{"filing":{"accession_number":"0000899751-26-000069","cik":"0000899751","ticker":"TWI","company_name":"TITAN INTERNATIONAL INC","form":"8-K","filing_date":"2026-09-25","report_date":"2026-09-21","primary_document":"twi-20260921.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/899751/000089975126000069/twi-20260921.htm"},"events":[{"id":35185,"run_id":32398,"accession_number":"0000899751-26-000069","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Titan International entered into a definitive Sale and Purchase Agreement to sell its wholly-owned subsidiary Italtractor ITM S.p.A. to USCO S.p.A. for approximately $207 million in cash plus up to $6 million in earnout payments and approximately $23 million in net asset adjustments, totaling approximately $285 million in expected proceeds. The transaction is expected to close in January 2027 and represents a material disposition of a significant global undercarriage components business unit.","company_name":"TITAN INTERNATIONAL INC","ticker":"TWI","filing_date":"2026-09-25","form":"8-K","submitted_at":null,"items":[{"id":39144,"accession_number":"0000899751-26-000069","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Titan International has entered into a definitive Sale and Purchase Agreement to sell its wholly-owned subsidiary Italtractor ITM S.p.A. to USCO S.p.A. for approximately $207 million in cash plus up to $6 million in earnout payments. This is a material disposition of a significant business unit—ITM is a global designer and manufacturer of undercarriage components with operations across multiple countries—and represents a strategic portfolio reshaping. The transaction is expected to close in January 2027 and will generate substantial proceeds (~$285 million total value including dividends and adjustments) that Titan intends to use for debt reduction and future acquisitions, making this a transformative capital event for the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T20:55:00.534569+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39146,"accession_number":"0000899751-26-000069","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive agreement to sell Titan's Italtractor ITM undercarriage business to USCO S.p.A. for an initial purchase price of $207 million plus up to $6 million in earnout and approximately $23 million in net asset adjustments, totaling approximately $285 million in expected cash value. This is a material disposition of a business segment, expected to close in early January 2027, and represents a significant strategic transaction that will reshape Titan's portfolio and strengthen its financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T20:55:00.534569+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35186,"run_id":32398,"accession_number":"0000899751-26-000069","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Max Narancich resigned as Chief Operating Officer of Titan Specialty effective October 9, 2026, with responsibilities assumed by existing management and no disagreement cited.","company_name":"TITAN INTERNATIONAL INC","ticker":"TWI","filing_date":"2026-09-25","form":"8-K","submitted_at":null,"items":[{"id":39145,"accession_number":"0000899751-26-000069","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"exec_departure","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Max Narancich resigned as Chief Operating Officer - Titan Specialty effective October 9, 2026, with no disagreement cited and responsibilities assumed by existing management. While an executive departure, the materiality is limited because Narancich held a specialty division COO role (not a company-wide C-suite position), the departure was orderly with no controversy, and the supplemental press release focuses on the concurrent ITM divestiture rather than this personnel change. The resignation itself is not material to a reasonable investor's assessment of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T20:55:00.534569+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39144,"accession_number":"0000899751-26-000069","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Titan International has entered into a definitive Sale and Purchase Agreement to sell its wholly-owned subsidiary Italtractor ITM S.p.A. to USCO S.p.A. for approximately $207 million in cash plus up to $6 million in earnout payments. This is a material disposition of a significant business unit—ITM is a global designer and manufacturer of undercarriage components with operations across multiple countries—and represents a strategic portfolio reshaping. The transaction is expected to close in January 2027 and will generate substantial proceeds (~$285 million total value including dividends and adjustments) that Titan intends to use for debt reduction and future acquisitions, making this a transformative capital event for the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T20:55:00.534569+00:00","company_name":"TITAN INTERNATIONAL INC","ticker":"TWI","filing_date":"2026-09-25"},{"id":39145,"accession_number":"0000899751-26-000069","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"exec_departure","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Max Narancich resigned as Chief Operating Officer - Titan Specialty effective October 9, 2026, with no disagreement cited and responsibilities assumed by existing management. While an executive departure, the materiality is limited because Narancich held a specialty division COO role (not a company-wide C-suite position), the departure was orderly with no controversy, and the supplemental press release focuses on the concurrent ITM divestiture rather than this personnel change. The resignation itself is not material to a reasonable investor's assessment of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T20:55:00.534569+00:00","company_name":"TITAN INTERNATIONAL INC","ticker":"TWI","filing_date":"2026-09-25"},{"id":39146,"accession_number":"0000899751-26-000069","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive agreement to sell Titan's Italtractor ITM undercarriage business to USCO S.p.A. for an initial purchase price of $207 million plus up to $6 million in earnout and approximately $23 million in net asset adjustments, totaling approximately $285 million in expected cash value. This is a material disposition of a business segment, expected to close in early January 2027, and represents a significant strategic transaction that will reshape Titan's portfolio and strengthen its financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T20:55:00.534569+00:00","company_name":"TITAN INTERNATIONAL INC","ticker":"TWI","filing_date":"2026-09-25"}]}