nine months ended

September 30, September 30,

2026 2025 %

Change 2026 2025 %

Change

Net sales $ 57,399 $ 54,672 5.0 % $ 180,853 $ 163,223 10.8 %

Gross profit 4,090 3,334 22.7 % 16,886 11,814 42.9 %

Profit margin 7.1 % 6.1 % 16.4 % 9.3 % 7.2 % 29.2 %

(Loss) income from operations (1,791) (2,412) 25.7 % 217 (3,721) 105.8 %

The Company's earthmoving/construction segment net sales were $57.4 million for the three months ended September 30, 2026, as compared to $54.7 million in the comparable period of 2025. The increase was driven by higher sales volumes in Europe reflecting recent business awards and increased market share, and pricing actions implemented to offset higher input costs. In addition, favorable foreign currency translation increased net sales by approximately 0.7% between periods.

Gross profit in the earthmoving/construction segment was $4.1 million for the three months ended September 30, 2026, as compared to $3.3 million for the 2025 period. The increase in gross profit was mainly driven by higher sales volumes and productivity initiatives across the Company's production facilities.

Non-GAAP Financial Measures

Adjusted EBITDA from continuing operations was $16.4 million for the third quarter of 2026, compared to $20.3 million in the comparable prior year period. The Company utilizes EBITDA and adjusted EBITDA, which are non-GAAP financial measures, as a means to measure its operating performance. A reconciliation of net loss to EBITDA and adjusted EBITDA can be found at the end of this release.

Adjusted net loss applicable to common shareholders for the third quarter of 2026 was $1.8 million, equal to $(0.03) per basic and diluted share, compared to adjusted net income of $2.6 million, equal to $0.04 per basic and diluted share, in the third quarter of 2025. The Company utilizes adjusted net income applicable to common shareholders,

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which is a non-GAAP financial measure, as a means to measure its operating performance. A reconciliation of net loss applicable to common shareholders and adjusted net (loss) income applicable to common shareholders can be found at the end of this release.

Financial Condition

The Company ended the third quarter of 2026 with total cash and cash equivalents of $172.8 million, compared to $202.9 million at December 31, 2025. Long-term debt at September 30, 2026 was $537.6 million, compared to $559.8 million at December 31, 2025. Short-term debt was $28.5 million at September 30, 2026, compared to $19.1 million at December 31, 2025. Net debt (total debt less cash and cash equivalents) of continuing operations was $393.4 million at September 30, 2026, compared to $376.0 million at December 31, 2025.

Cash provided by operating activities of continuing operations were $19.3 million for the first nine months of 2026, compared with $1.8 million in the prior year period, primarily reflecting favorable changes in working capital, partially offset by other operating activities.

Teleconference and Webcast

Titan will be hosting a teleconference and webcast to discuss the third quarter financial results on Thursday, October 29, 2026, at 9:00 a.m. Eastern Time.

The real-time, listen-only webcast can be accessed using the following link

https://events.q4inc.com/attendee/185351132 or on our website at www.titan-intl.com within the “Investor Relations” page under the “News & Events” menu (https://ir.titan-intl.com/news-and-events/events/default.aspx). Listeners should access the website at least 10 minutes prior to the live event to download and install any necessary audio software.

A webcast replay of the teleconference will be available on our website (https://ir.titan-intl.com/news-and-events/events/default.aspx) soon after the live event.

In order to participate in the real-time teleconference, with live audio Q&A, participants should use one of the following dial in numbers:

United States Toll Free: 1 833 461 5787

All other locations: https://help.events.q4inc.com/eahc/international-dial-in-numbers

Participants Access Code: 185 351 132

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About Titan

Titan International, Inc. (NYSE: TWI) is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in West Chicago, Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. For more information, visit www.titan-intl.com.

Safe Harbor Statement

This press release contains forward-looking statements. These forward-looking statements are covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “would,” “could,” “potential,” “may,” “will,” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, these assumptions are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond Titan International, Inc.'s control. As a result, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to, the effect of a recession on the Company and its customers and suppliers; changes in the Company’s end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise; changes in the marketplace, including new products and pricing changes by the Company’s competitors; the Company's ability to maintain satisfactory labor relations; unfavorable outcomes of legal proceedings; the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities; availability and price of raw materials; levels of operating efficiencies; the effects of the Company's indebtedness and its compliance with the terms thereof; changes in the interest rate environment and their effects on the Company's outstanding indebtedness; unfavorable product liability and warranty claims; actions of domestic and foreign governments, including the imposition of additional tariffs; geopolitical and economic uncertainties relating to the countries in which the Company operates or does business; risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses; results of investments; the effects of potential processes to explore various strategic transactions, including potential dispositions; fluctuations in currency translations; risks associated with environmental laws and regulations; risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; risks relating to financial reporting, internal controls, tax accounting, and information systems; and the other risks and factors detailed in the Company’s periodic reports filed with the Securities and Exchange Commission, including the disclosures under "Risk Factors" in those reports. These forward-looking statements are made only as of the date hereof. The Company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events, or for any other reason, except as required by law.

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Titan International, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Amounts in thousands, except per share data

Three months ended Nine months ended

September 30, September 30,

2026 2025 2026 2025

Net sales $ 335,177 $ 357,258 $ 1,096,620 $ 1,086,771

Cost of sales 285,762 301,184 932,362 922,676

Gross profit 49,415 56,074 164,258 164,095

Selling, general, and administrative expenses 42,959 45,793 131,752 133,745

Research and development expenses 3,299 3,116 10,169 8,751

Royalty expense 2,686 3,445 7,749 8,310

Restructuring and other charges 1,442 — 27,418 —

(Loss) income from operations (971) 3,720 (12,830) 13,289

Interest expense (9,768) (9,727) (29,709) (28,935)

Interest income 2,530 2,707 6,745 6,751

Foreign exchange loss (707) (1,962) (1,103) (4,750)

Other income (loss) 287 (2,504) 1,549 (814)

Loss from continuing operations before income taxes (8,629) (7,766) (35,348) (14,459)

Provision (benefit) for income taxes 172 (41) 2,444 3,948

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 (42,451) (2,459) (60,361) (6,041)

Net income (loss) attributable to noncontrolling interests 293 (197) 833 1,415

Net loss attributable to Titan and applicable to common shareholders $ (42,744) $ (2,262) $ (61,194) $ (7,456)

Loss per common share:

Basic net loss from continuing operations per share $ (0.14) $ (0.12) $ (0.59) $ (0.29)

Basic net loss per share attributable to Titan and applicable common stockholders $ (0.66) $ (0.04) $ (0.95) $ (0.12)

Diluted net loss from continuing operations per share $ (0.14) $ (0.12) $ (0.59) $ (0.29)

Diluted net loss per share attributable to Titan and applicable common stockholders $ (0.66) $ (0.04) $ (0.95) $ (0.12)

Average common shares and equivalents outstanding:

Basic 64,463 63,895 64,334 63,635

Diluted 64,463 63,895 64,334 63,635

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Titan International, Inc.

Condensed Consolidated Balance Sheets

Amounts in thousands, except share data

September 30,

2026 December 31,

2025

Assets (unaudited)

Current assets

Cash and cash equivalents $ 172,787 $ 202,879

Accounts receivable, net of allowance of $4,565 and $4,491, respectively 187,391 166,069

Inventories 327,242 330,622

Prepaid and other current assets 60,129 60,205

Current assets of discontinued operations 351,272 226,197

Total current assets 1,098,821 985,972

Property, plant and equipment, net 331,276 351,846

Operating lease assets 86,227 108,402

Goodwill 29,563 29,563

Intangible assets, net 9,698 10,564

Deferred income taxes 17,652 9,130

Other long-term assets 71,154 62,220

Noncurrent assets of discontinued operations — 114,963

Total assets $ 1,644,391 $ 1,672,660

Liabilities

Current liabilities

Short-term debt $ 28,505 $ 19,099

Accounts payable 178,270 174,038

Operating leases 11,278 10,893

Other current liabilities 129,969 111,558

Current liabilities of discontinued operations 161,052 112,653

Total current liabilities 509,074 428,241

Long-term debt 537,636 559,793

Deferred income taxes 4,495 3,790

Operating leases 96,300 102,835

Other long-term liabilities 33,608 32,199

Noncurrent liabilities of discontinued operations — 24,185

Total liabilities 1,181,113 1,151,043

Commitments and Contingencies

Equity

Titan shareholders' equity

Common stock ($0.0001 par value, 120,000,000 shares authorized, 78,447,035 issued and 64,542,352 outstanding at September 30, 2026; 78,447,035 issued and 63,951,494 outstanding at December 31, 2025)

— —

Additional paid-in capital 738,321 738,711

Retained earnings 39,375 100,569

Treasury stock (at cost, 13,904,683 shares at September 30, 2026 and 14,495,541 shares at December 31, 2025)

(111,166) (115,871)

Accumulated other comprehensive loss (210,485) (209,029)

Total Titan shareholders’ equity 456,045 514,380

Noncontrolling interests 7,233 7,237

Total equity 463,278 521,617

Total liabilities and equity $ 1,644,391 $ 1,672,660

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Titan International, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

All amounts in thousands

Nine months ended September 30,

Cash flows from operating activities: 2026 2025

Net loss $ (60,361) $ (6,041)

Net (loss) income from discontinued operations, net of tax (22,569) 12,366

Net loss from continuing operations (37,792) (18,407)

Adjustments to reconcile net loss to net cash provided by operating activities of continuing operations:

Depreciation and amortization 40,621 39,844

Restructuring and other charges 27,418 —

Deferred income tax benefit (7,739) (2,852)

Loss on fixed asset and investment sale 44 19

Stock-based compensation 3,050 1,878

Issuance of stock under 401(k) plan 1,265 1,252

Foreign currency loss 1,823 5,543

(Increase) decrease in assets:

Accounts receivable (22,883) (38,987)

Inventories 2,083 (8,484)

Prepaid and other current assets (127) (5,206)

Other assets (9,831) (6,283)

Increase in liabilities:

Accounts payable 2,234 20,015

Other current liabilities 15,891 10,754

Other liabilities 3,221 2,741

Net cash provided by operating activities of continuing operations 19,278 1,827

Net cash (used for) provided by operating activities of discontinued operations (9,520) 15,416

Net cash provided by operating activities 9,758 17,243

Cash flows from investing activities:

Capital expenditures (25,232) (30,344)

Proceeds from sale of fixed assets 1,543 235

Net cash used for investing activities of continuing operations (23,689) (30,109)

Net cash used for investing activities of discontinued operations (8,116) (6,325)

Net cash used for investing activities (31,805) (36,434)

Cash flows from financing activities:

Proceeds from borrowings 94,513 72,672

Repayments of debt (107,804) (62,307)

Other financing activities (222) (48)

Net cash (used for) provided by financing activities of continuing operations (13,513) 10,317

Net cash provided by (used for) financing activities of discontinued operations 5,867 (832)

Net cash (used for) provided by financing activities (7,646) 9,485

Effect of exchange rate changes on cash (399) 19,113

Net (decrease) increase in cash and cash equivalents (30,092) 9,407

Cash and cash equivalents, beginning of period 202,879 195,974

Cash and cash equivalents, end of period $ 172,787 $ 205,381

Supplemental information:

Interest paid $ 24,216 $ 24,620

Income taxes paid, net of refunds received 12,033 14,089

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Titan International, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)

Amounts in thousands, except earnings per share data and percentages

The Company reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP). These supplemental schedules provide a quantitative reconciliation between each of adjusted net income attributable to Titan, EBITDA, adjusted EBITDA, net sales on a constant currency basis, net debt, and net cash used for operating activities to free cash flow, each of which is a non-GAAP financial measure and the most directly comparable financial measures calculated and reported in accordance with GAAP.

We present adjusted net income attributable to Titan, adjusted earnings per common share, EBITDA, adjusted EBITDA, net sales on a constant currency basis, net debt and net cash used for operating activities to free cash flow, as we believe that they assist investors with analyzing our business results. In addition, management reviews these non-GAAP financial measures in order to evaluate the financial performance of each of our segments, as well as the Company’s performance as a whole. We believe that the presentation of these non‑GAAP financial measures will permit investors to assess the performance of the Company on the same basis as management.

Adjusted net income attributable to Titan, adjusted earnings per common share, EBITDA, adjusted EBITDA, net sales on a constant currency basis, net debt, and free cash flow should be considered supplemental to, not a substitute for, the financial measures calculated in accordance with GAAP. One should not consider these measures in isolation or as a substitute for our results reported under GAAP. These measures have limitations in that they do not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, these measures may be calculated differently than non-GAAP financial measures reported by other companies, limiting their usefulness as comparative measures. We attempt to compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.

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The table below provides a reconciliation of net loss attributable to Titan and applicable to common shareholders to adjusted net (loss) income attributable to Titan and applicable to common shareholders, which is a non-GAAP financial measure, for the three and nine-month periods ended September 30, 2026 and 2025 (in thousands, except loss per share).

Three months ended Nine months ended

September 30, September 30,

2026 2025 2026 2025

Net loss attributable to Titan and applicable to common shareholders $ (42,744) $ (2,262) $ (61,194) $ (7,456)

Adjustments:

Foreign exchange loss (gain) 941 2,009 (28) 6,389

Restructuring and impairment expenses 1,442 — 27,418 —

Loss from life insurance policy termination — 2,851 — 2,851

Loss on sale of discontinued operations 38,532 — 38,532 —

Adjusted net (loss) income attributable to Titan and applicable to common shareholders $ (1,829) $ 2,598 $ 4,728 $ 1,784

Adjusted (loss) income per common share:

Basic $ (0.03) $ 0.04 $ 0.07 $ 0.03

Diluted $ (0.03) $ 0.04 $ 0.07 $ 0.03

Average common shares and equivalents outstanding:

Basic 64,463 63,895 64,334 63,635

Diluted 64,463 64,067 64,513 63,904

The table below provides a reconciliation of net loss to EBITDA and adjusted EBITDA, which are non-GAAP financial measures, for the three and nine-month ended September 30, 2026 and 2025 (in thousands).

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)

Adjustments:

Provision (benefit) for income taxes 172 (41) 2,444 3,948

Interest expense, excluding financing fees amortization 9,544 9,728 29,413 29,079

Depreciation and amortization 13,327 13,533 40,621 39,844

EBITDA from continuing operations $ 14,242 $ 15,495 $ 34,686 $ 54,464

Adjustments:

Foreign exchange loss 707 1,962 1,103 4,750

Restructuring and impairment expenses 1,442 — 27,418 —

Loss from life insurance policy termination — 2,851 — 2,851

Adjusted EBITDA from continuing operations $ 16,391 $ 20,308 $ 63,207 $ 62,065

Adjusted EBITDA from discontinued operations $ 11,759 $ 9,461 $ 30,460 $ 28,687

Adjusted EBITDA attributable to Titan and applicable to common shareholders $ 28,150 $ 29,769 $ 93,667 $ 90,752

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The table below sets forth, for the three and nine-month ended September 30, 2026, the impact to net sales of currency translation (constant currency) by geography (in thousands, except percentages):

Three months ended September 30, Change due to currency translation Three months ended September 30,

2026

2025(1)

% Change from 2025 $ % Constant Currency

North America $ 221,230 $ 235,950 (6.2) % $ (199) (0.1) % $ 221,429

Europe / CIS 53,219 48,540 9.6 % (717) (1.5) % 53,936

Latin America 52,699 64,912 (18.8) % 2,677 4.1 % 50,022

Asia and other regions 8,029 7,856 2.2 % (1,090) (13.9) % 9,119

$ 335,177 $ 357,258 (6.2) % $ 671 0.2 % $ 334,506

Nine months ended September 30, Change due to currency translation Nine months ended September 30,

2026

2025(1)

% Change from 2025 $ % Constant Currency

North America $ 737,055 $ 728,736 1.1 % $ 602 0.1 % $ 736,453

Europe / CIS 177,142 156,560 13.1 % 7,437 4.8 % 169,705

Latin America 159,164 178,174 (10.7) % 11,409 6.4 % 147,755

Asia and other regions 23,259 23,301 (0.2) % (3,216) (13.8) % 26,475

$ 1,096,620 $ 1,086,771 0.9 % $ 16,232 1.5 % $ 1,080,388

(1) Certain reclassifications were made to the prior year amounts to conform with the current year presentation for the net sales by geography.

The table below provides a reconciliation of net debt of continuing operations, which is a non-GAAP financial measure (in thousands):

September 30, 2026 December 31, 2025 September 30, 2025

Long-term debt $ 537,636 $ 559,793 $ 551,277

Short-term debt 28,505 19,099 17,704

Total debt $ 566,141 $ 578,892 $ 568,981

Cash and cash equivalents 172,787 202,879 205,381

Net debt $ 393,354 $ 376,013 $ 363,600

The table below provides a reconciliation of net cash provided by operating activities to free cash flow, which is a non-GAAP financial measure (in thousands):

Three months ended Nine months ended

September 30, September 30,

2026 2025 2026 2025

Net cash provided by operating activities of continuing operations $ 29,488 $ 19,060 $ 19,278 $ 1,827

Capital expenditures (6,206) (8,144) (25,232) (30,344)

Free cash flow from continuing operations $ 23,282 $ 10,916 $ (5,954) $ (28,517)

Free cash flow from discontinued operations (13,679) 18,973 (17,824) 9,007

Free cash flow attributable to Titan and applicable to common shareholders $ 9,603 $ 29,889 $ (23,778) $ (19,510)

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