TWI 10-K & 10-Q changes, risk factors and insider trading
Titan International Inc. · NYSE · Steel Works, Blast Furnaces & Rolling Mills (Coke Ovens) · CIK 899751 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “•The Company faces substantial uncertainties related to the currently dynamic and uncertain tariff policy environment, including increased competition from domestic and international companies, increased costs and potential reductions in customer demand.”
New heading “•The Company could be negatively impacted if Titan fails to maintain satisfactory labor relations.”
New heading “•The Company may be affected by unfair trade practices.”
Removed heading “•The Company faces substantial competition from domestic and international companies.”
Removed heading “•The Company may be affected by unfair trade.”
Removed heading “•The Company may be adversely affected by changes in government regulations and policies.”
Removed heading “•The Israeli-Hamas military conflict may adversely affect our business and financial statements.”
Largest changes
“In February 2022, in response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, imposed targeted economic sanctions on Russia and certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted by the United States and other countries throughout the world and these economic sanctions may result in an adverse effect on the Company's Russian operations. …”see in full comparison
“In February 2022, in response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted by the United States and other countries throughout the world and these economic sanctions may result in an adverse effect on the Company's Russian operations. …”see in full comparison
“•The Company faces substantial uncertainties related to the currently dynamic and uncertain tariff policy environment, including increased competition from domestic and international companies, increased costs and potential reductions in customer demand.”see in full comparison
“•The Company could be negatively impacted if Titan fails to maintain satisfactory labor relations.”see in full comparison
“•The Israeli-Hamas military conflict may adversely affect our business and financial statements.”see in full comparison
“•The Company may be adversely affected by changes in government regulations and policies.”see in full comparison
Full comparison: every changed paragraph (43)
The Company is subject to various risks and uncertainties that it believes are significant to our business. These risks relate to or arise out of the nature of the Company's business and overall business, economic, financial, legal, and other factors or conditions that may affect the Company. In addition to risks discussed elsewhere in this report, the following are factors that could, individually or in the aggregate, materially adversely affect the Company’s business, financial condition and results of operations and cause the Company's actual results to differ from past results and/or those anticipated, estimated or projected. In addition, other risks not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition and results of operations, perhaps materially. It is impossible to reliably predict or identify all such risks and uncertainties and, as a result, you should not consider the following factors to be a complete discussion of all risks or uncertainties that may impact the Company’s business, financial condition or results of operations.
The Company’s ten largest customers, which are primarily OEMs, accounted for 33%, 35%, and 40% of Titan’s net sales for 2025, 2024, and 2023, respectively. Net sales to Deere & Company represented 10%, 11%, and 13% of Titan’s net sales for 2025, 2024, and 2023 respectively. No other customer accounted for 10% or more of Titan's net sales in 2025, 2024, or 2023. Titan’s business could be adversely affected if one of its larger customers reduces, or otherwise eliminates in full, its purchases from Titan due to work stoppages or slow-downs, financial difficulties, as a result of termination provisions, competitive pricing, or other reasons. There is also continuing pressure from OEMs to reduce costs, including the cost of products and services purchased from outside suppliers such as Titan, and in that regard OEMs may develop in-house tire and wheel capabilities. There can be no assurance that Titan will be able to maintain its long-term relationships with its major customers which could have an adverse effect on the Company's results of operations.
•The Company faces substantial uncertainties related to the currently dynamic and uncertain tariff policy environment, including increased competition from domestic and international companies, increased costs and potential reductions in customer demand.
There can be no assurance that Titan’s businesses will not be adversely affected by increased competition in the Company’s markets, or that competitors will not develop products that are more effective or less expensive than Titan products or which could render certain of Titan's products less competitive. From time to time certain competitors have reduced prices in particular product categories, which has caused Titan to reduce prices. There can be no assurance that in the future Titan’s competitors will not further reduce prices or that any such reductions would not have a material adverse effect on Titan’s business.
On April 2, 2025, the United States government issued a series of reciprocal tariffs affecting the importing of goods into the United States from approximately 185 foreign countries. As described below, the imposition of these tariffs has been fluid and changing and the tariffs have the ability to affect a substantial portion of our supply chain and could materially impact the Company's financial performance as a result of the following:
1.Increased Costs: The tariffs led to higher costs for raw materials and components sourced from affected countries. This increase in costs may not be fully passed on to our customers, potentially reducing our profit margins.
2.Supply Chain Disruptions: We rely on a global supply chain, and the tariffs may cause disruptions in the availability of certain materials. This may lead to delays in production and increased lead times, which could affect our ability to meet customer demand.
3.Market Uncertainty: The ongoing trade tensions and the potential for retaliatory tariffs by other countries create an uncertain market environment. This uncertainty has led to reduced consumer confidence and lower demand for our products.
4.Mitigation Strategies: To address the foregoing risks, we are exploring various strategies to mitigate the impact of tariffs as well as the uncertainty and consequences of litigation related to the validity of certain tariffs. These strategies include seeking alternative suppliers, reclassifying goods to reduce tariff exposure where permissible, negotiating with suppliers and customers to manage the increased costs. However, there is no assurance that these strategies will be successful.
The recently imposed U.S. tariffs are the subject of ongoing litigation. In August 2025, the U.S. Court of Appeals for the Federal Circuit held that the President lacked authority under International Emergency Economic Powers Act ("IEEPA") to impose the challenged tariffs but stayed its ruling while the U.S. Supreme Court reviewed the issue.
In February 2026, the U.S. Supreme Court affirmed the decision of the Court of Appeals. Following the ruling, the Trump administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase this“global tariff” to 15%, effective immediately, using presidential powers under certain U.S. trade laws. If implemented, these tariffs can remain in effect for up to 150 days, which may be extended by the U.S. Congress. The Trump Administration may continue to impose additional tariffs under other U.S. trade laws.
In addition, in light of the Supreme Court’s decision, there is also uncertainty about whether companies are entitled to refunds, the timing of those refunds and the contractual issues that include potential disputes over entitlement to refundable duties.
Given the dynamic and uncertain tariff policy environment, we are continuing to assess the impact of past and possible future tariffs and the consequences of the Supreme Court's decision. The impact on our business, financial condition, and results of operations may be material, but the future impact remains uncertain.
•The Company could be negatively impacted if Titan fails to maintain satisfactory labor relations.
Titan is party to collective bargaining agreements covering a portion of the Company's workforce. Titan is exposed to risks associated with disruptions to the Company’s operations if the Company is unable to reach a mutually agreeable domestic collective bargaining agreement, once the term of the existing agreement expires. The current domestic collective bargaining agreement was ratified in January 2025 and will expire in November 2028. If Titan is unable to maintain satisfactory labor relations with its employees covered by collective bargaining agreements, these employees could engage in strikes, or the Company may otherwise experience work slowdowns or be subject to other labor actions. Any such actions, and any other labor disputes with the Company’s employees domestically or internationally, could materially disrupt its operations. Future collective bargaining agreements may impose significant additional costs on Titan, which could adversely affect its financial condition and results of operations.
The market for highly skilled workers in our industry is extremely competitive. If we are less successful in our recruiting efforts, or if we cannot retain and motivate highly skilled workers and key leaders representing diverse backgrounds, experiences and skill sets, our business and financial performance may be adversely affected.
The Company had total aggregate net sales outside the United States of approximately $910.2$0.9 million,billion, $1.0$0.9 billion, and $1.1$1.0 billion for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. Net sales outside the United States are a significant proportion of total net sales, accounting for 49%,50%, 55%49% and 50%55% for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. Net sales from these international operations are expected to continue to represent a similar portion of total net sales for the foreseeable future.
International Operations and Sales – International operations and sales are subject to a number of risks and restrictions, that are not generally applicable to Titan’s North American operations including, but not limited to, risks with respect to currency exchange rates, economic and political destabilization, other disruption of foreign markets, restrictive actions by foreign governments (such as restrictions on transfer of funds, export duties, and quotas and foreign customs) and local epidemics or pandemics. Other risks include: changes in foreign laws regarding trade and investment; difficulties in establishing and maintaining relationships with respect to product distribution and support; nationalization; reforms of United States laws and policies affecting trade, restrictions on foreign investment, and restrictions on loans to foreign entities; and changes in foreign tax and other laws. There may also be restrictions on the Company's ability to repatriate earnings and investments from international operations. There can be no assurance that one or a combination of these factors will not have a material adverse effect on the Company’s ability to increase or maintain its international sales and results of operations.
Foreign Suppliers – The Company purchases raw materials from foreign suppliers. The production costs, profit margins, and competitive position of the Company are affected by the strength of the currencies in countries where Titan purchases goods,goods and services, relative to the strength of the currencies in countries where the products are sold. The Company’s results of operations, cash flows, and financial position may be affected by fluctuations in foreign currencies.
•The Company may be affected by unfair trade practices.
Titan faces intense competition from producers both in the United States and around the world, some of which may engage in unfair trade practices. For example, in early January 2016, Titan, along with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Worker International Union, AFL-CIO, CLC of Pittsburgh, Pennsylvania, filed petitions with the U.S. Department of Commerce ("DOC") and the U.S. International Trade Commission ("ITC") alleging that imported off-the-road tires from India and Sri Lanka and wheel and tire assemblies from China were being dumped and/or subsidized and were a cause of material injury to the domestic industry. As a result, antidumping ("AD") and countervailing duty ("CVD") orders were imposed on dumped and subsidized imports of off-the-road tires from India. Titan Tire Corporation has been participating in recent annual administrative reviews of the AD/CVD orders by the DOC and has appealed aspects of the final results of the 2021 CVD administrative review to the U.S. Court of International Trade. Unfair trade practices by international competitors may have a material adverse effect on Titan's business, financial condition and results of operations.
The Company’s ten largest customers, which are primarily OEMs, accounted for 35%, 40%, and 43% of Titan’s net sales for 2024, 2023, and 2022, respectively. Net sales to Deere & Company represented 11%, 13%, and 15% of Titan’s net sales for 2024, 2023, and 2022 respectively. No other customer accounted for 10% or more of Titan's net sales in 2024, 2023, or 2022. Titan’s business could be adversely affected if one of its larger customers reduces, or otherwise eliminates in full, its purchases from Titan due to work stoppages or slow-downs, financial difficulties, as a result of termination provisions, competitive pricing, or other reasons. There is also continuing pressure from OEMs to reduce costs, including the cost of products and services purchased from outside suppliers such as Titan, and in that regard OEMs may develop in-house tire and wheel capabilities. There can be no assurance that Titan will be able to maintain its long-term relationships with its major customers which could have an adverse effect on the Company's results of operations.
•The Company faces substantial competition from domestic and international companies.
There can be no assurance that Titan’s businesses will not be adversely affected by increased competition in the Company’s markets, or that competitors will not develop products that are more effective or less expensive than Titan products or which could render certain products less competitive. From time to time certain competitors have reduced prices in particular product categories, which has caused Titan to reduce prices. There can be no assurance that in the future Titan’s competitors will not further reduce prices or that any such reductions would not have a material adverse effect on Titan’s business.
•The Company couldmay be negativelyadversely impactedaffected ifby Titanchanges failsin togovernment maintainregulations satisfactoryand labor relations.policies.
In August 2022, the “Inflation Reduction Act” (H.R. 5376) was signed into law in the United States. As part of the Inflation Reduction Act, the U.S. Congress enacted the corporate alternative minimum tax ("CAMT"). The Inflation Reduction Act or CAMT has not had a material impact on our financial results, including on our reported effective tax rate.
In February 2022, in response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, imposed targeted economic sanctions on Russia and certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted by the United States and other countries throughout the world and these economic sanctions may result in an adverse effect on the Company's Russian operations. Furthermore, while we have policies, procedures and internal controls in place designed to ensure compliance with applicable sanctions and trade restrictions, and though the current effects from the Russia-Ukraine conflict have, thus far, not resulted in a material adverse impact to the Company’s financial condition or results of operations, our employees, contractors, and agents may take actions in violation of such policies and applicable law and we could be held ultimately responsible. We rely on our employees to adhere to the policies, procedures and internal controls we have established to maintain compliance with evolving sanctions and export controls. To that end, we have implemented training programs, both in person and online, to educate our employees on applicable sanctions and export controls laws. If we are held responsible for a violation of U.S. or other countries’ sanctions laws, we may be subject to various penalties, any of which could have a material adverse effect on our business, financial condition or results of operations.
The Company currently owns 64.3% of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represented approximately 7% and 5% of consolidated total assets of Titan as of December 31, 2025 and 2024, respectively. The increase in asset percentage from 2024 to 2025 was primarily driven by foreign exchange rate fluctuations. The Russian operations represent approximately 4%, 5%, and 6% of consolidated total sales for the years ended December 31, 2025, 2024, and 2023, respectively. The military conflict between Russia and Ukraine has not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on its business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations.
Titan is party to collective bargaining agreements covering a portion of the Company's workforce. Titan is exposed to risks associated with disruptions to the Company’s operations if the Company is unable to reach a mutually agreeable domestic collective bargaining agreement. The current domestic collective bargaining agreement was ratified in January 2025 and will expire on November 16, 2028. If Titan is unable to maintain satisfactory labor relations with its employees covered by collective bargaining agreements, these employees could engage in strikes, or the Company may otherwise experience work slowdowns or be subject to other labor actions. Any such actions, and any other labor disputes with the Company’s employees domestically or internationally, could materially disrupt its operations. Future collective bargaining agreements may impose significant additional costs on Titan, which could adversely affect its financial condition and results of operations.
The market for highly skilled workers in our industry is extremely competitive. If we are less successful in our recruiting efforts, or if we cannot retain and motivate highly skilled workers and key leaders representing diverse backgrounds, experiences and skill sets, our business and financial statements may be adversely affected.
•The Company may be affected by unfair trade.
Titan faces intense competition from producers both in the United States and around the world, some of which may engage in unfair trade practices. For example, in early January 2016, Titan, along with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Worker International Union, AFL-CIO, CLC of Pittsburgh, Pennsylvania, filed petitions with the U.S. Department of Commerce ("DOC") and the U.S. International Trade Commission ("ITC") alleging that imported off-the-road tires from India and Sri Lanka and wheel and tire assemblies from China were being dumped and/or subsidized and were a cause of material injury to the domestic industry. As a result, antidumping ("AD") and countervailing duty ("CVD") orders were imposed on dumped and subsidized imports of off-the-road tires from India. Titan Tire Corporation has been participating in recent annual administrative reviews of the AD/CVD orders by the DOC and has appealed aspects of the final results of the 2021 CVD administrative review to the U.S. Court of International Trade. Unfair trade may have a material adverse effect on Titan's business.
•The Company may be adversely affected by changes in government regulations and policies.
On August 16, 2022, the “Inflation Reduction Act” (H.R. 5376) was signed into law in the United States. As part of the Inflation Reduction Act, the U.S. Congress enacted the corporate alternative minimum tax ("CAMT"). Titan does not currently expect the Inflation Reduction Act or CAMT to have a material impact on our financial results, including on our annual estimated effective tax rate.
In February 2022, in response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted by the United States and other countries throughout the world and these economic sanctions may result in an adverse effect on the Company's Russian operations. Furthermore, while we have policies, procedures and internal controls in place designed to ensure compliance with applicable sanctions and trade restrictions, and though the current effects from the Russia-Ukraine conflict have, thus far, not resulted in a material adverse impact to the Company’s financial condition or results of operations, our employees, contractors, and agents may take actions in violation of such policies and applicable law and we could be held ultimately responsible. We rely on our employees to adhere to the policies, procedures and internal controls we have established to maintain compliance with evolving sanctions and export controls. To that end, we have implemented training programs, both in person and online, to educate our employees on applicable sanctions and export controls laws. If we are held responsible for a violation of U.S. or other countries’ sanctions laws, we may be subject to various penalties, any of which could have a material adverse effect on our business, financial condition or results of operations.
The Company currently owns 64.3% of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represents approximately 5% and 7% of consolidated assets of Titan as of December 31, 2024, and 2023, respectively. The Russian operations represent approximately 5%, 6%, and 6% of consolidated global sales for the years ended December 31, 2024, 2023, and 2022, respectively. The military conflict between Russia and Ukraine has not had a significant impact on the Company's global operations. The Company continues to monitor the potential impacts on the business including the increased cost of energy in Europe and the ancillary impacts that the military conflict could have on other global operations.
•The Israeli-Hamas military conflict may adversely affect our business and financial statements.
In October 2023, an armed conflict between the Hamas-led militant groups and Israel military forces began and continued to escalate throughout much of 2024 in Israel and the surrounding region. The Company does not have operations in the region affected by the military conflict, and the conflict has not had a significant impact on the Company’s global operations. The Company has experienced an increase in container freight costs as a result of the impact of global shipping routes due to the conflict within the region. Notwithstanding the recent January 2025 cease fire related to this conflict, the resumption or escalation of military conflict in this region could have broader economic consequences beyond their current scope. The Company continues to monitor the potential impacts on the business, including increased cost of energy, and the ancillary impacts that the military conflict could have on other global operations.
Governmental regulatory bodies in the United States and other countries have adopted, or are contemplating introducing regulatory changes in response to the potential impacts of climate change. New laws and regulations regarding climate change may be designed to reduce greenhouse gas emissions and/or mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy). Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements. In addition, any failure to adequately address stakeholder expectations with respect to ESG matters may result in the loss of business, have adverse reputational impacts, diluteddilute market valuations and create challenges in attracting and retaining customers and talented employees. The Company’s customers may also be affected by climate change regulations that may impact future purchases of the Company's products. The potential impacts of climate change and climate change regulations are highly uncertain at this time, and the Company cannot currently anticipate or predict any material adverse effect on its consolidated financial condition, results of operations, or cash flows as a result of climate change and climate change regulations.
The Company is subject to corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations of the SEC, the Public Company Accounting Oversight Board ("PCAOB"), and the New York Stock Exchange ("NYSE"). These laws, rules, and regulations continue to evolve and may become increasingly restrictive in the future. Failure to comply with these laws, rules, and regulations may have a material adverse effect on Titan’s reputation,reputation and financial condition, and the value of the Company’s securities.
In the ordinary course of business, the Company relies upon information technology systems, some of which are managed by third parties, to process, transmit, and store electronic information. Technology systems are used in a variety of business processes and activities, including purchasing, manufacturing, distribution, invoicing, and financial reporting. The Company utilizes security measures and business continuity plans to prevent, detect, and remediate damage from computer viruses, natural disasters, unauthorized access (whether through cybersecurity attacks or otherwise), utility failures, and other similar disruptions. Despite Titan's security measures and safeguards, a security breach or information technology system interruption or failure may disrupt and affect the Company's business, resulting in customer dissatisfaction,dissatisfaction and potential legal claims and may adversely affect Titan’s results of operations and financial conditions. There can be no assurance that any such security measures or plans will be sufficient to mitigate all potential risks to Titan's systems, networks, and information. Further a significant theft, loss, or fraudulent use of customer or employee information could adversely impact the Company's reputation and could result in unauthorized release of confidential or otherwise protected information, significant costs, fines, and litigation, including with respect to enhanced cybersecurity protection and remediation costs. The Company is currently undergoing upgrades and improvements to its core enterprise resource planning systems which are ‘cloud based’. Despite adequate security measures, these systems are vulnerable to disruption of service and security breaches as mentioned above. Further, investment in the ‘cloud based’ systems may have an adverse impact on short-term results of operations and financial condition.
In July 2018 and March 2022, the three-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 adopted the impacts of this standard for the years ended December 31, 20242025 and 2023.2024. See Note 1 to our consolidated financial statements for further discussion.
Our results of operations are materially affected by economic conditions globally, regionally and in the particular industries we serve. The demand for our products tends to be cyclical and can be significantly reduced in periods of economic weakness characterized by lower levels of government and business investment, lower levels of business confidence, lower corporate earnings, high real interest rates, lower credit activity or tighter credit conditions, high inflation, higher unemployment and lower consumer spending. Certain aspects of our business that are heavily consumer driven and dependent on discretionary spending may be impacted on an even broader scale by some of these economic conditions. Also, our current and future operating costs of labor, raw materials and logistics may be impacted by higher inflation and higher interest rates. Economic conditions vary across regions and countries, and demand for our products generally increases in those regions and countries experiencing economic growth and investment. Slower economic growth or a change in the global mix of regions and countries experiencing economic growth and investment could have an adverse effect on our business, financial condition and results of operations and financial condition.operations.
Management's Discussion & Analysis (MD&A)
Largest changes
see in full comparisonDuringTherecentagriculturalmonths,marketagriculture-relatedis affected by related commodity prices and farmerincomeincome,haveamong other variables. The customer demand in the agricultural markets in North America and Europe are currently experiencing a mix of customer demand levels driven by favorable customer order patterns in small agricultural products as compared to a significant slowdown in customer demand for large agricultural products. The mix in demand levels has beenonand continues to be further exacerbated by therise,dynamichowever,andpricesuncertainremaintarifflowerpolicythanenvironment,historicalincludinghighs.theThe conclusionimposition of tariffs by the United Statesnationalandpoliticalotherelectionscountriesappearsthroughout the world, and responses thereto, including litigation, which has created uncertainty in the global markets including impact on farmer sentiment. Amid the evolving global tariff situation, Titan is in a uniquely advantaged position among its competitors, having manufacturing capabilities that are strategically located in the key markets we serve. In addition, some mid tohavelongboostedtermfarmerglobalsentimentsmarketregardingtrendstheanticipateagriculture industry outlook. Populationpopulation growth, a shift in consumer preference toward higher protein diets, and the pressures to replace an aging large equipment fleet in favor of newer and higher productivitytechnology, have provided encouragement that market conditions may improve to support renewed and continued demand for the Company's products in the mid- to long-term time horizon.technology. Theagricultural market has recently experienced a significant slowdown in customer demand, but theCompanyis hopefulexpects that the underlying marketconditionstrends mentionedpreviouslyabove will provide future support for themid-mid to long-term demand for the Company's products.ManyHowever,moremany variables, including weather, volatility in the price of commodities,graintheprices,demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies, subsidies, and uncertainty surrounding the dynamic and uncertain tariff policy environment including tariffs(including those currently being discussedimposed by theTrumpUnitedadministrationStates andthereciprocatedgovernmentsbyofotherChina, Mexico, and Canada), and the demand for used equipment,countries, can greatly affect the Company's performance in the agricultural market in a given period.
“Consumer segment's net sales were $505.8 million for the year ended December 31, 2025, compared to $474.0 million for 2024. The increase was primarily driven by the inclusion of two additional months of sales from the Titan Specialty acquisition, as well as favorable pricing and product mix influenced by higher input costs and the impact of tariffs in the Titan Specialty business. The increase was partially offset by lower volume in the Americas region outside of the Titan Specialty businesses during 2025 due to continued market softness.”see in full comparison
The earthmoving/construction segment is affected by many variables, including commodity prices, uncertainty surrounding the imposition of tariffs as mentioned above, road construction, infrastructure, government appropriations, housing starts, and other macroeconomic drivers. The construction market is primarily driven by country-specific GDP and the need for infrastructure developments. The earthmoving/construction markets are currently experiencingsee in full comparisonaanslowdownimprovement in OEMdemand,demandbut we expect the marketdue tostabilize over the mid to long term given the level ofstronger mining capital budgets and forecasted GDPgrowth.growth in many of the countries in which Titan's earthmoving/construction products are sold. The mining industryhascontinuedexperiencedto experience growth given the increased demandforin naturalresources.resources industries. Mineral commodity prices are at relatively high levels, which should alsosupportssupport the forecasted mid- to long-term growth. However, as noted above, numerous variables can affect the Company's sales of earthmoving/construction products in any given period.
“Net cash used for investing activities was $201.6 million in 2024, compared to $56.9 million in 2023. This rise was primarily attributable to the acquisition of Carlstar for a cash consideration of $143.6 million, which included an additional payment of $19.8 million for excess working capital to the sellers, which has now been recovered through active working capital management. The Company also invested $65.6 million in capital expenditures in 2024, up from $60.8 million in 2023. …”see in full comparison
The consumer market consists of several distinct product lines within different regions. These products include specialty tires and products under several leading brands,see in full comparisoninclusive ofincluding Carlstar, ITP and Marastar brands within powersports, outdoor power equipment and high-speed trailers. The consumer market also includes light truck tires sold into Latin America and other specialty products, including custom mixing of rubber stock, and train brakes.SomeCertain aspects of the consumer market are presently experiencing asignificantslowdown, particularly in the Americas. The consumer segment pace of growth can vary from period to period and is affected by many macroeconomic variables including but not limited to inflationary impacts, consumer spending, interest rates, government policies, and uncertainty surrounding tariffs, as mentioned above. As previously stated, we believe that our ownership of manufacturing capabilities andotherpartnershipsmacroeconomicwithdrivers.suppliers that are strategically located puts us in a uniquely advantaged position to allow us to respond to some of the challenges presented by the current tariff situation.
Gross profit in the earthmoving/construction segment was $60.6 million, or 10.4% of net sales, for the year ended December 31, 2025, compared to $62.8 million, or 10.8% of net sales, for the year ended December 31,see in full comparison2024, compared to $110.7 million, or 16.1% of net sales, for the year ended December 31, 2023.2024. Gross profit and margin changes were mainly due to inflationary pressures on raw materials and other input costs and lower salesvolume,volumenegativeresultingprice/mixineffects, and the effect onreduced fixed cost leverage.
Full comparison: every changed paragraph (57)
Acquisition of Carlstar Group (now also known as "Titan Specialty")
On February 29, 2024, the Company acquired 100% of the equity interests of Carlstar.Carlstar, now also known as Titan Specialty. The results of Carlstar'sTitan Specialty's operations have been included in our consolidated financial statements since February 29, 2024. Total acquisition-related costs related to the CarlstarTitan Specialty acquisition for the year ended December 31, 2024 were $6.2 million.
The purchase consideration for the CarlstarTitan Specialty acquisition was allocated to the estimated fair value of assets acquired and liabilities assumed for Carlstar as of February 29, 2024. For further information, refer to Note 2 to our consolidated financial statements.
For a description of the Company’s business and segments see "Item 11. Business" in Part I of this Form 10-K.
DuringThe recentagricultural months,market agriculture-relatedis affected by related commodity prices and farmer incomeincome, haveamong other variables. The customer demand in the agricultural markets in North America and Europe are currently experiencing a mix of customer demand levels driven by favorable customer order patterns in small agricultural products as compared to a significant slowdown in customer demand for large agricultural products. The mix in demand levels has been onand continues to be further exacerbated by the rise,dynamic however,and pricesuncertain remaintariff lowerpolicy thanenvironment, historicalincluding highs.the The conclusionimposition of tariffs by the United States nationaland politicalother electionscountries appearsthroughout the world, and responses thereto, including litigation, which has created uncertainty in the global markets including impact on farmer sentiment. Amid the evolving global tariff situation, Titan is in a uniquely advantaged position among its competitors, having manufacturing capabilities that are strategically located in the key markets we serve. In addition, some mid to havelong boostedterm farmerglobal sentimentsmarket regardingtrends theanticipate agriculture industry outlook. Populationpopulation growth, a shift in consumer preference toward higher protein diets, and the pressures to replace an aging large equipment fleet in favor of newer and higher productivity technology, have provided encouragement that market conditions may improve to support renewed and continued demand for the Company's products in the mid- to long-term time horizon.technology. The agricultural market has recently experienced a significant slowdown in customer demand, but the Company is hopefulexpects that the underlying market conditionstrends mentioned previouslyabove will provide future support for the mid-mid to long-term demand for the Company's products. ManyHowever, moremany variables, including weather, volatility in the price of commodities, grainthe prices,demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies, subsidies, and uncertainty surrounding the dynamic and uncertain tariff policy environment including tariffs (including those currently being discussedimposed by the TrumpUnited administrationStates and thereciprocated governmentsby ofother China, Mexico, and Canada), and the demand for used equipment,countries, can greatly affect the Company's performance in the agricultural market in a given period.
The earthmoving/construction segment is affected by many variables, including commodity prices, uncertainty surrounding the imposition of tariffs as mentioned above, road construction, infrastructure, government appropriations, housing starts, and other macroeconomic drivers. The construction market is primarily driven by country-specific GDP and the need for infrastructure developments. The earthmoving/construction markets are currently experiencing aan slowdownimprovement in OEM demand,demand but we expect the marketdue to stabilize over the mid to long term given the level ofstronger mining capital budgets and forecasted GDP growth.growth in many of the countries in which Titan's earthmoving/construction products are sold. The mining industry hascontinued experiencedto experience growth given the increased demand forin natural resources.resources industries. Mineral commodity prices are at relatively high levels, which should also supportssupport the forecasted mid- to long-term growth. However, as noted above, numerous variables can affect the Company's sales of earthmoving/construction products in any given period.
The consumer market consists of several distinct product lines within different regions. These products include specialty tires and products under several leading brands, inclusive ofincluding Carlstar, ITP and Marastar brands within powersports, outdoor power equipment and high-speed trailers. The consumer market also includes light truck tires sold into Latin America and other specialty products, including custom mixing of rubber stock, and train brakes. SomeCertain aspects of the consumer market are presently experiencing a significant slowdown, particularly in the Americas. The consumer segment pace of growth can vary from period to period and is affected by many macroeconomic variables including but not limited to inflationary impacts, consumer spending, interest rates, government policies, and uncertainty surrounding tariffs, as mentioned above. As previously stated, we believe that our ownership of manufacturing capabilities and otherpartnerships macroeconomicwith drivers.suppliers that are strategically located puts us in a uniquely advantaged position to allow us to respond to some of the challenges presented by the current tariff situation.
The following table sets forth the Company’s statement of operations expressed as a percentage of net sales for the periods indicated. This table and subsequent discussions should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included elsewhere in this annual report.
Net sales for the year ended December 31, 2025 were $1.83 billion, compared to $1.85 billion for the year ended December 31, 2024. The net sales change was primarily attributable to lower sales volume in the agricultural and earthmoving/construction segments, particularly in North America and Europe, reflecting softer end‑market demand. This decrease was partially offset by favorable pricing driven by higher input costs and an improved product mix, as well as higher volume resulting from the inclusion of two additional months of sales from the Titan Specialty business, acquired in February 2024.
Net sales for the year ended December 31, 2024 were $1.85 billion, compared to $1.82 billion for the year ended December 31, 2023. Net sales growth was primarily driven by increased volumes in the consumer segment, bolstered by the net sales from the Carlstar acquisition, which was $418.9 million. This growth was partially offset by declines in the agricultural and earthmoving/construction segments, attributable to weakened global end customer demand. Additionally, negative price effects primarily from lower steel prices and a 3.3% unfavorable currency translation impact, mainly due to the depreciation of the Argentine peso, Brazilian real and Turkish lira, also contributed to the offset.
Cost of sales was $1.59$1.57 billion for the year ended December 31, 2024,2025, compared to $1.52$1.59 billion for 2023.2024. The increasefactors that drove the change in cost of sales was drivenconsistent bywith the impactfactors offor the Carlstarchange acquisition.in net sales. Gross profit for 20242025 was $253.5 million, or 13.9% of net sales, compared to $257.8 million, or 14.0% of net sales, compared to $305.8 million, or 16.8% of net sales, for 2023.2024. The changechanges in gross profit and gross margin were primarily due to reducedlower fixed cost leverage acrossresulting manyfrom ofreduced thevolumes, Company'sas globalwell production facilities due to significantly lower volume,as inflationary costspressures impacts,on negativeraw price/mixmaterials and inventoryother revaluationinput step-up of $11.5 million related to the Carlstar purchase price allocation. Excluding the inventory revaluation step-up, the gross margin for the year ended December 31, 2024 would have been 14.6% of net sales.costs.
Selling, general and administrative (SG&A) expenses for the year ended December 31, 2024,2025, were $203.3 million, or 11.2% of net sales, up 6.0%, compared to $191.8 million, or 10.5% of net sales, up 42.1%, compared to $134.9 million, or 7.4% of net sales, for 2023.2024. The increase in SG&A was dueprimarily attributable to the continuinginclusion of two additional months of SG&A incurred on the Carlstar operations, which includes the management of distribution centers and heightened depreciation and amortization expenses associated with the acquisition.Titan WithoutSpecialty business, which was acquired in February 2024. These additional costs included expenses associated with managing distribution centers and higher depreciation and amortization arising from the impact of the acquisition of Carlstar, SG&A would have decreased by approximately 1% or $1.3 million, as the Company controlled expenses in light of more challenging market conditions.acquisition.
Acquisition-related expenses for the year ended December 31, 2025 and 2024 werewas $0.0 million and $6.2 million, respectively, reflecting one-time transaction costs for Carlstar.Titan Specialty.
The Company has trademark license agreements with Goodyear to manufacture and sell certain farmfarm, ATV and truck tires under the Goodyear name.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 Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. Royalty expenses for the year ended December 31, 20242025 were $10.1$11.1 million compared to $9.6$10.1 million for 2023.2024.
Income from operations for the year ended December 31, 20242025 was $20.8 million, or 1.1% of net sales, compared to income of $33.2 million, or 1.8% of net sales, compared to income of $148.7 million, or 8.2% of net sales, for 2023.2024. The change in income was primarily due to lower netgross salesprofit and the cumulative impact of the previouslyitems discussed items.above.
Interest expense for 20242025 and 20232024 was $36.4$38.7 million and $29.2$36.4 million, respectively. The increase in interest expense was primarilylargely attributable to higher borrowingdebt levels associated with aborrowings newunder our credit facility, which wasfacility used forto fund the CarlstarTitan Specialty acquisition in February 2024 and the repurchase of $57.6 million of Titan's common stock from entities affiliated with MHR RepurchaseFund Management LLC in October 2024.2024 (the "MHR Repurchase").
Interest income was $11.0$10.7 million and $10.4$11.0 million for the year ended December 31, 20242025 and 2023,2024, respectively. The increase in interestInterest income wasremained mainlyconsistent drivenwith bythe short-termprior financial investments in Brazil.year.
Foreign currencyexchange loss was $5.0 million for the year ended December 31, 2025, compared to a loss of $6.1 million for the year ended December 31, 2024, compared to a loss of $22.8 million for the year ended December 31, 2023.2024. The change in foreign exchange loss was primarily attributable to reducedthe fluctuations in exchange rates in certain geographies in which we conduct business, particularly in Argentina, Turkey (refer to Note 1 to the consolidated financial statements), and Brazil.business.
Other income was $1.0 million for the year ended December 31, 2025, compared to other income of $6.6 million for 2024, an decrease of $5.6 million. This change was primarily attributable to a $2.9 million loss in 2025 related to the write-off of assets 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 premium’s previously paid. The year‑over‑year change was also due to a $1.9 million gain recognized in 2024 from a property insurance settlement related to repairs at a facility in Italy.
Other income was $6.6 million for the year ended December 31, 2024, compared to other income of $2.6 million for 2023, an increase of $4.0 million. This growth was primarily attributable to a $1.9 million gain from a property insurance settlement related to repairs at one of our operating facilities in Italy, a $0.5 million gain from a property insurance settlement concerning equipment at our North American wheel production facility, and an increase of $1.5 million in pension plan income as a result of favorable market performance on pension plan assets.
The Company recorded income tax expense of $11.9$49.9 million and $26.0$11.9 million for the years ended December 31, 20242025 and 2023,2024, respectively. The Company's effective tax rate was 143.4%(441.6)% in 20242025 and 23.7%159.0% in 2023.2024. The change in the Company's effective tax rate is primarily due to the lossadditional incurredvaluation allowances established domestically and in 2024 and the impact from foreign income taxed at a higher rate as compared to the United States.Luxembourg.
The Company’s 20242025 and 20232024 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 valuation allowances domestically and in Luxembourg for 2025. For 2024 the difference was primarily from foreign income tax rate differential on the mix of earnings.earnings In 2024 the rate was unfavorably impacted byand certain non-deductible transaction costs related to the Company’s acquisition of The Carlstar Group, LLC.
The Organization for Economic Co-operation and Development (the “OECD”) has issued various proposals that would change long-standing global tax principles. These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, which became effective January 2024. The company is assessing the impact of this proposal as countries are actively considering changes to their tax laws to adopt certain parts of the OECD's proposal. As of now, the company is monitoring the effects of Pillar II and the impact is not material to the Company’s results of operations or financial condition.
Net (Loss) Income and (Loss) Earnings per Share
Net loss for the year ended December 31, 2024,2025, was $3.6$61.2 million, compared to net incomeloss of $83.7$3.6 million for 2023.2024. Basic loss per share was $0.08$1.00 for the year ended December 31, 2024,2025, compared to basic earningsloss per share of $1.26$0.08 for 2023.2024. Diluted loss per share was $0.08$1.00 for the year ended December 31, 2024,2025, compared to diluted earningsloss per share of $1.25$0.08 for 2023.2024. ChangesThe changes in the Company’s net incomeloss and incomeloss per share were primarily influenceddriven by the factors previouslydiscussed discussed.above.
Net sales in the agricultural segment were $788.6$740.9 million for the year ended December 31, 2024,2025, compared to $980.5$788.6 million for 2023.2024. The change in net sales change was primarily drivendue byto alower significantsales decline in global demand for agricultural equipment, particularlyvolumes in North America and EuropeEurope, whichdriven stemmedby fromreduced demand for agricultural equipment. This was influenced by lower farmfarmer income, higher financing costs, and actionsinventory takenreduction initiatives by OEM customers to reduce elevated inventory at their retail channels, among other economic impacts.customers. Additionally, an adverse foreign currency translation effectnegatively onimpacted net sales ofby 5.1%,approximately 1.0%, primarily due to the depreciation of the ArgentineBrazilian peso,real and Turkish lira,lira compared to the U.S. dollar. These impacts were partially offset by favorable pricing associated with pass through of increased input costs and Brazilianproduct real, further impacted net sales.mix.
Gross profit in the agricultural segment was $92.7 million, or 12.5% of net sales, for 2025, compared to $104.0 million, or 13.2% of net sales, for 2024, compared to $163.0 million, or 16.6% of net sales, for 2023.2024. The change in gross profit was primarily attributable to significantly lower sales volume across all major geographies,and reduced fixed cost leverage, negative price/mix effects, and an inventory revaluation step-up related to the Carlstar purchase price allocation.leverage.
Income from operations in the agricultural segment was $39.8$27.5 million for the year ended December 31, 2024,2025, compared to $100.6$39.8 million for 2023.2024. The overall change in income from operations was primarily a result of decreasedlower gross profit stemming from reduced net sales.sales volume.
The Company's earthmoving/construction segment net sales were $581.7 million for the year ended December 31, 2025, compared to $583.4 million for the year ended December 31, 2024, compared to $687.8 million for the year ended December 31, 2023.2024. The change in net sales was primarily attributable to reduced sales volume due to much softer demand in North America and Europe.with Additionally,respect adverseto price/mixour effectsundercarriage frombusiness. steelThe costdecrease reductionswas inpartially theoffset market andby a 1.0%1.2% unfavorable impact on sales fromfavorable foreign currency translation contributedimpact, driven mainly by the strengthening of the euro compared to the overallU.S. change.dollar, as well as positive price and product mix.
Gross profit in the earthmoving/construction segment was $60.6 million, or 10.4% of net sales, for the year ended December 31, 2025, compared to $62.8 million, or 10.8% of net sales, for the year ended December 31, 2024, compared to $110.7 million, or 16.1% of net sales, for the year ended December 31, 2023.2024. Gross profit and margin changes were mainly due to inflationary pressures on raw materials and other input costs and lower sales volume,volume negativeresulting price/mixin effects, and the effect onreduced fixed cost leverage.
The Company's earthmoving/construction segment income from operations was $7.0$3.1 million for the year ended December 31, 2024,2025, as compared to income of $55.1$7.0 million for 2023.2024. The change was attributable to lower gross profit as well as higher SG&A expenses in our undercarriage business and in the Latin America region, primarily due to decreasedgeneral salesinflationary volumecost andimpacts, theincluding effecthigher onpersonnel-related gross profit.costs.
Consumer segment's net sales were $505.8 million for the year ended December 31, 2025, compared to $474.0 million for 2024. The increase was primarily driven by the inclusion of two additional months of sales from the Titan Specialty acquisition, as well as favorable pricing and product mix influenced by higher input costs and the impact of tariffs in the Titan Specialty business. The increase was partially offset by lower volume in the Americas region outside of the Titan Specialty businesses during 2025 due to continued market softness.
Consumer segment's net sales were $474.0 million for the year ended December 31, 2024, compared to $153.5 million for 2023. This growth was primarily driven by increased sales volumes following the Carlstar acquisition, which contributed $346.2 million for the year ended December 31, 2024. This was partially offset by reduced sales in the Americas due to challenging market conditions, particularly with OEM's from the more challenging economic conditions, along with a 2.7% negative impact on sales from foreign currency translation, primarily related to the weakening Brazilian real.
Gross profit from the consumer segment was $91.0$100.2 million for 2024,2025, or 19.8% of net sales, compared to $91.0 million, or 19.2% of net sales, compared to $32.1 million, or 20.9% of net sales, for 2023.2024. The increase in gross profit was influencedprimarily driven by the Carlstaradditional acquisition,two months of results from the Titan Specialty acquisition. Margin expansion was attributable to Titan Specialty’s strong aftermarket business, which wascarries partiallyhigher offset by the impact of reduced sales in other businesses. The change in profit margin was primarily due to a $9.4 million inventory revaluation step-up associated with the acquisition. Excluding the inventory revaluation step-up, the adjusted gross margin for the year ended December 31, 2024 would have been 21.2% of net sales.margins.
Consumer segment's income from operations was $20.5$19.1 million for the year ended December 31, 2024,2025, compared to $22.4$20.5 million for 2023.2024. The changedecrease was primarily due to thehigher increase in selling, general, and administrative (SG&A) expenses, reflecting the inclusion of two additional months of operating costs associated with the CarlstarTitan acquisitionSpecialty of $48.1 million associated with the consumer segment,business, which primarilywas relateacquired toin warehousingFebruary and distribution costs.2024.
Income from operations on a segment basis does not include corporate expenses of approximately $34.1$28.9 million and $29.4$34.1 million for the year ended December 31, 20242025 and 2023,2024, respectively. Unallocated expenses are primarily comprised of corporate selling, general and administrative expenses. The increaseyear-over-year in corporate and unallocated expenses for the the year ended December 31, 2024 as compared to the prior yeardecline was primarilymainly due to transaction costs of $6.2 million relatedin totransaction-related the Carlstar acquisitioncosts incurred in the first quarter of 2024.2024 in connection with the Titan Specialty acquisition, which did not recur in 2025.
The comparison of the 20232024 results to 20222023 has been omitted from this Form 10-K and can be found in the Company's Form 10-K for the fiscal year ended December 31, 20232024 filed with the SEC on February 29,27, 20242025 under "Item 77. thereof.Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
As of December 31, 2024,2025, the Company hadreported $196.0$202.9 million of cash and cash equivalents, aan decreaseincrease of $24.3$6.9 million from December 31, 2023,2024, due to the following items:
In 2025, cash flows provided by operating activities was $30.0 million. This result was primarily attributable to our net loss described above, offset by non-cash items, including depreciation and amortization expenses of $67.1 million and a deferred income tax provision of $31.0 million. These items were partially offset by an increase in working capital. The rise in accounts receivable was largely attributable to higher sales, as fourth quarter 2025 sales increased by $26.9 million compared to the fourth quarter of 2024. In line with higher sales activity in the fourth quarter of 2025, accounts payable also increased at year end 2025 relative to year end 2024. Inventory levels rose as well, reflecting proactive inventory management to support expect higher customer demand in the first quarter of 2026.
In 2024, cash flows provided by operating activities was $141.5 million, primarily driven by a reduction in working capital, and non-cash adjustments for depreciation and amortization expenses totaling $60.7 million.
When comparing the year ended December 31, 2024,2025, to 2023,2024, operating cash flows decreased by $37.9$111.5 million, primarily due to lowersignificant netone-time income,cash thoughinflows thisin was2024 related to enhanced working capital management and working capital acquired from the Titan Specialty acquisition, which did not repeat in 2025. Key drivers of the cash flow changes from working capital included a $77.8 million decrease in cash inflows from the change in accounts receivable and a $58.6 million decrease in cash inflows from the change in inventory, partially offset by effective working capital management. The positive impact of working capital management included a $31.0$40.5 million improvement from accounts receivable via effective collections efforts, and a $19.8 million reductiondecrease in inventory.cash These improvements helped offset the impact of additional working capital providedoutflows from the Carlstar acquisition that also contributed to a $33.6 million increasechange in accounts payable.
The cash conversion cycle decreased by 1 day in 2025. This improvement was primarily driven by higher accounts payable balances at year-end 2025, which contributed to increased days payable outstanding and a shorter overall cash conversion cycle duration.
The cash conversion cycle increased by 14 days in 2024. The increase was largely attributable to the Carlstar acquisition, which led to additional inventory at the end of December 31, 2024, as a result of its mix toward aftermarket customers through the use of controlled distribution centers to have products on demand. Inventory management is critical for the business in preparation for the future periods to supply customers efficiently, which was the primary driver of increased days inventory outstanding at the end of December 31, 2024.
Net cash used for investing activities was $59.6 million in 2025, compared to $201.6 million in 2024. The year-over-year change was primarily due to the acquisition of Titan Specialty in February 2024, which included $143.6 million of cash consideration and did not recur in 2025.
Capital expenditures totaled $54.6 million in 2025, compared to $65.6 million in 2024. These expenditures supported the replacement and enhancement of plant and equipment, including the acquisition of new tools, dies, and molds for new product development initiatives. The reduction in capital expenditures in 2025 reflected Titan's efforts to optimize cash management in response to lower product demand in the marketplace. In addition, the Company invested $5.7 million in nonconsolidated affiliates during 2025, including a $4.0 million cash investment to acquire a 20% ownership interest in Rodaros Industria de Rodas Ltda, our Brazilian affiliate.
Net cash used for investing activities was $201.6 million in 2024, compared to $56.9 million in 2023. This rise was primarily attributable to the acquisition of Carlstar for a cash consideration of $143.6 million, which included an additional payment of $19.8 million for excess working capital to the sellers, which has now been recovered through active working capital management. The Company also invested $65.6 million in capital expenditures in 2024, up from $60.8 million in 2023. These capital expenditures were directed toward the replacement and enhancement of plant equipment, as well as the procurement of new tools, dies, and molds to support new product development initiatives. The increased capital outlay in 2024 includes the impact of Carlstar capital expenditures which were $17.2 million for the year ended December 31, 2024, and also reflects Titan's strategic efforts to improve its existing facilities, enhance manufacturing capabilities, and drive operational efficiency and labor productivity gains. Additionally, a $3.5 million property insurance settlement related to the repair of one of our operating facilities in Italy associated with a 2023 hail storm weather event was recognized in the second quarter of 2024.
In 2025, net cash provided by financing activities was $17.4 million. This inflow was primarily driven by $117.0 million in borrowings to support increased working capital requirements, partially offset by $99.5 million in debt repayments.
In 2024, net cash providedused byfor financing activities was $64.6 million, primarily driven by borrowings totaling $213.2 million, which included $147.0 million borrowed to finance the Titan Specialty acquisition of Carlstar in February 2024,2024 and $45.0 million borrowed to fund the $57.6 million repurchase of the Company'sCompany’s common stock from the MHR Funds, a related party, in October 2024. ThisThese cashborrowings inflow waswere partially offset by debt repayments of $70.3 million andin debt repayments, open ‑market common stock repurchases of $16.4 million, along with the $57.6 million related toand the MHR Repurchase. In 2023, cash used for financing activities was $56.0 million, comprising debt paymentsRepurchase of $27.6$57.6 million and open market common stock repurchases of $32.6 million, partially offset by $6.7 million in borrowings.million.
Additionally, Titan issued common stock valued at $168.7 million in 2024 in connection with the CarlstarTitan Specialty acquisition. This non‑cash transaction was reflected in “Non cash financing activity” in our consolidated statements of cash flows.
The Company’sOur $225 million revolving credit facility (credit facility) and indenture relating to the 7.00% senior secured notes due 2028 contain various restrictions, including:
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 the Company’s ability to respond to market conditions, provide for unanticipated capital investments, raise additional debt or equity capital, pay dividends, repurchase stock or takecapitalize advantage ofon business opportunities, including those relating to future acquisitions. The Company was in compliance with these debt covenants at December 31, 2024.2025.
Cash payments for interest are currently forecasted to be between approximately $36 million toand $40 million in 2025,2026, based on the Company's year-end 20242025 debt balances and debt maturities. The forecasted interest payments are comprised primarily of the semi-annual interest payments totaling approximately $28 million (paid in April and October) for the 7.00% senior secured notes, and between $8 million and $12 million of payments on the credit facility,facilities, which are variable dependent upon on the prevailing SOFR raterates and outstanding debt levels within each month.
Cash and cash equivalents along with anticipated internal cash flows from operations and utilization of availability on global credit facilities, are expected to provide sufficient liquidity for working capital needs, debt maturities, and capital expenditures.expenditures for the foreseeable future. Potential divestitures and unencumbered assets are also could be a possible means to provide for future liquidity needs.
Our significant accounting policies are described in Note 1. Description of Business and Significant Accounting Policies1 to our consolidated financial statements. Preparation of financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of technical accounting rules and guidance, as well as the use of estimates. The Company’s application of such rules and guidance involves assumptions that require difficult subjective judgments regarding many factors, which, in and of themselves, could materially impact the financial statements and disclosures. A future change in the estimates, assumptions, or judgments applied in determining the following matters, among others, could have a material impact on future financial statements and disclosures.
Pension benefit obligations are based on various assumptions used by third-party actuaries in calculating these amounts. These assumptions include discount rates, expected return on plan assets, mortality rates, and other factors. Revisions in assumptions and actual results that differ from the assumptions can affect future expenses, cash funding requirements, and obligations. The Company has three frozen defined benefit pension plans in the United States and pension plans in several foreign countries. For more information concerning these obligations, see Note 20 to our consolidated financial statements for additional information.statements.
The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of the Company's various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent that borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary, the Company is exposed to currency risk and may enter into foreign exchange derivative contracts to mitigate the currency risk. The Company is exposed to fluctuations in the Brazilian real, British pound, European Union Euro, Chinese yuan, Russian ruble, Argentinian pesos, Turkish Lira and other global currencies. A hypothetical adverse change of 10% in foreign currency exchange rates would have reduced foreign currency-denominated net assets and stockholders' equity by approximately $22.0$13.0 million at December 31, 2024.2025.
The Company does not generally enter into long-term commodity pricing contracts to hedge its exposures to commodity market price fluctuations. Periodically,From time to time in the past, the Company has entered into derivative commodity instruments to hedge the exposure to fluctuations in steel prices in North America. The Company is exposed to price fluctuations of its key commodities, which consist primarily of steel, natural rubber, synthetic rubber, and carbon black. The Company attempts to pass on certain material price increases and decreases to its customers, depending on market conditions. Certain customers have mechanisms in long-term contracts which provide for periodic pricing adjustments based on relative commodity and other market indices, which protect the Company from cost volatility.
What changed in the latest 10-Q
Risk Factors
Except for the additional risk factor 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 Risks
Ongoing military conflicts, particularly the current military confits 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.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
“The agricultural market is affected by related commodity prices and farmer income, among other variables. The end customer demand in the agricultural markets in North America and Europe are currently experiencing a mix of customer demand levels as OEMs expect favorable demand in small agricultural products as compared to a continued slowdown in demand for large agricultural products. …”see in full comparison
“Loss from operations for the six months ended June 30, 2026 was $0.5 million, compared to income from operations of $22.0 million for the six months ended June 30, 2025. The decrease in operating results was primarily attributable to the $26.0 million of restructuring and impairment charges associated with the consolidation of the Company's North American production operations, as discussed above. Excluding these charges, operating results improved over the prior year period, driven by net tariff refund recoveries and continued cost reduction and productivity initiatives.”see in full comparison
see in full comparisonConsumerGross profit from the consumer segmentloss from operationswas$16.0$34.7 million for the three months endedMarchJune31,30, 2026, as compared toincome of $8.8$23.5 million for the three months endedMarchJune31,30, 2025. Thechangeincrease was primarilyattributabledriventoby$25.1higher sales volumes and the impact on fixed cost leverage, as well as $4.7 million ofrestructuringnetandtariffimpairmentrefundchargesrecoveries,recognizedwhichduringweretherecordedthreeasmonthsaended March 31, 2026, related to the closurereduction ofthecostCompany’sofmanufacturinggoodsfacility in Jackson, Tennessee.sold.
see in full comparisonLossIncome from operations for the three months endedMarchJune31,30, 2026 was$13.8$13.3 million, compared to income from operations of$11.8$10.2 million for the three months endedMarchJune31,30, 2025. Thechangeincrease in(loss)income fromOperationsoperations was primarilyduedriventoby therestructuringimprovement in gross profit discussed above, net tariff refund recoveries, andimpairmentthechargescontinueddiscussedbenefitsabove.of cost reduction and productivity initiatives across the Company's global manufacturing operations.
On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the closure of its manufacturing facility in Jackson, Tennessee in October 2026. As a result, we recordedsee in full comparison$25.1$0.8 million of restructuring expenses during the three months ended June 30, 2026 and $26.0 million of restructuring and impairment expenses during thethreesix months endedMarchJune31,30, 2026.TheseThe restructuring expense recognized during the three months period consisted primarily of severance costs associated with the elimination of certain positions. The charges recorded during the six months period consisted of $23.5 millionassociated withof impairmentofcharges related to the building ROU asset and certain manufacturing plant and equipment,andas$1.6well as $2.5 millionrelated toof severance costs associated with workforce reductions resulting from theeliminationconsolidationof certain positions.initiative.
“Consumer segment loss from operations was $3.0 million for the six months ended June 30, 2026, as compared to income of $12.0 million for the six months ended June 30, 2025. The change was primarily attributable to $26.0 million of restructuring and impairment charges recognized during the six months ended June 30, 2026, related to the closure of the Company’s manufacturing facility in Jackson, Tennessee.”see in full comparison
Full comparison: every changed paragraph (62)
•the Company’s consideration and pursuit of potential acquisition and divestiture opportunities and the expectations related to completed acquisitions.
•the Company’s intention to consider and pursue acquisition and divestiture opportunities and the expectations related to completed acquisitions, in particular the acquisition of The Carlstar Group, LLC (“Carlstar”, now also known as Titan Specialty), which could significantly impact the Company's financial results if actual results from the Titan Specialty acquisition differ from anticipated results.
•the effect of the market demand cycles on the Company's sales, which have in recent years and may continue to have significant fluctuations;
•the impact of any sales of the Company’s shares held by affiliates of American Industrial PartnersPartners, including pursuant to the Form S-3 registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) in December 2024;
The agricultural market continues to be influenced by commodity prices, farm income levels, interest rates, farmer sentiment, and evolving global trade conditions. End-customer demand across North America and Europe remains mixed, with relatively stronger demand for smaller agricultural equipment, while demand for larger agricultural equipment remains below historical levels. OEMs also continue to manage production schedules and dealer inventory levels in response to market conditions. Recent trade policy developments and tariff-related uncertainty have contributed to cautious purchasing decisions in certain regions. Despite this environment, Titan believes it remains well positioned relative to many competitors due to its manufacturing footprint and local production capabilities in the key markets it serves.
Over the longer term, the Company continues to believe several fundamental industry drivers support agricultural equipment demand, including anticipated population growth, increasing global food consumption, a continued shift toward higher-protein diets, and the eventual replacement cycle associated with an aging fleet of large agricultural equipment. In addition, farmers' ongoing need to improve productivity and efficiency through advanced technologies is expected to support equipment investment over time.
The agricultural market is affected by related commodity prices and farmer income, among other variables. The end customer demand in the agricultural markets in North America and Europe are currently experiencing a mix of customer demand levels as OEMs expect favorable demand in small agricultural products as compared to a continued slowdown in demand for large agricultural products. The mix in demand levels has been and continues to be further exacerbated by the dynamic and uncertain tariff policy environment, including the imposition of tariffs by the United States and other countries throughout the world, and responses thereto, including litigation, which has created uncertainty in the global markets including impact on farmer sentiment. Amid the evolving global tariff situation, Titan is in a uniquely advantaged position among its competitors, having manufacturing capabilities that are strategically located in the key markets we serve. In addition, some mid to long term global market trends anticipate population growth, a shift in consumer preference toward higher protein diets, and the pressures to replace an aging large equipment fleet in favor of newer and higher productivity technology. The Company expects that the underlying market trends mentioned above will provide future support for the mid to long-term demand for the Company's products. However, many variables, including weather, volatility in the price of commodities, geopolitical conflicts causing disruption to supply chain and market demand, increased input costs, the demand for used equipment, export markets, foreign currency exchange rates, interest rates, government policies including subsidies, and uncertainty surrounding the dynamic and uncertain tariff policy environment including tariffs imposed by the United States and reciprocated by other countries, can greatly affect the Company's performance in the agricultural market in a given period.
The earthmoving/construction segmentmarket is affectedinfluenced by manya variables,variety of factors, including commodity prices, uncertaintyinfrastructure surrounding the imposition of tariffs as mentioned above,spending, road construction,construction infrastructure,activity, housing starts, government appropriations, housing starts, geopolitical conflicts,developments, and otherbroader macroeconomiceconomic drivers.conditions. The construction market is primarily driven by country-specific GDP and the need for infrastructure developments.development Theactivity. earthmoving/constructionDemand marketshas areshown currentlysigns experiencing anof improvement in certain OEM demandchannels, duealthough tothe strongerpace and sustainability of that improvement remain dependent on mining capital budgetsspending and forecastedoverall GDPeconomic growthactivity in manythe ofmarkets served by Titan. Activity within the countries in which Titan's earthmoving/construction products are sold. The mining industrysector continuesremains tofavorable, experiencesupported growthby given the increasedcontinued demand for commodities and investment in natural resourcesresource industries.development. Mineral commodity prices are at relatively high levels, which should also supportremain thesupportive forecastedof mid-intermediate- toand long-term growth.growth prospects. However, aschanging notedeconomic above,conditions numerousand variablesother canmarket factors may affect demand for the Company's sales of earthmoving/construction products in any given period.
The consumer market consists of several distinct product lines withinacross differentmultiple regions.regions, These products includeincluding specialty tires and related products marketed under several leading brands, includingthe Carlstar, ITPITP, and Marastar brands withinfor powersports, outdoor power equipmentequipment, and high-speed trailers.trailer applications. The consumer marketsegment also includes light truck tires sold into Latin AmericaAmerica, andas well as other specialty products, including custom mixing of rubber stock,compounding and train brakes.brake Thecomponents. marketDemand foracross ourthe specialtyConsumer productssegment is expected to experienceremain modeststable growth forthrough the remainder of 2026, particularly in North America.America, Thealthough consumer segmentthe pace of growth canmay vary frombased period to period and is affected by many macroeconomic variables including but not limited to inflationary impacts,on consumer spending,spending trends, interest rates, inflation, government policies, geopolitical conflicts,developments, and uncertaintybroader surroundingeconomic tariffs,conditions. asTitan mentionedbelieves above. As previously stated, we believe that our ownership ofits manufacturing capabilities and partnerships with suppliers that are strategically locatedpositioned putssupplier usnetwork inprovide athe uniquely advantaged position to allow usflexibility to respond to someevolving ofmarket the challenges presented by the current tariff situation.conditions.
Net sales for the three months ended MarchJune 31,30, 2026 were $505.1$484.8 million, compared to $490.7$460.8 million in the comparable period of 2025. Net sales was primarily driven by higher sales volumes in the Titan Specialty business, reflecting improved demand compared to the prior year period. The increase was drivenalso contributed by favorable pricing, which reflected higher input costs, and an improved product mix. In addition, the increase benefited from favorable foreign currency translation, which contributed approximately 3.7%2.4% to net sales growth, largely due to the strengthening of the Brazilian real and euro against the U.S. dollar and favorable pricing related to higher input costs. These increases were partially offset by lower sales volumes resulting from reduced customer demand in the consumer and agricultural segments due to challenging market conditions.dollar.
Net sales for the six months ended June 30, 2026 were $989.8 million, compared to $951.5 million in the comparable period of 2025. The increase was supported by favorable pricing due to higher input costs, and an improved product mix, and was primarily driven by favorable foreign currency translation, which contributed approximately 3.1% to net sales growth, largely due to the strengthening of the Brazilian real and euro against the U.S. dollar.
Gross profit for the three months ended MarchJune 31,30, 2026 was $71.4$74.9 million, or 14.1%15.5% of net sales, compared to $68.6$69.3 million, or 14.0%15.0% of net sales, for the three months ended MarchJune 31,30, 2025. Gross profit for the six months ended June 30, 2026 was $146.4 million, or 14.8% of net sales, compared to $137.9 million, or 14.5% of net sales, for the six months ended June 30, 2025. The improvementincrease in gross profit and gross margin in each of the three and six months periods ended June 30, 2026 as compared to the applicable prior period was driven by cost reduction and productivity initiatives continuedcontinuing to be executed across our global production facilities.facilities and $6.0 million of net IEEPA tariff refund recoveries, which were recorded as a reduction of cost of goods sold.
Selling, general and administrative expenses (SG&A) for the three months ended MarchJune 31,30, 2026 were $52.4$52.7 million, or 10.4%10.9% of net sales, compared to $49.9$52.4 million, or 10.2%11.4% of net sales, for the three months ended MarchJune 31,30, 2025. The increase in SG&A expenses waswere primarily attributablecomparable to inflationarythe prior year period. As a percentage of net sales, SG&A expense decreased due to higher sales volumes and continued focus on cost impacts,management including higher personnel‑related costs.initiatives.
Selling, general and administrative expenses for the six months ended June 30, 2026 were $105.1 million, or 10.6% of net sales, compared to $102.2 million, or 10.7% of net sales, for the six months ended June 30, 2025. The increase in SG&A expenses was primarily attributable to inflationary cost impacts, including higher personnel-related costs. As a percentage of net sales, SG&A expense decreased compared to the prior year period, reflecting improved leverage on a higher sales base and continued cost discipline across the organization.
Research and development (R&D) expenses for the three months ended MarchJune 31,30, 2026 were $5.3$5.4 million, or 1.0%1.1% of net sales, compared to $4.5$4.3 million, or 0.9% of net sales, for the comparable period in 2025. Research and development expenses for the six months ended June 30, 2026 were $10.7 million, or 1.1% of net sales, compared to $8.9 million, or 0.9% of net sales, for the comparable period in 2025. The increase in R&D spendingexpenses reflectsin each of the three and six months periods ended June 30, 2026 as compared to the applicable prior period was primarily driven by ongoing initiatives to enhance product designs and a continued focus onsupport innovation and quality improvements.improvement efforts, as well as inflationary cost impacts, including higher personnel-related costs.
The Company has 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 in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2028. The Company also has 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. Royalty expenses for both the three months ended MarchJune 31,30, 2026 andwere March$2.7 31,million, 2025or were0.5% of net sales, compared to $2.4 million, or 0.5% of net sales.sales, for the three months ended June 30, 2025. Royalty expenses for the six months ended June 30, 2026 were $5.1 million, or 0.5% of net sales, compared to $4.9 million, or 0.5% of net sales, for the six months ended June 30, 2025.
On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the closure of its manufacturing facility in Jackson, Tennessee in October 2026. As a result, we recorded $25.1$0.8 million of restructuring expenses during the three months ended June 30, 2026 and $26.0 million of restructuring and impairment expenses during the threesix months ended MarchJune 31,30, 2026. TheseThe restructuring expense recognized during the three months period consisted primarily of severance costs associated with the elimination of certain positions. The charges recorded during the six months period consisted of $23.5 million associated withof impairment ofcharges related to the building ROU asset and certain manufacturing plant and equipment, andas $1.6well as $2.5 million related toof severance costs associated with workforce reductions resulting from the eliminationconsolidation of certain positions.initiative.
Income (Loss) Income from Operations
LossIncome from operations for the three months ended MarchJune 31,30, 2026 was $13.8$13.3 million, compared to income from operations of $11.8$10.2 million for the three months ended MarchJune 31,30, 2025. The changeincrease in (loss) income from Operationsoperations was primarily duedriven toby the restructuringimprovement in gross profit discussed above, net tariff refund recoveries, and impairmentthe chargescontinued discussedbenefits above.of cost reduction and productivity initiatives across the Company's global manufacturing operations.
Loss from operations for the six months ended June 30, 2026 was $0.5 million, compared to income from operations of $22.0 million for the six months ended June 30, 2025. The decrease in operating results was primarily attributable to the $26.0 million of restructuring and impairment charges associated with the consolidation of the Company's North American production operations, as discussed above. Excluding these charges, operating results improved over the prior year period, driven by net tariff refund recoveries and continued cost reduction and productivity initiatives.
Interest expense was $9.9$10.0 million and $9.5$9.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increaseinterest expense was primarilycomparable drivento bythe higherprior borrowingsyear under our credit facilities.period.
Interest expense was $19.9 million and $19.2 million for the six months ended June 30, 2026 and 2025, respectively, remaining generally consistent year over year.
Interest income was $2.2$2.5 million for both the three months ended MarchJune 31,30, 2026 and 2025. Interest income was $4.7 million for both the six months ended June 30, 2026 and 2025.
Foreign exchange gain was $0.9$0.1 million for the three months ended MarchJune 31,30, 2026, compared to a $1.4$3.0 million loss for the three months ended MarchJune 31,30, 2025. The change in foreign exchange gain (loss) was primarily attributabledriven by favorable translation of intercompany balances at certain foreign subsidiaries. These balances are denominated in local currencies rather than the Company’s reporting currency, the U.S. dollar, and are remeasured each reporting period based on current exchange rates, as they are expected to thebe fluctuationssettled in exchangethe rates in certain geographies in which we conduct business.future.
Foreign exchange gain was $1.0 million for the six months ended June 30, 2026, compared to a $4.4 million loss for the six months ended June 30, 2025. The year-over-year change was primarily driven by the same foreign currency remeasurement impacts on intercompany balances discussed above.
Other income was $0.9$0.5 million for the three months ended MarchJune 31,30, 2026, as compared to other income of $1.1 million in the comparable period of 2025,2025. remainingThis generallychange consistentwas formainly due to a $0.6 million loss on asset disposals recorded during the quarterlysecond periodsquarter yearof over year.2026.
Other income was $1.5 million for the six months ended June 30, 2026, as compared to other income of $2.3 million in the comparable period of 2025. This change was primarily attributable to the loss on asset disposals recorded during the second quarter of 2026.
The Company recorded income tax (benefit) expense of $0.0 million and $4.7 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded income tax expense of $4.6 million and $4.2$8.9 million for the three months ended March 31, 2026 and 2025,million, respectively. The Company's effective income tax rate was (23.60.1)% and 99.5%431.6% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and (34.9)% and 167.1% for the six months ended June 30, 2026 and 2025, respectively. For the threesix months ended MarchJune 31,30, 2026 and 2025, the income tax expense differed each period due to thean jurisdictionaloverall mix of earnings. The changedecrease in the Company's effective income tax rate for each period is due to the fluctuation in theforeign pre-tax income asslightly discussedoffset previously.by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026.
Net Income (Loss) Income and Earnings (Loss) per Share
Net lossincome for the three months ended MarchJune 31,30, 2026 was $24.3$6.3 million, compared to net incomeloss of $0.0$3.6 million for the same period in 2025. Basic and diluted lossearnings per share was $0.380.09 for the three months ended MarchJune 31,30, 2026, compared to basic and diluted loss per share of $0.01$0.07 in the prior year period. The changeimprovement in net (loss) income and lossearnings per share was primarily driven by the factors discussed above.
Net loss for the six months ended June 30, 2026 was $17.9 million, compared to net loss of $3.6 million for the same period in 2025. Basic and diluted loss per share was $0.29 for the six months ended June 30, 2026, compared to basic and diluted loss per share of $0.08 in the prior year period. The change in net loss and loss per share was primarily attributable to the factors discussed above.
Net sales in the agricultural segment were $198.3$183.6 million for the three months ended MarchJune 31,30, 2026, as compared to $197.7$193.2 million for the comparable period in 2025. ForeignThe currency translation had a favorable impact on sales of approximately 3.1%, whichchange was partiallyprimarily offsetdue byto lower sales volumes in the Americas, driven by lower farm income, higher financing costs, and continued inventory reduction initiatives by OEM customers. These factors were partially offset by favorable foreign currency translation, which increased sales by approximately 2.5%.
Gross profit in the agricultural segment was $24.0$20.9 million for the three months ended MarchJune 31,30, 2026, as compared to $24.5$28.3 million in the comparable period in 2025. The change in gross profit was primarily dueattributable to lower sales volumes and the resulting reducedreduction in fixed cost leverage.leverage, as well as higher material costs, primarily driven by increased steel prices.
Income from operations in the Company's agricultural segment was $7.5$3.2 million for the three months ended MarchJune 31,30, 2026, as compared to income of $9.4$11.5 million for the three months ended MarchJune 31,30, 2025. The overall change in income from operations was primarily a result of higher SG&A expenses driven by general inflationary cost impacts, including higher personnel-related costs, as well as lower gross profit.profit discussed above.
Net sales in the agricultural segment were $382.0 million for the six months ended June 30, 2026, as compared to $391.0 million for the comparable period in 2025. The change was primarily due to lower sales volumes in the Americas, driven by the same macroeconomic and industry conditions noted above. Favorable foreign currency translation, primarily resulting from the strengthening of the Brazilian real against the U.S. dollar, partially offset the decline and increased sales by approximately 2.8%.
Gross profit in the agricultural segment was $44.9 million for the six months ended June 30, 2026, as compared to $52.8 million in the comparable period in 2025. The change in gross profit was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, as well as inflationary cost pressures, including increases in employee benefit related costs.
Income from operations in the Company's agricultural segment was $10.7 million for the six months ended June 30, 2026, as compared to income of $20.9 million for the six months ended June 30, 2025. The change in income from operations was primarily a result of lower gross profit mentioned previously.
The Company's earthmoving/construction segment net sales were $159.5$154.5 million for the three months ended MarchJune 31,30, 2026, as compared to $143.3$152.3 million in the comparable period in 2025. The increase was driven by higherfavorable foreign currency translation, which increased net sales by approximately 3.2%. This benefit was partially offset by lower sales volumes in theNorth AmericasAmerica, andwhich primarily reflected the Europetiming Wheel business, reflecting increasedof demand fromamong certain construction OEM customers. Foreign currency translation also had a favorable impact on net sales of approximately 6.1%.
Gross profit in the earthmoving/construction segment was $18.1$19.3 million for the three months ended MarchJune 31,30, 2026, as compared to $14.9$17.5 million for the three months ended MarchJune 31,30, 2025. The increase in gross profit was mainly driven by higher$0.9 salesmillion volumesof net tariff refund recoveries, as well as cost reduction and improvedproductivity fixedinitiatives costimplemented leverage.across the Company's production facilities.
The Company's earthmoving/construction segment income from operations was $2.4$4.4 million for the three months ended MarchJune 31,30, 2026, as compared to $1.7$3.0 million for the three months ended MarchJune 31,30, 2025. The increase in operating income was primarily drivenattributable byto higher gross profit.profit mentioned previously.
The Company's earthmoving/construction segment net sales were $314.0 million for the six months ended June 30, 2026, as compared to $295.6 million in the comparable period in 2025. The increase was supported by demand in the Europe Wheel and Americas businesses, reflecting stronger demand from customers in those markets, and was primarily driven by favorable foreign currency translation, which increased net sales by approximately 4.6%.
Gross profit in the earthmoving/construction segment was $37.4 million for the six months ended June 30, 2026, as compared to $32.4 million for the six months ended June 30, 2025. The increase was primarily attributable to improved fixed cost absorption, as well as cost reduction and productivity initiatives implemented across the Company's production facilities.
The Company's earthmoving/construction segment income from operations was $6.7 million for the six months ended June 30, 2026, as compared to $4.7 million for the six months ended June 30, 2025. The increase was primarily driven by the higher gross profit discussed above.
Consumer segment net sales were $147.2$146.6 million for the three months ended MarchJune 31,30, 2026, as compared to $149.7$115.3 million for the three months ended MarchJune 31,30, 2025. The changeincrease was primarily attributabledriven by higher sales volumes in the Titan Specialty business, reflecting improved customer demand compared to lowerthe salesprior-year volumes,period, reflectingwhich volatilewas marketimpacted conditionsby a temporary slowdown related to tariffstariff anduncertainty. higherThe interestincrease rates.also Thesebenefited declines were partially offset byfrom favorable pricing for the Company's products,pricing, reflecting higher input costs,costs and a positive foreign currency translation impact of approximately 2.3%, primarily due to the strengthening of the euro and Canadian dollar relative to the U.S. dollar.1.2%.
Gross profit from the consumer segment was $29.3 million for both the three months ended March 31, 2026, and March 31, 2025. Despite lower sales volumes, gross profit was comparable to the prior year due to cost reduction and productivity initiatives that continued to be implemented across the Company’s global manufacturing operations.
ConsumerGross profit from the consumer segment loss from operations was $16.0$34.7 million for the three months ended MarchJune 31,30, 2026, as compared to income of $8.8$23.5 million for the three months ended MarchJune 31,30, 2025. The changeincrease was primarily attributabledriven toby $25.1higher sales volumes and the impact on fixed cost leverage, as well as $4.7 million of restructuringnet andtariff impairmentrefund chargesrecoveries, recognizedwhich duringwere therecorded threeas monthsa ended March 31, 2026, related to the closurereduction of thecost Company’sof manufacturinggoods facility in Jackson, Tennessee.sold.
Consumer segment income from operations was $13.0 million for the three months ended June 30, 2026, as compared to income of $3.2 million for the three months ended June 30, 2025. The increase was primarily driven by the higher gross profit.
Consumer segment net sales were $293.8 million for the six months ended June 30, 2026, as compared to $264.9 million for the six months ended June 30, 2025. The increase was primarily driven by higher sales volumes, reflecting improved demand compared to the prior year period, discussed above. The increase also benefited from favorable pricing, reflecting higher input costs, and a positive foreign currency translation impact of approximately 1.8%.
Gross profit from the consumer segment was $64.1 million for the six months ended June 30, 2026, as compared to $52.8 million for the six months ended June 30, 2025. The gross profit increase was driven by increased sales volumes resulting in improved fixed-cost leverage, and $4.7 million of net tariff refund recoveries recorded as a reduction of cost of goods sold.
Consumer segment loss from operations was $3.0 million for the six months ended June 30, 2026, as compared to income of $12.0 million for the six months ended June 30, 2025. The change was primarily attributable to $26.0 million of restructuring and impairment charges recognized during the six months ended June 30, 2026, related to the closure of the Company’s manufacturing facility in Jackson, Tennessee.
Income from operations on a segment basis did not include unallocated corporate expenses of $7.7$7.2 million and $14.9 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to $8.1$7.5 million and $15.6 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. Unallocated expenses are primarily comprised of corporate selling, general and administrative expenses. The decrease for the three months ended MarchJune 31,30, 2026 was mainly driven by lower professional service fees and software expenses. The decrease for the reductionsix inmonths ended June 30, 2026 was primarily attributable to lower professional service fees.
As of MarchJune 31,30, 2026, the Company reported $171.3$179.8 million of cash, which decreased as compared to the December 31, 2025 balance of $202.9 million, due to the net effect of the following items:
During the threesix months ended MarchJune 31,30, 2026, cash flows used for operating activities were $46.5$7.4 million. This cash outflow was primarily driven by an increase in working capital. The increase in accounts receivable was largely attributable to seasonality, as sales increased by $94.6$74.3 million during the firstsecond quarter of 2026 compared to the fourth quarter of 2025. In response to higher operating activity, accounts payable also increased during the firstsecond quarter of 2026 compared to year end 2025. Inventory levels decreased,increased reflecting effortsmodestly to proactivelysupport managecustomer demand, while inventory whilemanagement supportinginitiatives customercontributed demandto inlower days inventory outstanding compared with the subsequentprior quarter.year.
Cash used for operating activities increased by $7.9$16.9 million when comparing the threesix months ended MarchJune 31,30, 2026 to the comparable period in 2025, primarily due to working capital changes.
Cash conversion cycle increaseddecreased by 78 days when comparing MarchJune 31,30, 2026 to MarchJune 31,30, 2025. The changeimprovement was primarily driven by anhigher increaseaccounts inpayable balances and lower days inventory outstandingoutstanding, duereflecting tothe higherCompany's materialcontinued costsfocus on working capital management and level of inventory to mitigate certain supply chain constraintsoptimization during the threesix months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025.2026.
During the threesix months ended MarchJune 31,30, 2026, Titan reported a net cash outflow from investing activities of $13.1$25.0 million, as compared to the $14.8$24.8 million outflow recorded in the corresponding period of 2025. This change was primarily due to lower capital expenditures in 2026. The reduction in capital spending in 2026 reflected Titan's efforts to optimize cashflow management. These capitalCapital expenditures were aimedprimarily atrelated replacingto plant equipment upgrades, productivity initiatives, and enhancing plant equipment, as well as acquiring new tools, dies,dies and molds to supportsupporting new product development initiatives.development.
During the threesix months ended MarchJune 31,30, 2026, $26.2$6.8 million of cash was provided by financing activities. This inflow was primarily driven by $59.2$76.6 million in borrowings to support increased working capital requirements, partially offset by $32.9$69.7 million in debt repayments.
During the threesix months ended MarchJune 31,30, 2025, $18.6$16.9 million of cash was provided by financing activities. This cash inflow was due to $26.6$54.9 million in borrowings to meet increased working capital requirements, partially offset by $8.0$38.0 million in debt repayments.
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 the Company’s 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. The Company was in compliance with these debt covenants at MarchJune 31,30, 2026.
The Company does not anticipate significant liquidity constraints duringover the foreseeablenext future.12 months. At MarchJune 31,30, 2026, the Company reported $171.3$179.8 million of cash and cash equivalents. This amount included $145.3$161.8 million held in foreign countries.
TWI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 3,041,288 shares, about $27.2M). Net open-market shares: -3,041,288 (purchases minus sales); net value about -$27.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-23 | Cashin Richard M Jr |
Grant/award | 24,725 | — | — |
| 2026-06-23 | Taylor Maurice M Jr |
Grant/award | 24,725 | — | — |
| 2026-06-23 | Guinn Max A |
Grant/award | 24,725 | — | — |
| 2026-06-23 | Soave Anthony L |
Grant/award | 24,725 | — | — |
| 2026-06-23 | Thompson Laura K |
Grant/award | 12,362 | — | — |
| 2026-06-23 | Rachesky Mark H Md |
Grant/award | 24,725 | $7.28 | $180.0K |
| 2026-06-20 | Narancich Max |
Shares withheld for tax | 1,461 | $7.54 | $11.0K |
| 2026-03-04 | Aipcf V (Cayman), Ltd. |
Open-market sale | 3,041,288 | $8.95 | $27.2M |
Well-known investors holding TWI (13F)
None of the 59 investors we track reported a position in their latest 13F.