TWI · Titan International Inc

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

These are restricted stock units granted by the Issuer, payable upon vesting in an equal number of shares of Common Stock, which are scheduled to vest on June 23, 2027.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 64,334 shares of restricted stock which vest as follows: 23,333 on 3/10/27, 6,000 on 6/20/27; 23,334 on 3/10/28; and 11,667 on 3/10/29.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 160,001 shares restricted stock which vest as follows: 80,000 on 3/10/2027; 53,334 on 3/10/2028; and 26,667 on 3/10/2029.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 26,000 shares of restricted stock which vest as follows: 10,666 on 3/10/27; 8,667 on 3/10/28; and 6,667 on 3/10/29.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 62,501 shares of restricted stock which vest as follows: 27,500 on 3/10/27; 21,667 on 3/10/28; and 13,334 on 3/10/29.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 85,000 shares of restricted stock which vest as follows: 43,333 on 3/10/2027; 28,333 on 3/10/2028; and 13,334 on 3/10/2029.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 101,667 shares of restricted stock which vest as follows: 16,667 on 3/14/2026; 43,333 on 3/10/2027; 28,333 on 3/10/2028; and 13,334 on 3/10/2029.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 28,334 shares of restricted stock which vest as follows: 2,334 on 3/14/26, 10,666 on 3/10/27; 8,667 on 3/10/28; and 6,667 on 3/10/29.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 70,334 shares of restricted stock which vest as follows: 6,000 on 6/20/26, 23,333 on 3/10/27, 6,000 on 6/20/27; 23,334 on 3/10/28; and 11,667 on 3/10/29.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 190,001 shares restricted stock which vest as follows: 30,000 on 3/14/2026; 80,000 on 3/10/2027; 53,334 on 3/10/2028; and 26,667 on 3/10/2029.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 69,168 shares of restricted stock which vest as follows: 6,667 on 3/14/26; 27,500 on 3/10/27; 21,667 on 3/10/28; and 13,334 on 3/10/29.

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.

Exercise of stock options awarded under the issuer's incentive compensation plan.

Exercise of stock options awarded under the issuer's incentive compensation plan.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.97 to $10.50, inclusive.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.235 to $10.38, inclusive.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 47,000 shares of restricted stock which vest as follows: 11,666 on 3/10/26, 6,000 on 6/20/26, 11,667 on 3/10/27, 6,000 on 6/20/27; and 11,667 on 3/10/28.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.14 to $9.33, inclusive.

Includes 43,334 shares of restricted stock which vest as follows: 14,166 on 3/10/26; 6,667 on 3/14/26; 14,167 on 3/10/27; and 8,334 on 3/10/28.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

These are restricted stock units granted by the Issuer, payable upon vesting in an equal number of shares of Common Stock, which are scheduled to vest on June 16, 2026.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Represents Restricted Stock Units which vest on the first anniversary of the grant date.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

Includes 91,667 shares of restricted stock which vest as follows: 30,000 on 3/10/2026; 16,667 on 3/14/2026; 30,000 on 3/10/2027; and 15,000 on 3/10/2028.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

Includes 43,334 shares of restricted stock which vest as follows: 14,166 on 3/10/26; 6,667 on 3/14/26; 14,167 on 3/10/27; and 8,334 on 3/10/28.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

Includes 163,334 shares restricted stock which vest as follows: 53,333 on 3/10/2026; 30,000 on 3/14/2026; 53,334 on 3/10/2027; and 26,667 on 3/10/2028.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

Vesting of performance shares, refer to the 2022 proxy statement for further detail.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

Vesting of performance shares, refer to the 2022 proxy statement for further detail.

Includes 50,000 shares of restricted stock which vest as follows: 6,666 on 3/14/25; 14,166 on 3/10/26; 6,667 on 3/14/26; 14,167 on 3/10/27; and 8,334 on 3/10/28.

Includes 108,333 shares of restricted stock which vest as follows: 16,666 on 3/14/2025; 30,000 on 3/10/2026; 16,667 on 3/14/2026; 30,000 on 3/10/2027; and 15,000 on 3/10/2028.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Includes 193,334 shares restricted stock which vest as follows: 30,000 on 3/14/2025; 53,333 on 3/10/2026; 30,000 on 3/14/2026; 53,334 on 3/10/2027; and 26,667 on 3/10/2028.

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

Reflects shares of common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting of restricted stock

These shares of Common Stock were repurchased by the Issuer on October 18, 2024 pursuant to a privately negotiated transaction.

These shares of Common Stock are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Stock for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Stock except to the extent of their pecuniary interest therein.

These shares of Common Stock were repurchased by the Issuer on October 18, 2024 pursuant to a privately negotiated transaction.

These shares of Common Stock are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr.Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Stock held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued in Footnote 5)

(Continued from Footnote 4) Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Stock held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr.Rachesky disclaims beneficial ownership of such Common Stock except to the extent of their pecuniary interst therein.