DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2026

Discontinued Operations and Disposal Groups [Abstract]

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 our three 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