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  4. [Form 4/A] TITAN INTERNATIONAL INC Amended Insider Trading Activity

Major Titan International (NYSE: TWI) holder sells 3.0M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

TITAN INTERNATIONAL INC disclosed that AIPCT Intermediate Holdings I LLC, a ten percent owner, executed an open-market sale of 3,041,288 shares of common stock at $8.95 per share. After this transaction, Intermediate held 8,880,478 shares indirectly.

The filing is made jointly by several affiliated investment entities that together are treated as the reporting persons. The footnotes explain that any voting or sale decisions for these shares require a unanimous vote of the three directors of AIPCF V (Cayman), Ltd., and those directors disclaim beneficial ownership except for any pecuniary interest. The reporting persons also explicitly disclaim forming a group beyond their stated economic interests.

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Insights

Large holder executes sizable open-market sale but retains significant stake.

AIPCT Intermediate Holdings I LLC, identified as a ten percent owner of TITAN INTERNATIONAL INC, sold 3,041,288 shares of common stock in an open-market sale at $8.95 per share. Following the sale, it still holds 8,880,478 shares, so this is a partial reduction rather than a full exit.

Control over voting and sale decisions requires unanimous consent of three directors of AIPCF V (Cayman), Ltd., who, along with other affiliated funds, are listed as reporting persons. The filing states they may be deemed to share voting and dispositive power but disclaim beneficial ownership beyond any pecuniary interest, and also disclaim status as a group under Rule 13d-5. This language frames the transaction as occurring within an investment structure rather than by an individual insider, and there are no remaining derivative securities reported.

Insider AIPCT Holdings LLC, AIPCF V (Cayman), Ltd., AIPCF V (Cayman), L.P., AIPCF V AIV C, LP, AIPCT Intermediate Holdings I LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 3,041,288 shs ($27.22M)
Type Security Shares Price Value
Sale Common Stock 3,041,288 $8.95 $27.22M
Holdings After Transaction: Common Stock — 8,880,478 shares (Indirect, See footnote)
Footnotes (1)
  1. This statement is being filed by AIPCT Intermediate Holdings I LLC (f/k/a Carlstar Intermediate Holdings I LLC) ("Intermediate"), AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) ("Holdings"), AIPCF V AIV C, LP, AIPCF V (Cayman), L.P. and AIPCF V (Cayman), Ltd. (collectively, the "Reporting Persons") to report shares of common stock held directly by Intermediate. Holdings is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of Holdings. AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P. Any action taken with respect to these shares of common stock held directly by Intermediate, including voting and dispositive decisions, requires a unanimous vote of the three directors of AIPCF V (Cayman), Ltd. Accordingly, the directors of AIPCF V (Cayman), Ltd. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held directly by Intermediate, but disclaim beneficial ownership of the shares of Common Stock held directly by Intermediate, except to the extent of any pecuniary interest therein. The filing of this statement is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest. The Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.
Shares sold 3,041,288 shares Open-market sale of common stock
Sale price $8.95 per share Price for common stock sale
Shares held after sale 8,880,478 shares Indirect holdings following transaction
Net buy/sell shares 3,041,288 net shares sold Net-sell direction in transaction summary
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
ten percent owner regulatory
"is_ten_percent_owner": 1"
beneficial ownership regulatory
"disclaim beneficial ownership of the shares of Common Stock held directly"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of any pecuniary interest therein"
Rule 13d-5 regulatory
"disclaim status as a "group" within the meaning of Rule 13d-5"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AIPCT Holdings LLC
(Last)(First)(Middle)
C/O AMERICAN INDUSTRIAL PARTNERS
450 LEXINGTON AVENUE, 40TH FLOOR
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TITAN INTERNATIONAL INC [ TWI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/06/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/04/2026S3,041,288D$8.958,880,478ISee footnote(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
AIPCT Holdings LLC
(Last)(First)(Middle)
C/O AMERICAN INDUSTRIAL PARTNERS
450 LEXINGTON AVENUE, 40TH FLOOR
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
AIPCF V (Cayman), Ltd.
(Last)(First)(Middle)
C/O AMERICAN INDUSTRIAL PARTNERS
450 LEXINGTON AVENUE, 40TH FLOOR
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
AIPCF V (Cayman), L.P.
(Last)(First)(Middle)
C/O AMERICAN INDUSTRIAL PARTNERS
450 LEXINGTON AVENUE, 40TH FLOOR
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
AIPCF V AIV C, LP
(Last)(First)(Middle)
C/O AMERICAN INDUSTRIAL PARTNERS
450 LEXINGTON AVENUE, 40TH FLOOR
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
AIPCT Intermediate Holdings I LLC
(Last)(First)(Middle)
C/O AMERICAN INDUSTRIAL PARTNERS
450 LEXINGTON AVENUE, 40TH FLOOR
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This statement is being filed by AIPCT Intermediate Holdings I LLC (f/k/a Carlstar Intermediate Holdings I LLC) ("Intermediate"), AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) ("Holdings"), AIPCF V AIV C, LP, AIPCF V (Cayman), L.P. and AIPCF V (Cayman), Ltd. (collectively, the "Reporting Persons") to report shares of common stock held directly by Intermediate. Holdings is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of Holdings. AIPCF V (Cayman), L.P. is the general partner of AIPCF V AIV C, LP. AIPCF V (Cayman), Ltd. is the general partner of AIPCF V (Cayman), L.P.
2. Any action taken with respect to these shares of common stock held directly by Intermediate, including voting and dispositive decisions, requires a unanimous vote of the three directors of AIPCF V (Cayman), Ltd. Accordingly, the directors of AIPCF V (Cayman), Ltd. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held directly by Intermediate, but disclaim beneficial ownership of the shares of Common Stock held directly by Intermediate, except to the extent of any pecuniary interest therein. The filing of this statement is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.
3. The Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.
Remarks:
This Form 4/A amends the Form 4 filing dated March 6, 2026 (the "Original Form"), solely in order to add AIPCF V AIV C, LP, AIPCF V (Cayman), L.P. and AIPCF V (Cayman), Ltd. as additional reporting persons. AIPCF V AIV C, LP, AIPCF V (Cayman), L.P. and AIPCF V (Cayman), Ltd. were unable to be included as reporting persons in the Original Form due to delays encountered in their initial enrollment and account authorization in the EDGAR Next system. There are no changes to the transactions reported in the Original Form.
/s/ Stanley Edme, Vice President of AIPCF V (Cayman), Ltd.04/16/2026
/s/ Stanley Edme, Vice President of AIPCF V (Cayman), Ltd., general partner of AIPCF V (Cayman), L.P.04/16/2026
/s/ Stanley Edme, Vice President of AIPCF V (Cayman), Ltd., general partner of AIPCF V (Cayman), L.P., general partner of AIPCF V AIV C, LP04/16/2026
/s/ Joel Rotroff, President of AIPCT Holdings LLC04/16/2026
/s/ Joel Rotroff, President of AIPCT Intermediate Holdings I LLC04/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TITAN INTERNATIONAL INC (TWI) report in this Form 4/A?

TITAN INTERNATIONAL INC reported that AIPCT Intermediate Holdings I LLC executed an open-market sale of 3,041,288 shares of common stock at $8.95 per share. After the sale, Intermediate continued to hold 8,880,478 shares indirectly through the investment structure described in the footnotes.

Who is the primary entity selling TITAN INTERNATIONAL INC (TWI) shares in this filing?

The primary selling entity is AIPCT Intermediate Holdings I LLC, which directly holds the TITAN INTERNATIONAL INC common stock. Related entities, including AIPCT Holdings LLC and AIPCF V investment vehicles, are listed as reporting persons because of their managerial or ownership roles in Intermediate and its upstream structure.

How many TITAN INTERNATIONAL INC (TWI) shares were sold and at what price?

The filing shows an open-market sale of 3,041,288 shares of TITAN INTERNATIONAL INC common stock at a price of $8.95 per share. This single transaction represents a sizable disposition by a ten percent owner but leaves a substantial remaining position in the company’s shares.

How many TITAN INTERNATIONAL INC (TWI) shares does the reporting holder own after the sale?

After the reported transaction, AIPCT Intermediate Holdings I LLC holds 8,880,478 shares of TITAN INTERNATIONAL INC common stock. These shares are held indirectly, and decisions regarding voting and disposition require unanimous approval from three directors of AIPCF V (Cayman), Ltd., as described in the footnotes.

Do the reporting entities claim group status or full beneficial ownership of TWI shares?

The reporting entities expressly disclaim status as a “group” under Rule 13d-5 and also disclaim beneficial ownership of any TITAN INTERNATIONAL INC shares except to the extent of their pecuniary interest. The footnotes emphasize that voting and dispositive power is shared and subject to unanimous director approval.

What governance structure controls the TITAN INTERNATIONAL INC (TWI) shares sold here?

Any action regarding these TITAN INTERNATIONAL INC shares, including voting or sales, requires a unanimous vote of the three directors of AIPCF V (Cayman), Ltd. This structure means control is exercised collectively, and the directors may be deemed to share power, though they disclaim beneficial ownership beyond economic interests.