TPI Composites Inc

Item 1A. RISK FACTORS

There have been no material changes to the Risk Factors (Part I, Item 1A) in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by our disclosure to the Risk Factors (Part II, Item 1A) in our Quarterly Report on Form 10-Q for the quarters ended March 31, 2025,  and June 30, 2025, which could materially affect our business, financial condition, and/or future results, other than as set forth below.

We have identified conditions or events that raise substantial doubt about our ability to continue as a going concern

The substantial doubt about our ability to continue as a going concern may adversely impact the price of our common stock, our reputation and relationships with investors, critical vendors, employees and other third parties with whom we do business, our ability to raise additional capital or refinance existing debt, our ability to comply with certain covenants under our debt agreements or meet other contractual obligations and our ability to achieve our business objectives, which could materially and adversely impact our business, financial condition and results of operations. The Company is actively exploring a capital restructuring plan amongst other strategic alternatives. However, there can be no assurance that such plans will be successfully implemented or that they will be sufficient to mitigate the conditions raising substantial doubt.

We expect that our common stock will be cancelled without any value delivered to shareholders as a result of the Chapter 11 Cases. Any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common stock.

In connection with the Chapter 11 Cases, we expect that our common stock will be cancelled. We have a significant amount of indebtedness and other liabilities that are senior to our current shares of common stock in our capital structure, and it is expected that value will be distributed in respect of such indebtedness and liabilities and not our shares as part of our restructuring. In addition, the value of our existing common stock has substantially decreased leading up to the Chapter 11 Cases. Accordingly, any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common shares.

We are subject to risks and uncertainties associated with our Chapter 11 Cases.

The Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations and cash flows. So long as the Chapter 11 Cases continue, our senior management may be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing on our business operations. Bankruptcy Court protection also may make it more difficult to retain management and the key personnel necessary to the success and growth of our business. In addition, during the period of time we are involved in the Chapter 11 Cases, our customers and suppliers may lose confidence in our ability to reorganize our business successfully and may seek to establish alternative commercial relationships.

Other significant risks associated with the Chapter 11 Cases that could result in material adverse effects on our business, financial condition, results of operations, and cash flows include or relate to the following:

our ability to obtain the Bankruptcy Courts approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining control as debtors-in-possession;

the imposition of restrictions or obligations on the Company by regulators related to the bankruptcy and emergence from chapter 11;

our ability to confirmsuccessfully conduct a chapter 11 plansale, execute a transaction, develop, adopt, confirm and consummate a rechapter 11 plan or alternative restructuring transaction, or otherwise realize any value with respect to our assets;

the effects of the filing of the Chapter 11 Cases on our business and the interests of various constituents, including our shareholders;

our ability to obtain sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence from chapter 11;

our ability to maintain contracts that are critical to our operations;

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our ability to attract, motivate, and retain key employees;

the high costs of Chapter 11 Cases and related fees;

our ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases;

the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us;

our ability to retain our current management team;

Bankruptcy Court rulings in the Chapter 11 Cases as well as the outcome of all other pending litigation and the outcome of the Chapter 11 Cases in general;

the length of time that we will operate with Cchapter 11 protection and any resulting risk that we will not satisfy the milestones to be specified in the definitive DIP Financing documentation and in our agreement with our secured lenders with respect to our use of their cash collateral;

the availability of operating capital during the pendency of the Chapter 11 Cases, including any event that could terminate our right to continued access to the cash collateral of our lenders to use as operating capital;

third-party motions in the Chapter 11 Cases, including motions which may be filed by the creditors committee that will be appointed in the Chapter 11 Cases, which may interfere with our ability to adopt, implement and consummate a plan of reorganization;

the potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations;

the feasibility of a plan of reorganization in light of possible changes in our business and its prospects;

the adequacy of our cash balances at the time of our projected exit from the Chapter 11 Cases; and

our ability to continue as a going concern.

The Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern

The Chapter 11 Cases are being jointly administered under the caption In re TPI Composites, Inc., et al. in the Bankruptcy Court. Under the Bankruptcy Code, certain claims in existence prior to our filing of the petition for relief under the Bankruptcy Code are stayed while we continue business operations as a debtor-in-possession. Our operations and our ability to develop and execute our business plan are subject to significant risks and uncertainties associated with Chapter 11 Cases. These conditions raise substantial doubt about our ability to continue as a going concern. Management can provide no assurance that the lenders will not ultimately be able to exercise their remedies, which may include, among others, a cessation of the Companys operations and liquidation of its assets.

Delays in the Chapter 11 Cases may increase the risks of our being unable to adopt, implement and consummate a plan of reorganization the and increase our costs associated with the Chapter 11 Cases

There can be no assurance that we will be able to adopt, implement and consummate a plan of reorganization. A prolonged chapter 11 proceeding could adversely affect our relationships with customers, suppliers and employees, among other parties, which in turn could adversely affect our business, financial condition, results of operations and cash flows and our ability to continue as a going concern. A weakening of our financial condition, cash flows and results of operations could adversely affect our ability to adopt, implement and consummate a plan of reorganization. If we are unable to consummate a plan of reorganization, we may be forced to liquidate our assets.

Even if a plan of reorganization is consummated, we may not be able to achieve our stated goals or continue as a going concern.

Even if a chapter 11 plan of reorganization is consummated, we may continue to face a number of risks, such as changes in economic conditions, changes in our industry, changes in demand for our products and increasing expenses. Some of these risks become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the Chapter 11 Cases may be completed. As a result of these risks and others, we cannot guarantee that a chapter 11 plan of reorganization will achieve our stated goals or that we will be able to continue as a going concern.

As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future performance, which may be volatile.

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During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result,

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our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases. In addition, if we emerge from chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements, including as a result of revisions to our operating plans pursuant to a chapter 11 plan of reorganization. We also may be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting may be different from historical trends.

We may be subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to consummation of a plan of reorganization. With few exceptions, all claims that arose prior to confirmation of a plan of reorganization (i) would be subject to compromise and/or treatment under the plan of reorganization or (ii) would be discharged in accordance with the Bankruptcy Code and the terms of a plan of reorganization. Any claims not ultimately discharged pursuant to the plan of reorganization could be asserted against the reorganized entities and may have an adverse effect on our business, financial condition, results of operations and cash flows on a post-reorganization basis.

The pursuit of the Chapter 11 Cases has consumed, and will continue to consume, a substantial portion of the time and attention of our management, which may have an adverse effect on our business, financial condition, results of operations and cash flows, and we may experience increased levels of employee attrition.

While the Chapter 11 Cases continue, our management will be required to spend a significant amount of time and effort focusing on the Chapter 11 Cases instead of focusing exclusively on our business operations. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted.

Furthermore, during the pendency of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees may face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the longer the Chapter 11 Cases continue, the more likely it is that critical vendors and employees will lose confidence in our ability to reorganize our business successfully.

Aspects of the Chapter 11 Cases limit the flexibility of our management team in running our business.

While we operate our business under supervision by the Bankruptcy Court, we are required to obtain approval of the Bankruptcy Court, and in some cases certain other parties, prior to engaging in activities or transactions outside the ordinary course of business. Bankruptcy Court approval of non-ordinary course activities entails preparation and filing of appropriate motions with the Bankruptcy Court, negotiation with various parties-in-interest, and one or more hearings. Parties-in-interest may be heard at any Bankruptcy Court hearing and may raise objections with respect to these motions. This process may delay major transactions and limit our ability to respond quickly to opportunities and events in the marketplace. Furthermore, in the event the Bankruptcy Court does not approve a proposed activity or transaction, we would be prevented from engaging in activities, transactions and internal restructurings that we believe are beneficial to us, which may have an adverse effect on our business, financial condition, results of operations and cash flows.

Changes to our capital structure may have a material adverse effect on existing and future debt and security holders, and will adversely impact holders of our common stock.

Our post-bankruptcy capital structure is likely to change significantly as a result of the implementation of a plan of reorganization, including as a result of exchanges of new debt or equity securities for our existing debt and claims against us, among other things. Such new debt would be issued at different interest rates, payment schedules and maturities than our existing debt securities. Further, no recovery is expected for holders of our common stock in a reorganization pursuant to chapter 11. There can be no guarantees

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regarding the success of changes to our capital structure. Holders of our debt or of claims against us may find their holdings no longer have any value or are materially reduced in value, or they may be converted to equity and be diluted or may be modified or replaced by debt with a principal amount that is less than the outstanding principal amount, longer maturities and reduced interest rates. Our existing equity securities will no longer have any value and holders of such existing equity securities will receive no recovery under a chapter 11 plan of reorganization. There can be no assurance that any new debt or equity securities will maintain their value at the

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time of issuance. If existing debt or equity holders are adversely affected by a reorganization, it may adversely affect our ability to issue new debt or equity in the future.

The negotiations of our restructuring have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on the restructuring of our business. This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the restructuring and the Chapter 11 Cases are protracted. During the pendency of the Chapter 11 Cases, our employees will face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of customers, vendors, suppliers and aircraft lessors who may be concerned about our ongoing long-term viability.

We expect our common stock to be delisted from Nasdaq and there is no guarantee that our common stock will be regularly traded on the over-the-counterfacility lessors who markets.

We expect to receive a notice of delisting from Nasdaq notifying us that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rule 5801, Nasdaq determined that our common stock will y be delisted from Nasdaq and trading of our common stock was suspended immediately. Delisting will have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting is expected to negatively impact your ability to sell or otherwise transact in our common stock. Our delisting from Nasdaq will become effective ten calendar days after the Form 25 is filed by Nasdaq and the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days, or such shorter period as the SEC may determine, from the date of the Form 25 filing.

Following the suspension of trading on Nasdaq, we expect our common stock to be quoted in the over-the-counter (the OTC) market. The OTC is a significantly more limited market than Nasdaq, and quotation on the OTC will likely result in a less liquid market for existing and potential holders of the common stock to trade our common stock and could further depress the trading price of our common stock. There is no guarantee that our common stock will be regularly traded on the OTC, and accordingly, our common stock may become illiquid. We can provide no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading market.

There is no assurance that an active market in our common stock will continue at present levels or at all.

Our common stock is currently listed on Nasdaq, but there is no assurance that an active market for our common stock will continue at present levels or at all, including as a result of being delisted from Nasdaq. As a result, an investor may find it difficult to dispose of our common stock on the timeline and at the volumes they desire, which may limit the liquidity of our common stock and may have a material adverse effect on the market price of our common stock and on our ability to raise additional capital.concerned about our ongoing long-term viability.