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Item 2 — Management's Discussion and Analysis
Titan International, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Management's discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of the financial statements included in this quarterly report with a narrative from the perspective of the management of Titan International, Inc. (Titan, the Company or we) on our financial condition, results of operations, liquidity, and other factors that may affect our future results. The MD&A in this quarterly report should be read in conjunction with the condensed consolidated financial statements and other financial information included elsewhere in this quarterly report and the MD&A and audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the 2025 Form 10-K).
FORWARD-LOOKING STATEMENTS
This Form 10-Q 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 not relate strictly to historical or current facts. Titan has tried to identify forward-looking statements in this report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” These forward-looking statements include, among other items, statements relating to the following:
•the Company's future financial performance;
•anticipated trends in the Company’s business;
•expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, earthmoving/construction equipment, and consumer products);
•future expenditures for capital projects and future stock repurchases;
•the Company’s ability to continue to control costs and maintain quality;
•possible changes in domestic and international laws and policies, including the imposition of and changes in tariffs by various governments, including the United States on imported goods as part of the currently dynamic and uncertain tariff policy environment;
•the Company's ability to meet conditions of loan agreements, indentures and other financing documents;
•the Company’s business strategies, including its intention to introduce new products;
•expectations concerning the performance and success of the Company’s existing and new products; and
•the Company’s consideration and pursuit of potential acquisition and divestiture opportunities and the expectations related to completed acquisitions.
Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company’s current expectations and assumptions about future events and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict, including those described in “Item 1A – Risk Factors” in Part I of the 2025 Form 10-K and “Item 1A – Risk Factors” in Part II of this quarterly report on Form 10-Q, certain of which are beyond the Company’s control.
Actual results could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various factors, including:
•changes in the Company’s end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise;
•uncertainties from political or electoral changes in the United States, Europe and elsewhere, including the current and possible future tariffs being imposed by various countries on imported goods and the currently dynamic and uncertain tariff policy environment;
•the effect of the market demand cycles on the Company's sales, which have in recent years and may continue to have significant fluctuations;
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•the effect of a recession or depression on the Company and its customers and suppliers;
•changes in the marketplace, including new products and pricing changes by the Company’s competitors;
•the effect of the geopolitical instability resulting from the military conflict between Russia and Ukraine on our Russian and global operations on increased costs and ancillary impacts on our global operations;
•the effect of ongoing geopolitical tensions in the Middle East, including the military conflict involving Iran on global markets;
•changes in the interest rate environment and their effects on the Company's outstanding indebtedness;
•the Company's ability to maintain satisfactory labor relations;
•the Company's ability to operate in accordance with its business plan and strategies;
•unfavorable outcomes of legal proceedings;
•the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities;
•availability and price of raw materials;
•availability and price of supply chain logistics and freight;
•levels of operating efficiencies;
•the effects of the Company's indebtedness and its compliance with the terms of its various indentures and credit agreements;
•unfavorable product liability and warranty claims;
•geopolitical and economic uncertainties relating to the countries in which the Company operates or does business;
•risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses;
•results of investments, and the realization of projected synergies;
•the effects of potential processes to explore various strategic transactions, including potential dispositions;
•fluctuations in currency translations;
•climate change and related laws and regulations;
•risks associated with environmental laws and regulations and increased attention to ESG matters;
•the impact of any sales of the Company’s shares held by affiliates of American Industrial Partners, 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;
•risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; and
•risks related to financial reporting, internal controls, tax accounting, and information systems, including cybersecurity threats.
Any changes in these factors could lead to significantly different results. Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results as indicated in forward-looking statements. Forward-looking statements speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, there can be no assurance that the forward-looking information and assumptions contained in this document will in fact transpire. The reader should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by the Company, or on its behalf. All forward-looking statements attributable to Titan are expressly qualified by these cautionary statements.
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Management's Discussion and Analysis of
Financial Condition and Results of Operations
OVERVIEW
Titan is a global wheel, tire, and undercarriage industrial manufacturer and supplier that services customers across the globe. As a leading manufacturer in the off-highway industry, Titan produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. Titan manufactures and sells certain tires under the Goodyear Farm Tire, Titan Tire, Carlstar and Voltyre-Prom Tire brands and has research and development facilities to validate tire and wheel designs. Carlstar sells tire products under the Carlisle® brand under a long-term license agreement that expires in 2033 and also sells tires under other recognized brand names, including ITP®, Trail Wolf®, Links®, USA Trail® and Carlisle Radial Trail HD™ highway trailer tires.
Agricultural Segment: Titan’s agricultural wheels, tires, and components are manufactured for use on various agricultural equipment, including tractors, combines, skidders, plows, planters, and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers, and Titan’s distribution centers. The wheels range in diameter from nine inches to 54 inches, with the 54-inch diameter being the largest agricultural wheel manufactured in North America. Basic configurations are combined with distinct variations (such as different centers and a wide range of material thickness) allowing the Company to offer a broad line of products to meet customer specifications. Titan’s agricultural tires range from approximately one foot to approximately seven feet in outside diameter and from five inches to 55 inches in width. Agricultural tires are offered under the Goodyear Farm Tire, Titan Tire, Carlstar, ACES and Voltyre-Prom brands with a full portfolio of sizes, load carrying capabilities, and tread patterns necessary for the markets served. The Company offers the added value of delivering a complete wheel and tire assembly to OEM and aftermarket customers.
Earthmoving/Construction Segment: The Company manufactures wheels, tires, and undercarriage systems and components for various types of OTR earthmoving, mining, military, construction, and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, crawler tractors, lattice cranes, shovels, and hydraulic excavators. The Company provides OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 15 to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured for the global earthmoving/construction market. Titan’s earthmoving/construction tires are offered in the Titan brand and range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. Earthmoving/construction tires offered by Titan serve virtually every off-road application in the industry with some of the highest load requirements in the most severe applications. The Company also offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.
Consumer Segment: In February 2024, Titan acquired Carlstar (now also known as Titan Specialty), which is a global manufacturer and distributor of wheels and tires for a variety of end-market verticals including outdoor power equipment, power sports, and high speed trailers. Titan Specialty is primarily concentrated in the consumer segment, but also manufactures and sells small to midsize agricultural tires. Products are offered in Carlstar, ITP, Black Rock, Goodyear and Unique brands with portfolios commensurate to supporting these markets. The Company also offers the added value of wheel and tire assembly for many of these products to select OEM customers.
Titan manufactures bias truck tires in Latin America and light truck tires in Russia. This segment also includes sales that do not readily fall into the Company's other segments, such as custom rubber stock mixing sales to a variety of OEMs in adjacent industries.
The Company’s top customers, including global leaders in agricultural and construction equipment manufacturing, have been purchasing products from Titan or its predecessors for numerous years. Customers including AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo have helped sustain Titan’s market leading position in wheel, tire, assembly, and undercarriage products.
MARKET CONDITIONS AND OUTLOOK
Agricultural Market Outlook
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
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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.
Earthmoving/Construction Market Outlook
The earthmoving/construction market is influenced by a variety of factors, including commodity prices, infrastructure spending, road construction activity, housing starts, government appropriations, geopolitical developments, and broader economic conditions. The construction market is primarily driven by country-specific GDP and infrastructure development activity. Demand has shown signs of improvement in certain OEM channels, although the pace and sustainability of that improvement remain dependent on mining capital spending and overall economic activity in the markets served by Titan. Activity within the mining sector remains favorable, supported by continued demand for commodities and investment in natural resource development. Mineral commodity prices also remain supportive of intermediate- and long-term growth prospects. However, changing economic conditions and other market factors may affect demand for the Company's earthmoving/construction products in any given period.
Consumer Market Outlook
The consumer market consists of several product lines across multiple regions, including specialty tires and related products marketed under the Carlstar, ITP, and Marastar brands for powersports, outdoor power equipment, and high-speed trailer applications. The segment also includes light truck tires sold into Latin America, as well as other specialty products, including custom rubber compounding and train brake components. Demand across the Consumer segment is expected to remain stable through the remainder of 2026, particularly in North America, although the pace of growth may vary based on consumer spending trends, interest rates, inflation, government policies, geopolitical developments, and broader economic conditions. Titan believes its manufacturing capabilities and strategically positioned supplier network provide the flexibility to respond to evolving market conditions.
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Management's Discussion and Analysis of
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RESULTS OF OPERATIONS
Three months ended Six months ended
(Amounts in thousands, except percentages) June 30, June 30,
2026 2025 % Increase 2026 2025 % Increase/(Decrease)
Net sales $ 484,766 $ 460,830 5.2 % $ 989,839 $ 951,538 4.0 %
Cost of sales 409,842 391,557 4.7 % 843,466 813,621 3.7 %
Gross profit 74,924 69,273 8.2 % 146,373 137,917 6.1 %
Gross profit % 15.5 % 15.0 % 3.3 % 14.8 % 14.5 % 2.1 %
Selling, general and administrative expenses 52,722 52,353 0.7 % 105,120 102,208 2.8 %
Research and development expenses 5,401 4,341 24.4 % 10,685 8,885 20.3 %
Royalty expense 2,653 2,419 9.7 % 5,063 4,865 4.1 %
Restructuring and impairment expenses 834 — 100.0 % 25,976 — 100.0 %
Income (loss) from operations $ 13,314 $ 10,160 31.0 % $ (471) $ 21,959 (102.1) %
Net Sales
Net sales for the three months ended June 30, 2026 were $484.8 million, compared to $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 also 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 2.4% to net sales growth, largely due to the strengthening of the Brazilian real against the U.S. 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
Gross profit for the three months ended June 30, 2026 was $74.9 million, or 15.5% of net sales, compared to $69.3 million, or 15.0% of net sales, for the three months ended June 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 increase 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 initiatives continuing to be executed across our global production 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
Selling, general and administrative expenses (SG&A) for the three months ended June 30, 2026 were $52.7 million, or 10.9% of net sales, compared to $52.4 million, or 11.4% of net sales, for the three months ended June 30, 2025. The SG&A expenses were comparable to the prior year period. As a percentage of net sales, SG&A expense decreased due to higher sales volumes and continued focus on cost management 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 Expenses
Research and development (R&D) expenses for the three months ended June 30, 2026 were $5.4 million, or 1.1% of net sales, compared to $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
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comparable period in 2025. The increase in R&D expenses in 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 support innovation and quality improvement efforts, as well as inflationary cost impacts, including higher personnel-related costs.
Royalty Expense
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 the three months ended June 30, 2026 were $2.7 million, or 0.5% of net sales, compared to $2.4 million, or 0.5% of net 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.
Restructuring and Impairment Expenses
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 $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 six months ended June 30, 2026. The 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 of impairment charges related to the building ROU asset and certain manufacturing plant and equipment, as well as $2.5 million of severance costs associated with workforce reductions resulting from the consolidation initiative.
Income (Loss) from Operations
Income from operations for the three months ended June 30, 2026 was $13.3 million, compared to income from operations of $10.2 million for the three months ended June 30, 2025. The increase in income from operations was primarily driven by the improvement in gross profit discussed above, net tariff refund recoveries, and the continued benefits 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.
OTHER PROFIT/LOSS ITEMS
Interest Expense
Interest expense was $10.0 million and $9.7 million for the three months ended June 30, 2026 and 2025, respectively. The interest expense was comparable to the prior year 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
Interest income was $2.5 million for both the three months ended June 30, 2026 and 2025. Interest income was $4.7 million for both the six months ended June 30, 2026 and 2025.
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Management's Discussion and Analysis of
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Foreign Exchange Gain (Loss)
Foreign exchange gain was $0.1 million for the three months ended June 30, 2026, compared to a $3.0 million loss for the three months ended June 30, 2025. The change was primarily driven 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 be settled in the 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
Other income was $0.5 million for the three months ended June 30, 2026, as compared to other income of $1.1 million in the comparable period of 2025. This change was mainly due to a $0.6 million loss on asset disposals recorded during the second quarter of 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.
Provision for Income Taxes
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 $8.9 million, respectively. The Company's effective income tax rate was (0.1)% and 431.6% for the three months ended June 30, 2026 and 2025, respectively, and (34.9)% and 167.1% for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the income tax expense differed each period due to an overall decrease in foreign pre-tax income slightly offset by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026.
The Company’s 2026 and 2025 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 foreign income tax rate differential on the mix of earnings and a valuation allowance on most domestic federal and state operations.
Net Income (Loss) and Earnings (Loss) per Share
Net income for the three months ended June 30, 2026 was $6.3 million, compared to net loss of $3.6 million for the same period in 2025. Basic and diluted earnings per share was 0.09 for the three months ended June 30, 2026, compared to basic and diluted loss per share of $0.07 in the prior year period. The improvement in net income and earnings 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.
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SEGMENT INFORMATION
Segment Summary (amounts in thousands, except percentages):
Three months ended June 30, 2026 Agricultural Earthmoving/ Construction Consumer Corporate/ Unallocated Expenses Consolidated Totals
Net sales $ 183,637 $ 154,527 $ 146,602 $ — $ 484,766
Gross profit 20,895 19,311 34,718 — 74,924
Profit margin 11.4 % 12.5 % 23.7 % — 15.5 %
Income (loss) from operations 3,188 4,353 12,999 (7,226) 13,314
Three months ended June 30, 2025
Net sales $ 193,223 $ 152,347 $ 115,260 $ — $ 460,830
Gross profit 28,280 17,474 23,519 — 69,273
Profit margin 14.6 % 11.5 % 20.4 % — 15.0 %
Income (loss) from operations 11,453 2,994 3,230 (7,517) 10,160
Six months ended June 30, 2026 Agricultural Earthmoving/ Construction Consumer Corporate/ Unallocated Expenses Consolidated Totals
Net sales $ 381,982 $ 314,041 $ 293,816 $ — $ 989,839
Gross profit 44,910 37,400 64,063 — 146,373
Profit margin 11.8 % 11.9 % 21.8 % — 14.8 %
Income (loss) from operations 10,681 6,743 (2,953) (14,942) (471)
Six months ended June 30, 2025
Net sales $ 390,969 $ 295,637 $ 264,932 $ — $ 951,538
Gross profit 52,767 32,367 52,783 — 137,917
Profit margin 13.5 % 10.9 % 19.9 % — 14.5 %
Income (loss) from operations 20,895 4,670 12,037 (15,643) 21,959
Agricultural Segment Results
Agricultural segment results for the periods presented below were as follows (amounts in thousands, except percentages):
Three months ended Six months ended
June 30, June 30,
2026 2025 % Decrease 2026 2025 % Decrease
Net sales $ 183,637 $ 193,223 (5.0) % $ 381,982 $ 390,969 (2.3) %
Gross profit 20,895 28,280 (26.1) % 44,910 52,767 (14.9) %
Profit margin 11.4 % 14.6 % (21.9) % 11.8 % 13.5 % (12.6) %
Income from operations 3,188 11,453 (72.2) % 10,681 20,895 (48.9) %
Net sales in the agricultural segment were $183.6 million for the three months ended June 30, 2026, as compared to $193.2 million for the comparable period in 2025. The change was primarily due to 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 $20.9 million for the three months ended June 30, 2026, as compared to $28.3 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 higher material costs, primarily driven by increased steel prices.
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Financial Condition and Results of Operations
Income from operations in the Company's agricultural segment was $3.2 million for the three months ended June 30, 2026, as compared to income of $11.5 million for the three months ended June 30, 2025. The overall change in income from operations was primarily a result of lower gross 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.
Earthmoving/Construction Segment Results
Earthmoving/construction segment results for the periods presented below were as follows (amounts in thousands, except percentages):
Three months ended Six months ended
June 30, June 30,
2026 2025 % Increase 2026 2025 % Increase
Net sales $ 154,527 $ 152,347 1.4 % $ 314,041 $ 295,637 6.2 %
Gross profit 19,311 17,474 10.5 % 37,400 32,367 15.5 %
Profit margin 12.5 % 11.5 % 8.7 % 11.9 % 10.9 % 9.2 %
Income from operations 4,353 2,994 45.4 % 6,743 4,670 44.4 %
The Company's earthmoving/construction segment net sales were $154.5 million for the three months ended June 30, 2026, as compared to $152.3 million in the comparable period in 2025. The increase was driven by favorable foreign currency translation, which increased net sales by approximately 3.2%. This benefit was partially offset by lower sales volumes in North America, which primarily reflected the timing of demand among certain construction OEM customers.
Gross profit in the earthmoving/construction segment was $19.3 million for the three months ended June 30, 2026, as compared to $17.5 million for the three months ended June 30, 2025. The increase in gross profit was mainly driven by $0.9 million of net tariff refund recoveries, 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 $4.4 million for the three months ended June 30, 2026, as compared to $3.0 million for the three months ended June 30, 2025. The increase was primarily attributable to higher gross 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.
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Management's Discussion and Analysis of
Financial Condition and Results of Operations
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 Results
Consumer segment results for the periods presented below were as follows (amounts in thousands, except percentages):
Three months ended Six months ended
June 30, June 30,
2026 2025 % Increase 2026 2025 % Increase/ (Decrease)
Net sales $ 146,602 $ 115,260 27.2 % $ 293,816 $ 264,932 10.9 %
Gross profit 34,718 23,519 47.6 % 64,063 52,783 21.4 %
Profit margin 23.7 % 20.4 % 16.2 % 21.8 % 19.9 % 9.5 %
Income (loss) from operations 12,999 3,230 302.4 % (2,953) 12,037 (124.5) %
Consumer segment net sales were $146.6 million for the three months ended June 30, 2026, as compared to $115.3 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales volumes in the Titan Specialty business, reflecting improved customer demand compared to the prior-year period, which was impacted by a temporary slowdown related to tariff uncertainty. The increase also benefited from favorable pricing, reflecting higher input costs and a positive foreign currency translation impact of approximately 1.2%.
Gross profit from the consumer segment was $34.7 million for the three months ended June 30, 2026, as compared to $23.5 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales volumes and the impact on fixed cost leverage, as well as $4.7 million of net tariff refund recoveries, which were recorded as a reduction of cost of goods 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.
Corporate & Unallocated Expenses
Income from operations on a segment basis did not include unallocated corporate expenses of $7.2 million and $14.9 million for the three and six months ended June 30, 2026, respectively, as compared to $7.5 million and $15.6 million for the three and six months ended June 30, 2025, respectively. Unallocated expenses are primarily comprised of corporate selling, general and administrative expenses. The decrease for the three months ended June 30, 2026 was mainly driven by lower professional service fees and software expenses. The decrease for the six months ended June 30, 2026 was primarily attributable to lower professional service fees.
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TITAN INTERNATIONAL, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
As of June 30, 2026, the Company reported $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:
Operating Cash Flows
Summary of cash flows from operating activities:
(Amounts in thousands) Six months ended June 30,
2026 2025 Change
Net loss $ (17,910) $ (3,582) $ (14,328)
Depreciation and amortization 34,293 32,494 1,799
Restructuring and impairment expenses 25,976 — 25,976
Deferred income tax (benefit) provision (3,749) 2,410 (6,159)
Foreign currency (gain) loss (3,332) 6,870 (10,202)
Accounts receivable (77,398) (60,964) (16,434)
Inventories (9,559) (13,172) 3,613
Prepaid and other current assets (2,568) (3,335) 767
Accounts payable 37,580 24,038 13,542
Other current liabilities 12,531 (7,499) 20,030
Other liabilities 2,979 1,918 1,061
Other operating activities (6,220) (3,456) (2,764)
Cash used for operating activities $ (7,377) $ (24,278) $ 16,901
During the six months ended June 30, 2026, cash flows used for operating activities were $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 $74.3 million during the second quarter of 2026 compared to the fourth quarter of 2025. In response to higher operating activity, accounts payable also increased during the second quarter of 2026 compared to year end 2025. Inventory levels increased modestly to support customer demand, while inventory management initiatives contributed to lower days inventory outstanding compared with the prior year.
Cash used for operating activities increased by $16.9 million when comparing the six months ended June 30, 2026 to the comparable period in 2025, primarily due to working capital changes.
Summary of the components of cash conversion cycle:
June 30, December 31, June 30,
2026 2025 2025
Days sales outstanding 60 53 59
Days inventory outstanding 112 124 116
Days payable outstanding (69) (66) (64)
Cash conversion cycle 103 111 111
Cash conversion cycle decreased by 8 days when comparing June 30, 2026 to June 30, 2025. The improvement was primarily driven by higher accounts payable balances and lower days inventory outstanding, reflecting the Company's continued focus on working capital management and inventory optimization during the six months ended June 30, 2026.
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TITAN INTERNATIONAL, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Investing Cash Flows
Summary of cash flows from investing activities:
(Amounts in thousands) Six months ended June 30,
2026 2025 Change
Capital expenditures $ (26,005) $ (25,121) $ (884)
Proceeds from sale of fixed assets 1,005 275 730
Cash used for investing activities $ (25,000) $ (24,846) $ (154)
During the six months ended June 30, 2026, Titan reported a net cash outflow from investing activities of $25.0 million, as compared to the $24.8 million outflow recorded in the corresponding period of 2025. Capital expenditures were primarily related to plant equipment upgrades, productivity initiatives, and tools, dies and molds supporting new product development.
Financing Cash Flows
Summary of cash flows from financing activities:
(Amounts in thousands) Six months ended June 30,
2026 2025 Change
Proceeds from borrowings $ 76,607 $ 54,936 $ 21,671
Payment on debt (69,659) (37,956) (31,703)
Other financing activities (193) (74) (119)
Cash provided by financing activities $ 6,755 $ 16,906 $ (10,151)
During the six months ended June 30, 2026, $6.8 million of cash was provided by financing activities. This inflow was primarily driven by $76.6 million in borrowings to support increased working capital requirements, partially offset by $69.7 million in debt repayments.
During the six months ended June 30, 2025, $16.9 million of cash was provided by financing activities. This cash inflow was due to $54.9 million in borrowings to meet increased working capital requirements, partially offset by $38.0 million in debt repayments.
Debt Restrictions
Our $225 million revolving credit facility and indenture relating to the 7.00% senior secured notes due 2028 contain various restrictions, including:
•When remaining availability under the credit facility is less than the greater of (i) $17 million and (ii) 10% of the credit facility’s line cap (the line cap being the lesser of our borrowing base or the lenders’ commitments under the credit facility), the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 (calculated quarterly on a trailing four quarter basis);
•Limits on dividends and repurchases of the Company’s stock;
•Restrictions on the ability of the Company to make additional borrowings, or to consolidate, merge, or otherwise fundamentally change the ownership of the Company;
•Limits on investments, dispositions of assets, and guarantees of indebtedness; and
•Other customary affirmative and negative covenants.
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 June 30, 2026.
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TITAN INTERNATIONAL, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Guarantor Financial Information
The Company's 7.00% senior secured notes due 2028 are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the satisfaction of certain customary conditions.
The following summarized financial information of both the Company and the Guarantors is presented on a combined basis after elimination of (i) intercompany transactions and balances between the parent and the Guarantors and (ii) equity in earnings from investments in any subsidiary that is a non-Guarantor. The information is presented in accordance with the requirements of Rule 13-01 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the Guarantor operated as an independent entity.
Summarized Balance Sheets:
(Amounts in thousands) June 30, 2026 December 31, 2025
Assets
Current assets $ 73,461 $ 59,860
Property, plant, and equipment, net 86,954 89,096
Intercompany accounts receivable from non-guarantor subsidiaries, net 651,415 680,039
Other long-term assets 76,591 71,839
Liabilities
Current liabilities 84,783 77,406
Long-term debt 548,457 554,029
Other long-term liabilities 2,538 2,922
Summarized Statement of Operations:
(Amounts in thousands) Six months ended
June 30, 2026
Net sales $ 248,969
Gross profit 19,358
Loss from operations (14,649)
Net loss (23,320)
Liquidity Outlook
The Company does not anticipate significant liquidity constraints over the next 12 months. At June 30, 2026, the Company reported $179.8 million of cash and cash equivalents. This amount included $161.8 million held in foreign countries.
As of June 30, 2026, there were $150.0 million of borrowings outstanding under the Company's $225.0 million credit facility. Titan's availability under this credit facility may be less than $225.0 million as of any particular date, as a result of outstanding letters of credit and eligible accounts receivable and inventory balances at certain domestic and Canadian subsidiaries. Based on eligible accounts receivable and inventory balances, the Company's total amount available for borrowing under the credit facility at June 30, 2026 totaled $200.3 million. With outstanding letters of credit totaling $6.4 million and $150.0 million in borrowings under the revolving credit facility, the net amount available for borrowing under the credit facility at June 30, 2026 totaled $43.9 million.
The Company is expecting full year capital expenditures to be between approximately $50 million and $55 million. These capital expenditures are anticipated to be used primarily to continue to enhance the Company’s existing facilities and manufacturing capabilities and drive productivity gains, along with the purchase of new tools, dies and molds related to new product development.
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TITAN INTERNATIONAL, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Cash payments for interest are currently forecasted to between $18 million and $20 million for the remainder of 2026 based on June 30, 2026 debt balances and debt maturities. The forecasted interest payments are comprised primarily of the semi-annual interest payments totaling approximately $14 million to be paid in October 2026 for the 7.00% senior secured notes, and between $4 million and $6 million of payments on credit facilities, which are variable dependent upon on the prevailing rates 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. Potential divestitures and unencumbered assets may also be a means to provide for future liquidity needs.
CRITICAL ACCOUNTING ESTIMATES
There were no material changes in the Company’s Critical Accounting Estimates since the filing of the 2025 Form 10-K. As discussed in the 2025 Form 10-K, the preparation of the Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates, assumptions, and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates and assumptions. Refer to Note 1. "Basis of Presentation and Significant Accounting Policies" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q, for a discussion of the Company’s updated accounting policies.