TPI Composites, Inc. Announces Major Asset Sale to ECP Blade Holdings LLC

Scottsdale, AZ, March 9, 2026 — TPI Composites, Inc. (“TPI” or “the Company”) has entered into a definitive Stock and Asset Purchase Agreement, dated March 6, 2026, with ECP Blade Holdings LLC (“ECP Buyer”) and a group of TPI’s subsidiaries. This transaction marks a significant turning point for TPI, with implications for shareholders, creditors, and the strategic direction of the Company.

Key Points of the Sale Agreement

• Definitive Transaction: TPI has agreed to sell substantially all of its equity interests and assets to ECP Blade Holdings LLC and related entities. The agreement covers a wide array of TPI’s business units across North America, Europe, and Asia.
• Comprehensive Scope: The transaction includes TPI Composites, Inc. and its notable subsidiaries: TPI Technology, Inc., TPI Mexico, LLC, TPI Mexico II, LLC, TPI Mexico III, LLC, TPI Arizona, LLC, TPI Iowa, LLC, TPI Composites Services, LLC, TPI Turkey Izbas, LLC, TPI Composites Denmark ApS, and TPI Holdings Switzerland GmbH.
• Bankruptcy Context: The transaction is being executed under a bankruptcy process, as referenced by the Debtor-in-Possession (“DIP”) Credit Agreement. The Company’s ability to close this deal and repay obligations under the DIP Credit Agreement is a material factor in the transaction.
• Conditions to Close: The agreement includes customary closing conditions, including the satisfaction of regulatory approvals and the completion of asset sales. Failure to meet these conditions could affect the consummation of the transaction.
• Forward-Looking Uncertainty: TPI notes the risks and uncertainties around the completion of the ECP transaction, regulatory approvals, and the Company’s ability to continue operations. These factors may materially impact shareholder value and the Company’s future.

Potential Price-Sensitive and Shareholder-Relevant Information

• Stock Status: As of the report date, TPI’s common stock (OTC: TPICQ) is trading on the OTC Pink market, reflecting its distressed financial status and the ongoing bankruptcy process.
• Material Agreements Filed: The full Stock and Asset Purchase Agreement has been filed as Exhibit 10.1 to the Form 8-K, with certain schedules and exhibits omitted but available to the SEC upon request.
• Asset Coverage and Liabilities: The Company’s ability to repay creditors, especially those under the DIP Credit Agreement with Oaktree Fund Administration, will depend on the proceeds and completion of the asset sale. This is a critical issue for shareholders and creditors alike.
• No Emerging Growth Company Status: TPI is not claiming emerging growth company status, meaning it will not receive certain regulatory reliefs available to such entities.
• Exhibits of Interest:
  • Exhibit 10.1: The full Stock and Asset Purchase Agreement, detailing the transaction terms, parties, and asset scope.
  • Exhibit 104: Cover Page Interactive Data File (XBRL), embedded for regulatory reporting.
• Cautionary Forward-Looking Statements: The Company emphasizes that there are material risks regarding the ability to complete the transaction, satisfy creditors, and continue as a going concern. These risks are further detailed under “Risk Factors” in the Company’s most recent 10-K and subsequent filings.

Details of the Transaction Agreement

The Stock and Asset Purchase Agreement is extensive, spanning over 80 pages and covering:

• Definitions and Transaction Structure — Detailed definitions, list of transferred assets and equity, and the legal framework for the sale.
• Purchase Price — The agreement outlines the method for determining the purchase price, deposits, closing payments, and allocations. The specific dollar value is not disclosed in the public summary, but the methodology is set out in Section 3.01 and related schedules.
• Representations & Warranties — Comprehensive representations from both seller and buyer, covering financial statements, liabilities, compliance with laws, employee matters, environmental, and intellectual property.
• Closing Conditions — Detailed closing deliverables, including board approvals, evidence of designation for advanced manufacturing credits, and execution of ancillary agreements.
• Bankruptcy Provisions — The transaction is subject to bankruptcy court approval and is structured to comply with applicable bankruptcy laws and procedures.
• Employee and Labor Matters — Disclosure of material employee benefit plans, labor agreements, and obligations to employees under the transaction.
• Tax Matters — Allocation of responsibility for transfer taxes, tax adjustments, and post-closing tax actions.
• Termination and Remedies — Provisions for termination of the agreement, remedies for breach, and allocation of liabilities.

Why This Is Share Price Sensitive

• Uncertainty of Outcome: The ability to complete the sale is subject to numerous risks, including regulatory approvals, successful asset sales, and the satisfaction of bankruptcy process requirements. Any failure or delay could result in a loss of value for shareholders.
• Potential Recovery for Creditors and Shareholders: The sale proceeds are expected to be applied to outstanding DIP facility obligations and other creditor claims. The extent of recovery for equity holders is highly uncertain and may be minimal depending on the realized value and creditor priority.
• Material Change in Business: The sale effectively transfers substantially all operating assets to the ECP Buyer, leaving TPI as a shell or liquidation entity, which is a fundamental change in the nature of the business.
• Delisting and Market Status: The Company’s trading on the OTC Pink market signals distress and the possibility of being delisted or dissolved following the asset sale.

What Investors Should Watch Next

• Announcements regarding regulatory and court approvals of the sale.
• Updates on the distribution of sale proceeds and payment of creditor claims.
• Disclosure of final purchase price and any potential residual value for shareholders.
• Further SEC filings, especially regarding the winding-up or liquidation of the Company.

Signature

The filing is signed by William E. Siwek, President and Chief Executive Officer of TPI Composites, Inc., as of March 9, 2026.

Disclaimer: This article is for informational purposes only and is not investment advice. It is based on a review of TPI Composites, Inc.’s Form 8-K and accompanying Stock and Asset Purchase Agreement filed with the SEC. Investors should read the original filings and consult their financial advisor before making any investment decisions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated.

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