Sec Form 3 Filing - AIPCF V (Cayman), Ltd. @ TITAN INTERNATIONAL INC - 2024-02-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AIPCF V (Cayman), Ltd. 2. Issuer Name and Ticker or Trading Symbol TITAN INTERNATIONAL INC [ TWI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AMERICAN INDUSTRIAL PARTNERS, 450 LEXINGTON AVENUE, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common stock 11,921,766 ( 1 ) I See footnote ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AIPCF V (Cayman), Ltd. C/O AMERICAN INDUSTRIAL PARTNERS 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK, NY10017 X AIPCF V (Cayman), L.P. C/O AMERICAN INDUSTRIAL PARTNERS 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK, NY10017 X AIPCF V AIV C, LP C/O AMERICAN INDUSTRIAL PARTNERS 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK, NY10017 X Carlstar Holdings LLC C/O AMERICAN INDUSTRIAL PARTNERS 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK, NY10017 X Carlstar Intermediate Holdings I LLC C/O AMERICAN INDUSTRIAL PARTNERS 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK, NY10017 X Signatures /s/ Stanley Edme, Vice President of AIPCF V (Cayman), Ltd. 03/07/2024 Signature of Reporting Person Date /s/ Stanley Edme, Vice President of AIPCF V (Cayman), Ltd., general partner of AIPCF V (Cayman), L.P. 03/07/2024 Signature of Reporting Person Date /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, LP 03/07/2024 Signature of Reporting Person Date /s/ Joel Rotroff, President of Carlstar Holdings LLC 03/07/2024 Signature of Reporting Person Date /s/ Joel Rotroff, President of Carlstar Intermediate Holdings I LLC 03/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 11,921,766 shares of common stock held directly by Carlstar Intermediate Holdings I LLC ("Intermediate"). ( 2 )This statement is being filed by AIPCF V (Cayman), Ltd., AIPCF V (Cayman), L.P., AIPCF V AIV C, LP, Carlstar Holdings LLC and Intermediate (collectively, the "Reporting Persons"). Carlstar Holdings LLC is the sole owner of Intermediate. AIPCF V AIV C, LP is the indirect majority owner of 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. Mr. Kim A. Marvin is one of three owners of AIPCF V (Cayman), Ltd. and serves as a member of the Board of Directors of the Issuer. Any action by AIPCF V (Cayman), Ltd. with respect to these shares, including voting and dispositive decisions, requires a unanimous vote of the owners of AIPCF V (Cayman), Ltd. (Continued in Footnote 3). ( 3 )(Continued from Footnote 2). Accordingly, each of Mr. Marvin and the other owners of AIPCF V (Cayman), Ltd. may be deemed to share voting and dispositive power with respect to the shares of common stock held by the Reporting Persons, but disclaims beneficial ownership of the shares of common stock held by the Reporting Persons, 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. ( 4 )The Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

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).

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