泰坦国际 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-12936TITAN 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 filerSmaller 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).☐ The aggregate market value of the shares of common stock of the registrant held by non-affiliates as of June30, 2025, was approximately $501million based upon the last reported sale price of the common stock on the New York Stock Exchange on June30, 2025 ($10.27 per share). Indicate the number of shares of Titan International, Inc. outstanding: 64,024,055 shares of common stock, $0.0001 par value, as of February18,2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and ExchangeCommission are incorporated by reference into Part III of this Form 10-K. TITAN INTERNATIONAL, INC.Table of Contents to Annual Report on Form 10-K Part I. Item 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresItem 4A.Information About Our Executive OfficersPart II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.[RESERVED]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures about Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPart III.Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Part IV.Item 15.Exhibits and Financial Statement SchedulesExhibit IndexItem 16.Form 10-K SummarySignatures 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,” “expec