泰坦国际 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number1-12936TITAN INTERNATIONAL, INC.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerginggrowth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☑ The aggregate market value of the shares of common stock of the registrant held by non-affiliates as of June30, 2024, was approximately $360million based upon the last reported sale price of the common stock on the New York Stock Exchange on June30, 2024. Indicate the number of shares of Titan International, Inc. outstanding:63,197,710shares of common stock, $0.0001 par value, as of February18,2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of thisForm 10-K. TITAN INTERNATIONAL, INC.Table of Contents to Annual Report on Form 10-K Part I. Item 2.Properties20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20Item 4A.Information About Our Executive Officers21Part II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities22Item 6.[RESERVED]23Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 7A.Quantitative and Qualitative Disclosures about Market Risk34Item 8.Financial Statements and Supplementary Data35Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure35Item 9A.Controls and Procedures35Item 9B.Other Information36Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections36Part III.Item 10.Directors, Executive Officers and Corporate Governance37Item 11.Executive Compensation37Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters37Item 13.Certain Relationships and Related Transactions, and Director Independence37Item 14.37Part IV.Item 15.Exhibits and Financial Statement Schedules38Exhibit Index39Item 16.Form 10-K Summary40 Signatures Table of Contents NOTE ON FORWARD-LOOKING STATEMENTSThis Form 10-K contains forward-looking statements, which are covered by the "Safe Harbor for Forward-Looking Statements" provided by the Private Securities Litigation Reform Act of 1995. Readers can identify these statements by the fact that they do notrelate strictly to historical or current facts. Titan International, Inc. (together with its subsidiaries “Titan” or the “Company”) has triedto identify forward-looking statements in this report by using words such as “anticipates,” “estimates,”