TWI

• Gross margin improved to 15.5% from 15.0%, with gross profit of $74.9 million.
• Adjusted EBITDA increased 13.3% to $34.2 million from $30.2 million in the prior-year period.
• Consumer segment was the best performer with 27.2% sales growth, while Ag segment sales fell 5.0%.
• Company guides Q3 2026 sales of $440-$460 million and adjusted EBITDA of $27-$33 million; maintains full-year guidance of $1.85-$1.95 billion sales and $105-$115 million adjusted EBITDA.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All seven director nominees were elected: Cashin, Guinn, Rachesky, Reitz, Soave, Taylor, and Thompson.
• Shareholders ratified BDO USA P.C. as independent auditor for fiscal year 2026 (51,744,118 for).
• The non-binding advisory vote on 2025 executive compensation passed (45,170,750 for).
• The report was filed under Item 5.07 to disclose the voting results.

5.07 Submission of Matters to a Vote of Security Holders

• Gross margin improved to 14.1% from 14.0% in the prior year period, with gross profit of $71.4 million.
• Adjusted EBITDA increased to $31.4 million from $30.8 million in Q1 2025.
• The company recorded a loss from operations of $13.8 million, including $2 million in restructuring and $23 million in non-cash impairment charges related to the closure of its Jackson, Tennessee plant.
• Management guided Q2 2026 sales between $470 million and $490 million and adjusted EBITDA between $25 million and $30 million, while maintaining full-year guidance of $1.85–$1.95 billion sales and $105–$115 million adjusted EBITDA.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gross margin improved to 10.9% in Q4 2025 from 10.7% in Q4 2024; loss from operations narrowed to ($10.9 million) from ($17.0 million).
• The company recorded a $40.0 million non-cash deferred tax valuation allowance in Q4 2025, resulting in income tax expense of $39.9 million.
• For 2026, the company expects Q1 sales between $490 million and $510 million and adjusted EBITDA between $28 million and $33 million; full-year revenue is expected in the $1.85 to $1.95 billion range with adjusted EBITDA between $105 million and $115 million.
• Cash and cash equivalents were $202.9 million at year-end 2025, with net debt of $383.0 million, up from $369.5 million at year-end 2024.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Kim A. Marvin resigned from Titan International's Board of Directors and all committees on February 9, 2026, effective immediately.
• Marvin served approximately 24 months and stepped down due to time constraints and other professional commitments.
• The company has no intention of replacing the vacated board seat.
• CEO Paul Reitz thanked Marvin for his contributions, citing operational continuity after the Carlstar acquisition.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Anthony C. Eheli, formerly VP and Chief Accounting Officer, appointed Senior Vice President and Chief Financial Officer, effective December 4, 2025.
• James M. Pach, formerly Corporate Controller, appointed Vice President and Chief Accounting Officer, effective December 4, 2025.
• Salaries approved: Martin remains at $436,000, Eheli set at $370,000, Pach set at $275,000; all remain eligible for discretionary cash incentives and equity grants.
• No family relationships or reportable related transactions exist between the appointees and the company's directors or officers.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Adjusted EBITDA rose to $29.8 million in Q3 2025 from $20.5 million in the prior-year period.
• Agricultural segment net sales increased 7.6% to $188.7 million; Earthmoving/Construction rose 6.6% to $145.4 million; Consumer declined 2.8% to $132.4 million.
• Company expects Q4 2025 sales between $385 million and $410 million and Adjusted EBITDA of around $10 million.
• Cash and cash equivalents were $205.4 million at September 30, 2025, with net debt of $372.9 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gross margin improved sequentially to 15% from 14% in Q1, with all three segments showing margin expansion.
• The company announced a minority investment in Roderos, Brazil's second-largest agricultural wheel manufacturer, expected to close in Q3 2025.
• Q3 2025 guidance: revenue of $450-$475 million, adjusted EBITDA of $25-$30 million, and tax expense of $4-$5 million.
• Net debt declined $10 million sequentially to $401 million at quarter-end.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits