Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
TITAN INTERNATIONAL INC (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
88830M102 (CUSIP Number) |
Joel M. Rotroff American Industrial Partners, 450 Lexington Avenue, 40th Floor New York, NY, 10017 (212) 627-2360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/04/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 88830M102 |
| 1 |
Name of reporting person
AIPCF V (Cayman), Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,880,478.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock (as defined herein) held directly by AIPCT Intermediate Holdings I LLC ("Intermediate", f/k/a Carlstar Intermediate Holdings I LLC). AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). 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 by AIPCF V (Cayman), Ltd. 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 Reporting Persons (as defined herein) disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.
SCHEDULE 13D
|
| CUSIP No. | 88830M102 |
| 1 |
Name of reporting person
AIPCF V (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,880,478.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). 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 by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.
SCHEDULE 13D
|
| CUSIP No. | 88830M102 |
| 1 |
Name of reporting person
AIPCF V AIV C, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,880,478.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). 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 by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.
SCHEDULE 13D
|
| CUSIP No. | 88830M102 |
| 1 |
Name of reporting person
AIPCT Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,880,478.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). 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 by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. The percentage in row 13 is based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.
SCHEDULE 13D
|
| CUSIP No. | 88830M102 |
| 1 |
Name of reporting person
AIPCT Intermediate Holdings I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,880,478.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Rows 8, 9 and 11 include 8,880,478 shares of Common Stock held directly by Intermediate. AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC) is the sole manager of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of AIPCT Holdings LLC (f/k/a Carlstar Holdings LLC). 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 by AIPCF V (Cayman), Ltd. 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 Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2.The percentage in row 13 is based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
TITAN INTERNATIONAL INC | |
| (c) | Address of Issuer's Principal Executive Offices:
1525 Kautz Road, Suite 600, West Chicago,
ILLINOIS
, 60185. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on March 7, 2024, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 11, 2026 (the "Original Schedule 13D" and, together with this Amendment No. 2, the "Schedule 13D"). All capitalized terms contained herein and not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following as the penultimate paragraph of Item 4 of the Original Schedule 13D with the following: On March 4, 2026, Intermediate sold 3,041,288 shares of the Issuer's common stock at a price of $8.95 pursuant to Rule 144. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows: Each of the Reporting Persons may be deemed to beneficially own an aggregate of 8,880,478 shares of Common Stock held directly by Intermediate. Such 8,880,478 shares of Common Stock represent approximately 13.9% of the shares of Common Stock outstanding, based on 64,024,055 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's annual report on Form 10-K filed on February 26, 2026. | |
| (b) | Each of the Reporting Persons may be deemed to have: sole voting power with respect to 0 shares of Common Stock; shared voting power with respect to 8,880,478 shares of Common Stock held directly by Intermediate; sole dispositive power with respect to 0 shares of Common Stock; and shared dispositive power with respect to 8,880,478 shares of Common Stock held directly by Intermediate. | |
| (c) | On March 4, 2026, 3,041,288 shares of Common Stock held directly by Intermediate were sold through a broker at $8.95 per share. Except as set forth in this Amendment No. 2, the Reporting Persons have not effected any transactions with respect to the shares of Common Stock since the filing of Amendment No. 1 on February 11, 2026. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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