TPI Composites Inc 2025年度报告

TPI Composites, 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 in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the 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 of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing 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 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit 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, or an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting 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 internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 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 in the filing reflect the correctionof an error to previously issued financial statements.☐ 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 Exchange Act). Yes☐No☒ The aggregate market value of the shares of common stock held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on June 30, 2025 as reportedby the NASDAQ Global Market on such date was approximately $23.5 million. Shares of the Registrant’s common stock held by each named executive officer, director and holder of 5%or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons areaffiliates of the Registrant for any other purpose. As of January 31, 2026, the Registrant had 48,765,812 shares of common stock outstanding. * On August 12, 2025, TPI Composites, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”),notifying the Company, that in accordance with Nasdaq Listing Rule 5101, 5110(b) and IM-5101-1, the Staff had determined to delist the Company’s securities from Nasdaq. TheCompany did not request a hearing before the panel to appeal the Staff’s determination. Accordingly, trading of the Company’s common stock, par value $0.01 per share, was suspended atthe opening of business on August 19, 2025, and on September 12, 2025, a Form 25 was filed with the Securities and Exchange Commission, which removed the Company’s common stockfrom listing and registration on Nasdaq. The common stock began trading on the OTC Pink Market on August 19, 2025 under the symbol “TPICQ.” Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6.[Reserved]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A.Quantitative and Qualitative Disclosures About Market Risk56Item 8.Financial Statements and Supplementary Data56Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure56Item 9A.Controls and Procedures56Item 9B.Other Information57Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections57 PART III Item 10.Directors, Executive Officers and Corporate Governance58Item 11.Executive Compensation67Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13.Certain Relationships and Related Transactions, and Director Independence86Item