UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on September 3, 2025, certain of TPI Composites, Inc.’s (the “Company”) direct and indirect subsidiaries entered into a binding term sheet (the “Term Sheet”) and related documents with XCS Composites L.L.C-FZ (“Purchaser”). On September 10, 2025, in accordance with the Term Sheet, following the satisfactory completion of the closing conditions, including the approval of the U.S. Bankruptcy Court for the Southern District of Texas, TPI Holdings Switzerland GmbH (“Seller”) consummated the sale and transfer to the Purchaser of the Seller’s ownership interests in two of the Company’s subsidiaries, TPI Kompozit Kanat Sanayi ve Ticaret Anonim Şirketi and TPI Kompozit Kanat 2 Üretim Sanayi ve Ticaret Limited Şirketi (together, “TPI Türkiye”). The transaction involved the sale and transfer of the assets and operations of two wind blade manufacturing facilities and a field service inspection and repair business in Izmir, Türkiye on an “as-is” basis, including the assumption of the entire liabilities and debt position of TPI Türkiye (the “Transaction”). TPI Türkiye comprised the majority of the Company’s EMEA segment. Approximately 2,700 Turkish employees were employed by the subsidiaries that were sold and transferred as part of the Transaction.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of the Company as of and for the six-month period ended June 30, 2025, and for the years ended December 31, 2024 and 2023, giving effect to the Transaction, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Term Sheet (incorporated by reference herein from Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the SEC on September 4, 2025) | |
| 99.1 | TPI Composites, Inc. Pro Forma Condensed Consolidated Financial Statements | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TPI Composites, Inc. | ||
| Date: September 16, 2025 | By: | /s/ William E. Siwek |
| William E. Siwek | ||
| President and Chief Executive Officer | ||