TITAN INTERNATIONAL INCTWI

TITAN INTERNATIONAL INC Stock Compensation Disclosure

10-KFiled Feb 26, 20263 min read
STOCK COMPENSATION
The Company recorded stock compensation expense of $5.8 million, $7.4 million, and $6.0 million in 2025, 2024, and 2023, respectively.  

Titan International, Inc. Equity and Incentive Compensation Plan
The Company adopted a new Titan International, Inc. Equity and Incentive Compensation Plan at the 2021 Annual Meeting of Stockholders to provide stock compensation as a means of attracting and retaining qualified independent directors and employees for the Company.  A total of 2.4 million shares were available for future issuance under the equity incentive plan at December 31, 2025.  

Stock Options
Under the Company's Equity Incentive Plan (or its predecessor plan), the Company granted no stock options in 2025, 2024, and 2023. The exercise price of stock options may not be less than the fair market value of the common stock on the date of the grant.  The vesting and term of each option is set by the Board of Directors. All options outstanding at December 31, 2025 are fully vested and expire 10 years from the grant date.

The following is a summary of activity in stock options during the year ended December 31, 2025:
 Shares Subject
to Option		Weighted-Average
Aggregate Intrinsic Value
(in thousands)
Exercise Price
Remaining Contractual Life
(in Years)
Outstanding, December 31, 2024289,200 $10.65 2.09 
Granted— —   
Exercised— —   
Forfeited/Expired(60,000)11.03   
Outstanding, December 31, 2025229,200 $10.55 1.53$50 
Exercisable, December 31, 2025229,200 $10.55 1.53$50 

The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options.  The determination of the fair value of stock option awards on the date of grant using option pricing models is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables.  These variables include the Company’s expected stock price volatility over the expected term of the awards, actual and projected stock option exercise behaviors, risk-free interest rates, and expected dividends.  The expected term of options represents the period of time over which options are expected to be outstanding and is estimated based on historical experience.  Expected volatility is based on the historical volatility of the Company’s common stock calculated over the expected term of the option.  The risk-free interest rate is based on U.S. Treasury yields in effect at the date of grant.
Restricted Stock Units
Under the Company's Equity Incentive Plan (or its predecessor plan), the Company granted restricted stock units ("RSUs") to eligible employee and the members of the Company's Board of Directors. The restricted stock units granted to employees vest over a period of three years. The restricted stock units granted to the members of the Company's Board of Directors vest over a period of one year. At the time of grant, the Company estimates forfeitures, based on historical experience, in order to estimate the portion of the award that will ultimately vest. During 2025, 2024 and 2023, 533,900, 665,473, and 571,530 RSUs were granted, respectively.

A summary of RSU activity for the year ended December 31, 2025, is presented in the following table:
RSUWeighted-Average Grant Date Fair Value
Unvested at December 31, 20241,142,336 $11.38 
   Granted533,900 8.90 
   Vested(621,613)11.00 
   Forfeited/Expired(21,668)8.87 
Unvested at December 31, 20251,032,955 $10.38 

Pre-tax unrecognized compensation expense for unvested RSUs was $6.5 million at December 31, 2025, and will be recognized as an expense over a weighted-average period of 1.1 years.

The fair value of shares vested, based on the stock's fair value on the vesting date, was $5.4 million, $8.0 million, and $5.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 29, 2024
2022Feb 27, 2023
2021Mar 3, 2022
2020Mar 4, 2021
2019Mar 4, 2020
2018Mar 7, 2019
2017Feb 23, 2018
2016Mar 15, 2017
2015Feb 25, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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