What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-29 · 281 added, 192 removed, 1008 unchanged (32% of the section changed)

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TriMas Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheet of TriMas Corporation and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statement of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment — Refer to Notes 3 and 7 to the financial statements

Goodwill Impairment Assessment — Life Sciences Reporting Unit — Refer to Notes 3 and 7 to the financial statements

Critical Audit Matter Description

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The fair value is estimated using a weighting of the income and market approaches.

The goodwill balance allocated to the reporting unit within the Aerospace Segment was $70 million as of December 31, 2023.

The fair value of the reporting unit within the Aerospace Segment exceeded its carrying value as of the assessment date and, therefore, no impairment was recognized.

We identified the fair value estimate used in the goodwill impairment analyses as a critical audit matter because of the significant estimates and assumptions management makes related to forecasts of revenue growth rates, future EBITDA margins, weighted average cost of capital, valuation multiples, and the terminal growth rate.

The goodwill balance for the Life Sciences reporting unit was $43 million as of December 31, 2024.

The fair value of the Life Sciences reporting unit exceeded the carrying value as of the assessment date and, therefore, no impairment was recognized.

We identified the fair value estimate used in the Life Sciences reporting unit goodwill impairment assessment as a critical audit matter because of the significant estimates and assumptions management makes related to forecasts of revenue growth rates, future EBITDA margins, weighted average cost of capital, valuation multiples, and the terminal growth rate.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures for the impairment analysis related to the forecasts of revenue growth rates, future EBITDA margins, weighted average cost of capital and the terminal growth rate included the following, among others:

• We tested the effectiveness of internal control activities over the goodwill fair value estimate, including those over the inputs, assumptions, and calculations.

Our audit procedures for the impairment assessment related to the forecasts of revenue growth rates, future EBITDA margins, weighted average cost of capital and the terminal growth rate included the following, among others:

• We tested the effectiveness of internal controls over the goodwill impairment assessment, including those over the inputs, assumptions, and calculations used in determining the fair value of the reporting unit.

• We evaluated the reasonableness of management’s forecasts of revenue growth rates and future EBITDA margins by comparing the forecasts to:

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Current industry, market and economic trends.

• We performed a sensitivity analysis of certain assumptions such as revenue growth rates, future EBITDA margins, weighted average cost of capital, valuation multiples, and the terminal growth rate to evaluate the potential change in the fair value resulting from changes in underlying assumptions.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the weighted average cost of capital, valuation multiples, and the terminal growth rate by:

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Testing the source information underlying the determination of the terminal growth rate and testing the mathematical accuracy of the calculations.

/s/ Deloitte & Touche LLP

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Paid-in capital 663,770 677,660

Retained earnings (accumulated deficit) 4,230 ( 36,130 )

Retained earnings 21,670 4,230

Accumulated other comprehensive income (loss) ( 18,550 ) 650

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Interest expense ( 19,560 ) ( 15,920 ) ( 14,110 )

Debt financing and related expenses — — ( 10,520 )

Other income (expense), net 2,410 1,070 2,720

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Provision for losses on accounts receivable ( 1,000 ) 2,450 —

Debt financing and related expenses — — 10,520

Change in legacy liability estimate — 5,590 1,450

Change in asbestos liability estimate 5,510 — 5,590

Change in environmental liability estimate 3,340 — —

Increase in receivables ( 20,520 ) ( 5,520 ) ( 6,650 )

Increase in inventories ( 21,200 ) ( 7,070 ) ( 6,970 )

Decrease in prepaid expenses and other assets 4,760 6,120 5,030

(Increase) decrease in prepaid expenses and other assets ( 2,340 ) 4,760 6,120

Increase (decrease) in accounts payable and accrued liabilities 560 ( 14,520 ) ( 29,130 )

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Cross-currency swap terminations ( 3,760 ) ( 3,370 ) 26,230

Settlement of foreign currency exchange forward contract 3,760 — —

Net proceeds from dispositions of property and equipment 4,000 480 28,790

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Cash Flows from Financing Activities:

Retirement of senior notes — — ( 300,000 )

Proceeds from issuance of senior notes — — 400,000

Proceeds from borrowings on revolving credit facilities 308,930 117,990 12,000

Repayments of borrowings on revolving credit facilities ( 307,580 ) ( 117,430 ) ( 12,000 )

Debt financing fees and senior notes redemption premium — — ( 13,570 )

Payments to purchase common stock ( 19,270 ) ( 18,780 ) ( 36,920 )

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Other financing activities ( 2,330 ) ( 3,320 ) —

Net cash provided by (used for) financing activities ( 30,940 ) ( 46,180 ) 11,750

Net cash used for financing activities ( 28,640 ) ( 30,940 ) ( 46,180 )

Cash and Cash Equivalents:

Increase (decrease) for the year ( 77,200 ) ( 28,650 ) 66,790

Decrease for the year ( 11,820 ) ( 77,200 ) ( 28,650 )

At beginning of year 34,890 112,090 140,740

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Net income — — 66,170 — 66,170

Other comprehensive income — — — 5,850 5,850

Other comprehensive loss — — — ( 8,850 ) ( 8,850 )

Purchase of common stock ( 10 ) ( 36,910 ) — — ( 36,920 )

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Net income — — 40,360 — 40,360

Other comprehensive loss — — — ( 8,850 ) ( 8,850 )

Other comprehensive income — — — 9,270 9,270

Purchase of common stock ( 10 ) ( 18,770 ) — — ( 18,780 )

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Net income — — 24,250 — 24,250

Other comprehensive income — — — 9,270 9,270

Other comprehensive loss — — — ( 19,200 ) ( 19,200 )

Purchase of common stock — ( 19,090 ) ( 180 ) — ( 19,270 )

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New Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires enhanced jurisdictional disclosures for income taxes paid and requires the use of specific categories in the effective tax rate reconciliation as well as additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is in the process of assessing the impact of adoption on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires disclosure of significant segment expenses and other segment items by reportable segment on an annual and interim basis, the title and position of chief operating decision maker ("CODM") and how the CODM uses reported measures in assessing segment performance, and also extends the requirement of annual disclosures currently required by Topic 280 to interim periods.

The Company adopted ASU 2023-07 in the fourth quarter of 2024.

The standard relates to financial statement disclosure only and did not have an impact on the Company’s consolidated balance sheet, statement of income or cash flows.

See Note 20, "Segment Information," for the Company's segment disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires disclosures, in the notes to the financial statements, about the types of expenses included in certain expense captions presented on the income statement.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is in the process of assessing the impact of adoption on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company will provide the incremental disclosures in its Annual Report on Form 10-K for the year ended December 31, 2025.

Summary of Significant Accounting Policies

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Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods.

Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated fair value of contingent consideration resulting from business combinations, estimated future unrecoverable lease costs, reserves for asbestos and ordinary course litigation, assets and obligations related to employee benefits and estimated unrecognized tax benefits.

Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated fair value of contingent consideration resulting from business combinations, estimated future unrecoverable lease costs, reserves for asbestos and ordinary course litigation, environmental liabilities, assets and obligations related to employee benefits and estimated unrecognized tax benefits.

Actual results may differ from such estimates and assumptions.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash and Cash Equivalents.

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The Company does not believe that significant credit risk exists due to its diverse customer base.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method.

Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost.

Pre-production costs related to long-term supply arrangements .

Engineering, research and development, and other pre-production design and development costs for products sold on long-term supply arrangements are expensed as incurred unless the Company has a contractual guarantee for reimbursement from the customer.

If a contractual guarantee for reimbursement exists, unbilled customer-owned tooling costs are recorded as an asset within other prepaid expenses and other current assets.

Costs for molds, dies and other tools owned by the Company to produce products under long-term supply arrangements are recorded at cost within property and equipment, net and amortized in to cost of sales over the shorter of the term of the arrangement or over the estimated useful lives of the assets, which is generally three to 15 years.

Property and Equipment.

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For purposes of the Company's 2024 goodwill impairment test, the Company had six reporting units, four of which had goodwill, within its three reportable segments.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company begins its goodwill reviews by conducting a qualitative assessment, considering relevant events and circumstances that affect the fair value or carrying value of a reporting unit.

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Each of these factors is considered by management in reaching its conclusion about whether a quantitative goodwill impairment test is necessary to estimate the fair value of its reporting units.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

If the Company concludes that conducting a quantitative assessment is required or if the Company elects the option to bypass the qualitative assessment, the Company determines the fair value of the reporting unit being evaluated utilizing a combination of two valuation techniques:

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See Note 7, " Goodwill and Other Intangible Assets ," for further details regarding the Company's indefinite-lived intangible asset impairment testing.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

High Deductible Insurance.

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Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pension Plans.

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Sales and other consumption taxes the Company collects from customers and remits to government agencies are excluded from revenue.

The Company accounts for freight and shipping costs that occur after control of the related goods transfer to the customer as a fulfillment cost within cost of sales.

The Company elected to account for freight and shipping costs that occur after control of the related goods transfer to the customer as a fulfillment cost rather than an additional performance obligation.

Freight and shipping costs charged to customers are included within net sales and freight and shipping costs incurred are included within cost of sales, all within the accompanying consolidated statement of income.

The nature and timing of the Company's revenue transactions are similar, as substantially all revenue is based on point-in-time transactions with customers under industry-standard payment terms.

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costs related to the advertising, sale, marketing and distribution of the Company's products, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income Taxes.

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See Note 21, " Income Taxes ," for further information.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency Translation.

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dollars are deferred as a component of accumulated other comprehensive income (loss) ("AOCI") in the consolidated statement of shareholders' equity.

The impact of net foreign currency transactions was a gain of $ 0.3 million and $ 0.7 million for the years ended December 31, 2023 and 2022, respectively, and a loss of $ 0.9 million for the year ended December 31, 2021, and are included in other income (expense), net in the accompanying consolidated statement of income.

The impact of net foreign currency transactions was a loss of $ 1.3 million, gain of $ 0.3 million, and gain of $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in other income (expense), net in the accompanying consolidated statement of income.

Derivative Financial Instruments.

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If a derivative is designated as a cash flow hedge, the changes in the fair value of the derivative is recognized as a component of other comprehensive income (loss) until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring.

If a derivative is designated as a net investment hedge, then the changes in the fair value of the derivative is recognized in other comprehensive income (loss) and will be subsequently reclassified to earnings when the hedged net investment is either sold or substantially liquidated.

If a derivative is designated as a net investment hedge, such as the Company's cross-currency swaps, then the changes in the fair value of the derivative is recognized in other comprehensive income (loss) and will be subsequently reclassified to earnings when the hedged net investment is either sold or substantially liquidated.

Net interest payments received on cross-currency swaps are recognized in interest expense in the accompanying consolidated statement of income and are generally classified within operating cash flows in the accompanying consolidated statement of cash flows.

If a cross-currency swap is deemed to contain an other-than-insignificant financing element, then the cash flows related to the instrument are classified as financing activities in the accompanying consolidated statement of cash flows.

The Company formally documents hedging relationships for its derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions.

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The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value due to the short maturity of these instruments.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Business Combinations.

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The relief-from-royalty and excess earnings method are both income approaches that utilize key assumptions such as forecasts of revenue and expenses over an extended period of time, royalty rate percentages, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-based Compensation.

The Company recognizes compensation expense related to equity awards based on their fair values as of the grant date.

For awards with only a service condition, expense is recognized ratably over the vesting period.

For awards with only a service condition, awards granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and awards granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company.

Compensation expense for awards granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period.

Performance-based equity awards may have targets tied to performance and/or market-based conditions.

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Other comprehensive income (loss) is comprised of foreign currency translation adjustments, amortization of prior service costs and unrecognized gains and losses in actuarial assumptions for pension and postretirement plans and changes in unrealized gains and losses on derivative instruments.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023 Acquisitions

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On July 10, 2023, the Company made a cash payment of $ 5.5 million as additional consideration for the purchase of Weldmac based on achievement of earnings targets, as defined in the purchase agreement.

The remaining possible contingent consideration ranges from zero to $ 4.5 million, based on achievement of 2023 earnings targets, as defined in the purchase agreement.

At December 31, 2023, the Company believes it is probable the maximum contingent consideration will be earned.

On October 25, 2024, the Company reached an agreement with the Weldmac sellers to pay $ 2.25 million as final contingent consideration for the Weldmac acquisition and made a cash payment during the fourth quarter of 2024.

The settlement resulted in a $ 2.25 million gain on the reversal of the contingent consideration liability, which was recognized in other income (expense), net on the consolidated statement of income.

On February 1, 2023, the Company acquired Aarts Packaging B.V.

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Intertech, which is reported in the Company's Packaging segment, has two manufacturing facilities located in the Denver, Colorado area.

2021 Acquisitions

On December 17, 2021, the Company acquired Omega Plastics ("Omega"), which specializes in manufacturing custom components and devices for drug delivery, diagnostic and orthopedic medical applications, as well as components for industrial applications, for an aggregate amount of $ 22.5 million, net of cash acquired.

Omega, which is reported in the Company's Packaging segment, is located in Clinton Township, Michigan.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On December 5, 2021, the Company acquired TFI Aerospace ("TFI"), a manufacturer and supplier of specialty fasteners used in a variety of applications, predominately for the aerospace end market, for an aggregate amount of $ 11.8 million, with additional contingent consideration ranging from zero to $ 12.0 million to be paid based future earnings as defined in the purchase agreement.

On the acquisition date, the Company recorded $ 3.7 million as its best estimate of fair value of the additional contingent consideration, with such estimate based on Level 3 inputs under the fair value hierarchy, as defined.

TFI, which is reported in the Company's Aerospace segment, is located near Toronto, Canada.

Based on a detailed fourth quarter 2022 review of TFI's updated forecasted operating results, the Company determined the likelihood of the contingent consideration being paid was remote, and therefore reversed the liability, with such adjustment being included in other income (expense), net, in the accompanying consolidated statement of income.

Realignment Actions

2024 Realignment Actions

During 2024, the Company incurred pre-tax realignment charges of $ 0.9 million in its Packaging segment, related to the closure of its facility in Irwindale, California.

During 2024, $ 0.5 million and $ 0.4 million of these charges were included in cost of sales and selling, general and administrative expenses, respectively, in the accompanying consolidated statement of income.

2023 Realignment Actions

During 2023, the Company incurred realignment charges in its Packaging segment, related to the closure and consolidation of two manufacturing facilities located in China into one new, larger facility in the Haining region, and for costs incurred to close and consolidate its Rohnert Park, California, manufacturing facility operations into other existing U.S.

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During 2023, $ 9.4 million and $ 0.9 million of these charges were included in cost of sales and selling, general and administrative expenses, respectively, in the accompanying consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2022 Realignment Actions

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During 2022, $ 2.8 million of these charges were included in cost of sales, $ 2.0 million of these charges were included in selling, general and administrative expenses and $ 0.2 million of these charges were included in net gain (loss) on dispositions of assets in the accompanying consolidated statement of income.

2021 Realignment Actions

During 2021, the Company executed certain realignment actions in response to reductions in current and expected future end market demand.

First, the Company closed its Packaging segment's Union City, California, manufacturing facility, consolidating the operation into its Indianapolis, Indiana, and Woodridge, Illinois, facilities.

The Company also realigned its Aerospace segment footprint, consolidating certain activities previously in its Stanton, California, facilities into its Tolleson, Arizona, facility.

In addition, the Company also reorganized its corporate office legal and finance groups.

The Company recorded pre-tax realignment charges of $ 9.7 million, of which $ 3.5 million related to facility consolidations and $ 6.2 million were for employee separation costs.

As of December 31, 2021, $ 2.4 million of the employee separation costs had been paid.

During 2021, $ 4.1 million of these charges were included in cost of sales and $ 5.6 million were included in selling, general and administrative expenses, respectively, in the accompanying consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the Company’s disaggregated net sales by primary market served (dollars in thousands):

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Goodwill and Other Intangible Assets

The Company performed a quantitative assessment as part of its 2023 annual impairment test (October 1 annual test date) for all reporting units with goodwill after electing the option to bypass the qualitative assessment.

The Company performed a qualitative assessment as part of its 2024 annual impairment tests (October 1 annual test date) for all reporting units except the packaging-related Life Sciences reporting unit, for which the Company elected to perform a quantitative assessment.

The qualitative assessment included a review of the Company’s market capitalization.

Based on results of the qualitative assessment for the 2024 annual impairment test, the Company determined there were no indications that the fair value of a reporting unit was less than its carrying value;

therefore, the Company determined that quantitative goodwill impairment tests were not required for all reporting units included in the qualitative assessment.

The Company performed a quantitative assessment as part of its 2024 annual impairment test (October 1 annual test date) for the Life Sciences reporting unit within the Packaging segment, and in 2023 for all reporting units with goodwill after electing the option to bypass the qualitative assessment.

In preparing the quantitative analysis, the Company utilized both income and market-based approaches.

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The market-based approach considered comparable publicly traded companies and transactions within the industries where the Company's reporting units participate, and applied their valuation multiples to management's forecast estimates.

Based on results of the 2024 quantitative assessment, the Company determined there were no indications that the fair value of the Life Sciences reporting unit was less than its carrying value.

The Company notes that a 1% increase in the weighted average cost of capital would have resulted in a goodwill impairment charge of approximately $ 7 million, while a 0.5% decrease in the terminal growth rate would have resulted in a goodwill impairment charge of approximately $ 2 million.

If the future financial results of the Life Sciences reporting unit significantly differ from the assumptions inherent in this analysis, the Company may be subject to an impairment charge.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Based on results of the quantitative assessment for the 2023 annual impairment test, the Company determined there were no indications that the fair value of a reporting unit was less than its carrying value.

The Company performed a qualitative assessment as part of its 2022 and 2021 annual impairment tests (October 1 annual test date) for all reporting units, which included a review of the Company’s market capitalization.

Based on results of the qualitative assessments for the 2022 and 2021 annual impairment tests, the Company determined there were no indications that the fair value of a reporting unit was less than its carrying value;

therefore, the Company determined that quantitative goodwill impairment tests were not required.

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 are as follows (dollars in thousands):

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Balance, December 31, 2023 $ 287,350 $ 69,860 $ 6,560 $ 363,770

Goodwill from acquisitions 20,420 — — 20,420

Foreign currency translation and other ( 6,850 ) ( 560 ) — ( 7,410 )

Balance, December 31, 2024 $ 280,500 $ 69,300 $ 6,560 $ 356,360

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Intangible Assets

For the purposes of the Company's 2024 annual indefinite-lived intangible asset impairment test (as of October 1), the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of the indefinite-lived intangible assets were less than the carrying values for all indefinite-lived intangible assets except those for the Life Sciences reporting unit within the Packaging segment, for which the Company elected to perform a quantitative assessment.

Based on the qualitative assessment performed, the Company did not believe that it is more likely than not that the fair values of each of its indefinite-lived intangible assets were less than the carrying values;

therefore, a fair value calculation of the indefinite-lived intangible assets was not required for the 2024 annual indefinite-lived intangible asset impairment test for all indefinite-lived intangible assets included in the qualitative assessment.

The Company performed a quantitative assessment as part of its 2024 annual indefinite-lived intangible asset impairment test (as of October 1) for the indefinite-lived intangible assets for the Life Sciences reporting unit within the Packaging segment after electing the option to bypass the qualitative assessment.

Significant management assumptions used under the relief-from-royalty method reflected the Company's current assessment of the risks and uncertainties associated with the cash flows of the respective underlying indefinite-lived intangible assets and represent Level 3 inputs under the fair value hierarchy.

Upon completion of the 2024 quantitative impairment test, the Company determined that one of the Life Sciences trade names had a carrying value that exceeded its fair value, and therefore recorded an impairment charge of $ 0.2 million.

For the purpose of the Company's 2023 annual indefinite-lived intangible asset impairment test (as of October 1), the Company elected the option to bypass the qualitative assessment and performed a quantitative assessment for all of its indefinite-lived intangible assets except for the Aarts trade name, using the relief-from-royalty method.

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Upon completion of the 2023 quantitative impairment test, the Company determined that one of the Company's aerospace-related trade names had a carrying value that exceeded its fair value, and therefore recorded an impairment charge of $ 1.1 million.

For the purposes of the Company's 2022 and 2021 annual indefinite-lived intangible asset impairment tests (as of October 1), the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of the indefinite-lived intangible assets were less than the carrying values.

For the purposes of the Company's 2022 annual indefinite-lived intangible asset impairment test (as of October 1), the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of the indefinite-lived intangible assets were less than the carrying values.

therefore, a fair value calculation of the indefinite-lived intangible assets was not required for the 2022 and 2021 annual indefinite-lived intangible asset impairment tests.

therefore, a fair value calculation of the indefinite-lived intangible assets was not required for the 2022 annual indefinite-lived intangible asset impairment test.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The gross carrying amounts and accumulated amortization of the Company's other intangibles as of December 31, 2024 and 2023 are summarized below (dollars in thousands):

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Total amortization expense $ 16,800 $ 18,180 $ 19,100

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Estimated amortization expense for the next five fiscal years beginning after December 31, 2024 is as follows (dollars in thousands):

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Total inventories $ 209,190 $ 192,450

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property and Equipment, Net

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Total depreciation expense $ 48,120 $ 39,410 $ 34,120

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2024, following a strategic profitability study of our cylinders products, the Company ceased use of certain machinery and equipment, resulting in accelerated depreciation expense of $ 8.2 million due to the shortening of the assets' expected useful lives within the Company's Specialty Products segment.

Accrued Liabilities

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Derivatives liability — 6,510

Deferred revenue 7,360 2,610

Other 24,620 28,280

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4.125% Senior Notes due April 2029 $ 400,000 $ 400,000

Credit Agreement 1,500 —

Debt issuance costs ( 3,380 ) ( 4,340 )

Long-term debt, net $ 398,120 $ 395,660

Senior Notes due 2029

In March 2021, the Company issued $ 400.0 million aggregate principal amount of 4.125 % senior notes outstanding due April 15, 2029 ("2029 Senior Notes") at par value in a private placement under Rule 144A of the Securities Act of 1933, as amended ("Securities Act").

The Company used the proceeds from the 2029 Senior Notes offering to pay fees and expenses of $ 5.1 million related to the offering and pay fees and expenses of $ 1.1 million related to amending its existing credit agreement.

In connection with the issuance, the Company completed the redemption of its outstanding 4.875 % senior notes due October 15, 2025 ("2025 Senior Notes"), paying $ 300.0 million to retire the outstanding principal amount plus $ 7.3 million as a redemption premium.

The remaining cash proceeds from the 2029 Senior Notes were used for general corporate purposes, including repaying all outstanding revolving credit facility borrowings.

The $ 5.1 million of fees and expenses related to the 2029 Senior Notes were capitalized as debt issuance costs, while the $ 7.3 million redemption premium, as well as $ 3.0 million of unamortized debt issuance costs associated with the 2025 Senior Notes, were included in debt financing and related expenses in the accompanying consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has $ 400.0 million aggregate principal amount of 4.125 % senior notes outstanding due April 15, 2029 ("Senior Notes").

The Senior Notes accrue interest at a rate of 4.125 % per annum, payable semi-annually in arrears on April 15 and October 15.

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The Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and effectively subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Prior to April 15, 2024, the Company may redeem up to 40 % of the principal amount of the 2029 Senior Notes at a redemption price of 104.125 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more equity offerings provided that each such redemption occurs within 90 days of the date of closing of each such equity offering.

In addition, prior to April 15, 2024, the Company may redeem all or part of the 2029 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium.

On or after April 15, 2024, the Company may redeem all or part of the 2029 Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:

The Company may redeem all or part of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:

Year Percentage

2 unchanged sentences

2026 and thereafter 100.000 %

Senior Notes due 2025

In September 2017, the Company issued $ 300.0 million aggregate principal amount of its 2025 Senior Notes at par value in a private placement under Rule 144A of the Securities Act.

During the second quarter of 2021, and in connection with the issuance of the 2029 Senior Notes, the Company redeemed all of the outstanding 2025 Senior Notes, as permitted under the indenture, at a price of 102.438 % of the principal amount.

Credit Agreement

In March 2021, the Company amended its existing credit agreement ("Credit Agreement") in connection with the issuance of the 2029 Senior Notes to extend the maturity date.

The Company incurred fees and expenses of $ 1.1 million related to the amendment, all of which was capitalized as debt issuance costs.

The Company also recorded $ 0.2 million of non-cash expense related to the write-off of previously capitalized deferred financing fees.

The Credit Agreement consists of a $ 300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $ 125.0 million sub limit, maturing on March 29, 2026 .

In November 2021 and April 2023, the Company amended the Credit Agreement to replace LIBOR.

As of December 31, 2023, the Credit Agreement is subject to benchmark interest rates that are based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average and Euro borrowings subject to the Euro InterBank Offered Rate, both plus a spread of 1.625 %, and U.S.

The Company is party to a credit agreement ("Credit Agreement") consisting of a $ 300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $ 125.0 million sub limit, maturing on March 29, 2026 .

In April 2023, the Company amended the Credit Agreement to replace LIBOR.

As of December 31, 2024, monthly borrowings under the Credit Agreement are subject to benchmark interest rates that are based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average and Euro borrowings subject to the Euro InterBank Offered Rate, both plus a spread of 1.75 %, and U.S.

dollar borrowings subject to the Secured Overnight Financing Rate plus a spread of 1.85 %.

3 unchanged sentences

The Company's revolving credit facility allows for the issuance of letters of credit, not to exceed $ 40.0 million in aggregate.

At December 31, 2023, the Company had no amounts outstanding under its revolving credit facility and had $ 294.0 million potentially available after giving effect to $ 6.0 million of letters of credit issued and outstanding.

At December 31, 2024, the Company had $ 1.5 million outstanding under its revolving credit facility and had $ 292.2 million potentially available after giving effect to $ 6.3 million of letters of credit issued and outstanding.

After consideration of leverage restrictions contained in the Credit Agreement, as of December 31, 2023, the Company had $ 256.9 million of borrowing capacity available for general corporate purposes.

The Company's borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of December 31, 2022.

After consideration of leverage restrictions contained in the Credit Agreement, as of December 31, 2024 and 2023, the Company had $ 216.7 million and $ 256.9 million, respectively, of borrowing capacity available for general corporate purposes.

TRIMAS CORPORATION

14 unchanged sentences

Future Maturities

Thereafter 400,000

Total $ 401,500

5 unchanged sentences

4.125% Senior Notes due April 2029 $ 400,000 $ 365,000 $ 400,000 $ 364,000

Revolving credit facility 1,500 1,500 — —

Debt Issuance Costs

11 unchanged sentences

At inception, the Company designates its cross-currency swaps as net investment hedges.

In July 2022, the Company entered into cross-currency swap agreements at notional amounts declining from $ 150.0 million to $ 75.0 million over contract periods ending on October 15, 2023, and April 15, 2024.

Under the terms of the agreements, the Company is to receive net interest payments at fixed rates of approximately 2.4 % to 2.6 % of the notional amounts.

As of December 31, 2023, the notional amount of these cross-currency swaps was $ 75.0 million.

In July 2022, immediately prior to entering into the new cross-currency swap agreements, the Company terminated its existing cross-currency swap agreements, de-designated the swaps as net investment hedges and received $ 26.2 million of cash, which was classified as an investing activity in the accompanying consolidated statement of cash flows.

The cross-currency swap agreements had notional amounts totaling $ 250.0 million, which declined to $ 25.0 million over various contract periods ending between October 15, 2023 and October 15, 2027.

Under the terms of the agreements, the Company was to receive net interest payments at fixed rates ranging from approximately 0.8 % to 2.9 % of the notional amounts.

In June 2024, the Company entered into a cross-currency swap agreement effective as of June 27, 2024, with a notional amount of $ 75.0 million and a contract period end date of October 15, 2027.

Under the terms of the agreement, the Company is to receive net interest payments at a fixed rate of approximately 1.43 % of the notional amount.

At inception, the cross-currency swap was designated as a net investment hedge.

In February 2024, the Company entered into a cross-currency swap agreement effective as of April 15, 2024, with a notional amount of $ 75.0 million and a contract period end date of April 15, 2029.

Under the terms of the agreement, the Company is to receive net interest payments at a fixed rate of approximately 1.06 % of the notional amount.

At inception, the cross-currency swap was designated as a net investment hedge.

At designation, the cross currency swap had an inception date non-zero fair value equal to a $ 4.9 million liability, which offset the inception date non-zero fair value of a $ 75.0 million foreign currency exchange forward contract entered into on the same date.

The non-zero fair value of the cross currency swap was recognized in other income (expense), net in the consolidated statement of income during the year ended December 31, 2024.

In February 2024, immediately prior to entering into the new cross-currency swap agreement, the Company voluntarily discontinued hedge accounting for its existing cross-currency swap agreement, de-designating the swap as a net investment hedge.

The de-designated agreement had a notional amount of $ 75.0 million and a contract period end date of April 15, 2024.

Under the terms of the agreement, the Company received net interest payments at a fixed rate of approximately 2.4 % of the notional amount.

At contract settlement, the cross currency swap agreement had a fair value equal to a $ 3.8 million liability, which was offset by the settlement of the $ 75.0 million foreign currency exchange forward contract that ended on the same date, both of which were classified as an investing activity in the accompanying consolidated statement of cash flows.

As of December 31, 2024 and 2023, the fair value carrying amount of the Company's derivatives designated as hedging instruments are recorded as follows (dollars in thousands):

7 unchanged sentences

in AOCI on Derivative

(net of tax) Location of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from

(net of tax) Location of Income (Loss) Reclassified from AOCI into Earnings Amount of Income (Loss) Reclassified from

AOCI into Earnings

4 unchanged sentences

Over the next 12 months, the Company does no t expect to reclassify any pre-tax deferred amounts from AOCI into earnings.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivatives Not Designated as Hedging Instruments

5 unchanged sentences

therefore, gains and losses on these contracts are recognized each period directly into the consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the effects of derivatives not designated as hedging instruments on the Company's consolidated statement of income (dollars in thousands):

6 unchanged sentences

Foreign exchange contracts Other income (expense), net $ 8,590 $ ( 1,880 ) $ 1,540

Cross-currency swaps Other income (expense), net 810 — —

Fair Value of Derivatives

28 unchanged sentences

__________________________

(a) Finance leases were recorded net of accumulated depreciation of $ 0.2 million as of December 31, 2023.

(a) Finance leases were recorded net of accumulated depreciation of $ 0.4 million and $ 0.2 million as of December 31, 2024 and 2023, respectively.

The components of lease expense are as follows (dollars in thousands):

13 unchanged sentences

2027 8,020 690

2027 7,540 700

Thereafter 11,880 —

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Other environmental laws and regulations require the obtainment and compliance with environmental permits.

To date, costs of complying with environmental, health and safety requirements have not been material.

However, the nature of the Company's operations and the long history of industrial activities at certain of the Company's current or former facilities, as well as those acquired, could potentially result in material environmental liabilities.

The Company is responsible for environmental remediation at currently or previously owned facilities and waste sites, including sites defined under the Comprehensive Environmental Response, Compensation, and Liability Act, commonly referred to as “Superfund” for which the Company has been named a potential responsible party.

During the year ended December 31, 2024, the Company recorded pre-tax charges of $ 3.6 million within selling, general and administrative expenses in the accompanying consolidated statement of income related to environmental remediation costs.

As of December 31, 2024, the Company’s total environmental remediation obligation was $ 3.3 million.

The accrual is primarily based on environmental cost estimates provided by third parties and represents the best estimate of the Company’s proportionate share of costs to be incurred for site remediation efforts.

Actual costs incurred resulting from the ultimate resolution of these uncertainties could exceed the amount accrued.

While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company's business, capital expenditures or financial position.

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In addition, the Company acquired various companies to distribute its products that had distributed gaskets of other manufacturers prior to acquisition.

The Company believes that many of the pending cases relate to locations at which none of its gaskets were distributed or used.

The Company may be subjected to significant additional asbestos-related claims in the future, and will aggressively defend or reasonably resolve, as appropriate.

11 unchanged sentences

Based on the settlements made to date and the number of claims dismissed or withdrawn for lack of product identification, the Company believes that the relief sought (when specified) does not bear a reasonable relationship to its potential liability.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company accrues for all asbestos-related future defense costs for both known and unknown claims, which the Company believes are reasonably estimable.

1 unchanged sentence

In 2022, the Company commissioned its actuary to update the asbestos study based on data as of September 30, 2022.

The Company recorded a non-cash, pre-tax charge of $ 1.5 million to increase the liability estimate to $ 28.2 million, at the low-end of the range of the 2021 study.

In 2022, the Company commissioned its actuary to update the asbestos study based on data as of September 30, 2022, which yielded a range of possible future liability of $ 29.6 million to $ 39.5 million.

The Company did not believe any amount within the range of potential outcomes represented a better estimate than another given the many factors and assumptions inherent in the projections, and therefore recorded a non-cash, pre-tax charge of $ 5.6 million to increase the liability estimate to $ 29.6 million, at the low-end of the range.

The Company recorded a pre-tax charge of $ 5.6 million to increase the liability estimate to $ 29.6 million, at the low-end of the range of the 2022 study.

In 2024, the Company commissioned its actuary to update the asbestos study based on data as of May 31, 2024, which yielded a range of possible future liability of $ 31.0 million to $ 39.8 million, before consideration of any potential insurance recoveries.

The Company did not believe any amount within the range of potential outcomes represented a better estimate than another given the many factors and assumptions inherent in the projections, and therefore recorded a pre-tax charge of $ 5.5 million to increase the liability estimate to $ 31.0 million, at the low-end of the range.

As of December 31, 2024, the Company’s total asbestos-related liability was $ 29.7 million.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s primary insurance, which covered approximately 40 % of historical costs related to settlement and defense of asbestos litigation, expired in November 2018, upon which the Company became solely responsible for defense costs and indemnity payments.

2 unchanged sentences

The Company will continue to be solely responsible for defense costs and indemnity payments prior to the commencement of coverage under this agreement, the duration of which would be subject to the scope of damage awards and settlements paid.

Based upon the Company’s review of the actuarial study, the Company does not believe it is probable that it will reach the threshold of qualified future settlements required to commence excess carrier insurance coverage under the coverage-in-place agreement.

Based upon the Company’s review of the most recent actuarial study, the Company believes it will reach the threshold of qualified future settlements required to commence excess carrier insurance coverage under the coverage-in-place agreement in 2025.

As of December 31, 2024, the Company has not recognized an asbestos-related insurance recovery asset corresponding to its asbestos-related liability.

The Company will continue to reassess its estimate of insurance recoveries and corresponding accounting for any such recoveries as the facts and circumstances change.

Based upon the Company's experience to date, including the trend in annual defense and settlement costs incurred to date, and other available information (including the availability of excess insurance), the Company does not believe these cases will have a material adverse effect on its financial position, results of operations, or cash flows.

8 unchanged sentences

and union hourly employees participate in defined benefit pension plans.

Plan Assets, Expenses and Obligations

During the fourth quarter 2024, the Company entered into a buy-in contract with a third party insurer for the Company’s United Kingdom defined benefit obligations.

The buy-in insurance contract covers substantially all future benefit plan payments for the U.K plan.

The primary benefit obligation remains with the Company and the insurance contract remains an asset of the U.K.

pension plan.

The insurance contract is classified as a Level 3 investment and is valued on an insurer pricing basis based on the purchase price adjusted for changes in discount rates and other actuarial assumptions, which approximates fair value.

The buy-in arrangement is a precursor to a possible future conversion into a buy-out arrangement where the insurance company would assume full responsibility for the U.K.

pension plan pension obligations, at which time the Company would derecognize the assets and liabilities of the pension plan and realize a settlement charge as a component of the net periodic pension cost.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Plan Assets, Expenses and Obligations

Net periodic pension benefit expense recorded in the Company's consolidated statement of income for defined benefit pension plans include the following components (dollars in thousands):

6 unchanged sentences

Amortization of net loss 190 120 570

Net periodic benefit expense (a)

Net periodic benefit expense (income) (a)

$ ( 40 ) $ 780 $ 710

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Management believes this yield curve removes the impact of including additional required corporate bond yields (potentially considered in the above-median curve) resulting from the uncertain economic climate that does not necessarily reflect the general trend in high-quality interest rates.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Weighted average assumptions used in accounting for the non-U.S.

6 unchanged sentences

Expected long-term rate of return on plan assets 5.80 % 6.60 % 4.20 %

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following provides a reconciliation of the changes in the Company's defined benefit pension plans' projected benefit obligations and fair value of assets for each of the years ended December 31, 2024 and 2023 and the funded status as of December 31, 2024 and 2023 (dollars in thousands):

4 unchanged sentences

Interest cost ( 1,300 ) ( 1,290 )

Participant contributions — ( 10 )

Actuarial (loss) gain (a)

9 unchanged sentences

Employer contributions 1,340 1,260

Participant contributions — 10

Benefit payments ( 1,690 ) ( 1,300 )

5 unchanged sentences

__________________________

(a) The actuarial loss for the year ended December 31, 2023 was primarily due to changes in demographic assumptions as well as a decrease in the discount rate utilized in measuring the projected benefit obligations, partially offset by experience gains.

The actuarial gain for the year ended December 31, 2022 was primarily due to an increase in the discount rate utilized in measuring the projected benefit obligations, partially offset by experience losses.

(a) The actuarial loss for the year ended December 31, 2024 was driven by a loss due to changes in financial assumptions and experience loss in the Non-U.S more than offsetting gains from an increase in the discount rate and demographic experience in the U.S.

The actuarial loss for the year ended December 31, 2023 was primarily due to changes in demographic assumptions as well as a decrease in the discount rate utilized in measuring the projected benefit obligations, partially offset by experience gains.

projected benefit obligations were $ 12.5 million and $ 13.2 million at December 31, 2024 and 2023, respectively.

4 unchanged sentences

plan assets was $ 15.6 million and $ 18.3 million at December 31, 2024 and 2023, respectively .

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pension Benefit

4 unchanged sentences

Net asset (liability) recognized at December 31 $ ( 1,340 ) $ 330

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pension Benefit

34 unchanged sentences

Fixed income 50 % 48 % 38 % — % — % 99 %

Diversified growth (a)

— % — % — % — % — % 19 %

Insurance contracts — % — % — % 90 % 91 % — %

Cash and other 3 % 4 % 2 % 10 % 9 % 1 %

Total 100 % 100 % 100 % 100 % 100 % 100 %

________________________________________

(a) Diversified growth funds invest in a broad range of asset classes including equities, investment grade and high yield bonds, commodities, property, private equity, infrastructure and currencies.

Actual allocations to each asset vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the level under the fair value hierarchy (see Note 3, " Summary of Significant Accounting Policies ") that the Company's pension plan assets are measured, on a recurring basis as of December 31, 2023 (dollars in thousands):

As of December 31, 2024

Total Level 1 Level 2 Level 3

3 unchanged sentences

Cash and cash equivalents 1,870 1,870 — —

Insurance contracts 14,240 — — 14,240

Plan assets measured at net asset value (a)

Common/collective trusts

Fixed income 5,000

Total $ 26,130 $ 6,890 $ — $ 14,240

As of December 31, 2023

Total Level 1 Level 2 Level 3

Plan assets subject to leveling

Investment funds

Equity securities $ 5,720 $ 5,720 $ — $ —

Cash and cash equivalents 200 200 — —

Plan assets measured at net asset value (a)

Investment funds

Fixed income 21,710

4 unchanged sentences

The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the fair value of plan assets.

The following table provides a reconciliation of changes in Level 3 plan assets for the period ended December 31, 2024 (dollars in thousands):

Level 3 Assets

Balance at beginning of period $ —

Gain (loss) ( 430 )

Purchases 14,670

Balance at end of period $ 14,240

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following years (dollars in thousands):

10 unchanged sentences

• Granted 32,544 , 27,560 and 22,554 RSUs, respectively, to its non-employee independent directors, which vest one year from date of grant so long as the director and/or Company does not terminate their service prior to the vesting date;

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

• Issued 4,581 , 3,317 and 337 RSUs, respectively, related to director fee deferrals as certain of the Company's directors elected to defer all or a portion of their directors fees and to receive the amount in Company common stock at a future date;

2 unchanged sentences

• Granted 8,912 RSUs to certain employees, which are subject only to a service condition and fully vest at the end of three years so long as the employee remains with the Company.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During 2024, the Company also awarded 109,640 performance-based RSUs to certain Company key employees which vest three years from the grant date as long as the employee remains with the Company.

5 unchanged sentences

Depending on the performance achieved for these two metrics, the amount of shares earned, if any, can vary for each metric from 0 % of the target award to a maximum of 250 % of the target.

The Company awarded 95,017 of similar performance-based RSUs in 2023.

During 2022, the Company awarded 85,156 performance-based RSUs to certain key employees which vest three years from the grant date as long as the employee remains with the Company.

5 unchanged sentences

Depending on the performance achieved for these two metrics, the amount of shares earned, if any, can vary for each metric from 0 % of the target award to a maximum of 200 % of the target award.

The Company awarded 72,962 of similar performance-based RSUs in 2021.

For similar performance-based RSUs awarded in 2019 and 2020, the Company attained 65.4 % and 62.7 %, respectively, of the target on a weighted average basis, resulting in a decrease of 24,975 and 32,430 shares during 2022 and 2023, respectively.

For similar performance-based RSUs awarded in 2021, the Company did not meet the minimum performance threshold resulting in a decrease of 50,941 shares during 2024.

During 2020, the Company awarded performance-based RSUs to certain Company key employees which were earned based upon the Company's stock price performance over the period beginning January 1, 2020, and ending December 31, 2022.

1 unchanged sentence

The Company did not meet the minimum performance threshold resulting in a decrease of 86,275 shares during 2023.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Information related to restricted shares as of and for the year ended December 31, 2024 is as follows:

11 unchanged sentences

The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Earnings per Share

Net income is divided by the weighted average number of common shares outstanding during the year to calculate basic earnings per share.

The following table summarizes the dilutive effect of RSUs and options to purchase common stock:

The following table summarizes the dilutive effect of RSUs on common stock:

Year ended December 31,

2 unchanged sentences

Dilutive effect of restricted stock units 330,279 246,321 228,771

Dilutive effect of stock options — — 12,296

Weighted average common shares—diluted 41,055,993 41,685,348 42,478,015

6 unchanged sentences

Since the fourth quarter of 2021, we have declared dividends of $ 0.04 per share of common stock in each quarter, and total dividends declared and paid on common shares during 2024, 2023 and 2022 were $ 6.6 million, $ 6.7 million and $ 6.9 million, respectively.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Comprehensive Income (Loss)

4 unchanged sentences

( 2,370 ) 3,040 ( 19,960 ) ( 19,290 )

Net realized losses reclassified to net income (b)

( 690 ) — — ( 690 )

Net realized losses reclassified to net income ( 90 ) — — ( 90 )

Net current-period other comprehensive income (loss) ( 2,280 ) 3,040 ( 19,960 ) ( 19,200 )

5 unchanged sentences

See Note 12, " Derivative Instruments ," for further details.

(b) Defined benefit plans, net of income tax of $ 0.2 million.

See Note 16, " Employee Benefit Plans ," for additional details .

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes in AOCI by component for the year ended December 31, 2023, are summarized as follows, net of tax (dollars in thousands):

15 unchanged sentences

Segment Information

The Company defines its segments consistent with how internally reported financial information is regularly reviewed by the chief operating decision maker to analyze financial performance, make decisions, and allocate resources.

TriMas reports its operations in three segments:

Packaging, Aerospace and Specialty Products.

Each of these segments has discrete financial information that is regularly evaluated by TriMas' President and Chief Executive Officer (chief operating decision maker) in determining resource, personnel and capital allocation, as well as assessing strategy and performance.

The Company utilizes its proprietary TriMas Business Model as its platform, which is based upon a standardized set of processes, to manage and drive results and strategy across its multi-industry businesses.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Each of these segments has discrete financial information that is regularly evaluated by TriMas' President and Chief Executive Officer (chief operating decision maker) .

The chief operating decision maker uses segment adjusted operating profit when assessing segment performance, determining resource and capital allocation and developing overall strategic direction of the Company.

The chief operating decision maker analyzes segment adjusted operating profit on a monthly basis by comparing actual results to forecasted and budgeted expectations to assess performance.

Segment adjusted operating profit is also used in compensation related decision-making under certain employee incentive programs.

Segment adjusted operating profit is defined as operating profit excluding Special Items.

Special Items include:

realignment and severance costs;

purchase accounting charges related to the step-up of inventory to fair value;

third party costs related to the labor union strike;

mergers, acquisitions, diligence and transaction costs;

and impairment charges.

Within each of the Company's reportable segments, there are no individual products or product families for which reported net sales accounted for more than 10% of the Company's consolidated net sales.

See below for more information regarding the types of products and services provided within each reportable segment:

Packaging – TriMas' Packaging segment consists primarily of the Rieke, Affaba & Ferrari, Taplast, Rapak, Plastic Srl, Aarts Packaging, Intertech and Omega brands.

TriMas Packaging develops and manufactures a broad array of dispensing products (such as foaming pumps, lotion, hand soap and sanitizer pumps, beverage dispensers, perfume sprayers, nasal sprayers and trigger sprayers), polymeric and steel caps and closures (such as food lids, flip-top closures, child resistant caps, beverage closures, fragrance and cosmetic caps, drum and pail closures, and flexible spouts), polymeric jar products, fully integrated dispensers for fill-ready bag-in-box applications, and consumable vascular delivery and diagnostic test components, all for a variety of consumer products submarkets including, but not limited to, beauty and personal care, food and beverage, home care, and life sciences, including, but not limited to, pharmaceutical, nutraceutical, and medical, as well as industrial markets (including agricultural).

Aerospace – TriMas' Aerospace segment, which includes the Monogram Aerospace Fasteners, Allfast Fastening Systems, Mac Fasteners, TFI Aerospace, RSA Engineered Products, Martinic Engineering, and Weldmac Manufacturing Company brands, develops, qualifies and manufactures highly-engineered, precision fasteners, tubular products and assemblies for fluid conveyance, and machined products and assemblies to serve the aerospace and defense market.

Specialty Products – TriMas' Specialty Products segment, which includes the Norris Cylinder and Arrow Engine brands, designs, manufactures and distributes highly-engineered steel cylinders for use within industrial and aerospace markets, natural gas-fired engines for remote power generation applications and compression systems for use within the North American industrial oil and gas markets.

Packaging – TriMas' Packaging segment consists primarily of the Rieke, Affaba & Ferrari, Taplast, Rapak, Plastic Srl, Aarts Packaging brands, which are also marketed under the TriMas Packaging brand, as well as the Intertech and Omega brands, which are also marketed under the TriMas Life Sciences brand.

TriMas' Packaging business develops and manufactures a broad array of dispensing products (such as foaming pumps, lotion, hand soap and sanitizer pumps, beverage dispensers, perfume sprayers, nasal sprayers and trigger sprayers), polymeric and steel caps and closures (such as food lids, flip-top closures, child resistant caps, beverage closures, fragrance and cosmetic caps, drum and pail closures, and flexible spouts), polymeric jar products, fully integrated dispensers for fill-ready bag-in-box applications, and consumable vascular delivery and diagnostic test components, all for a variety of consumer products submarkets including, but not limited to, beauty and personal care, food and beverage, home care, and life sciences, including, but not limited to, pharmaceutical, nutraceutical, and medical, as well as industrial markets (including agricultural).

Aerospace – TriMas' Aerospace segment includes the Monogram Aerospace Fasteners, Allfast Fastening Systems, Mac Fasteners, TFI Aerospace, RSA Engineered Products, Martinic Engineering, and Weldmac Manufacturing Company brands, which are also marketed under the TriMas Aerospace brand.

TriMas' Aerospace business develops, qualifies and manufactures highly-engineered, precision fasteners, tubular products and assemblies for fluid conveyance, and machined products and assemblies to serve the aerospace and defense market.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Corporate consists of our corporate office and related corporate activities.

Corporate expenses primarily include compensation, benefits, professional services, information technology and other administrative costs.

Corporate assets consist primarily of cash and cash equivalents, unallocated deferred tax assets and prepaid assets.

Corporate expenses and assets reconcile reportable segment information to the consolidated totals.

Segment activity is as follows (dollars in thousands):

Year ended December 31,

Packaging Aerospace Specialty Products Total

As of December 31, 2024

Net sales $ 512,320 $ 294,210 $ 118,480 $ 925,010

Adjusted cost of sales (a)

( 388,010 ) ( 222,680 ) ( 104,240 )

Packaging $ 463,600 $ 522,180 $ 533,260

Aerospace 241,400 188,090 183,340

Specialty Products 188,550 173,560 140,510

Total $ 893,550 $ 883,830 $ 857,110

Operating Profit (Loss)

Packaging $ 60,140 $ 81,000 $ 96,490

Aerospace (a)

Adjusted selling, general and administrative expenses (b)

( 54,200 ) ( 34,310 ) ( 7,790 )

Specialty Products 36,400 30,250 22,550

Corporate (b) (c)

Other segment items (c)

1,100 ( 20 ) ( 90 )

Total $ 65,440 $ 99,060 $ 95,090

Segment adjusted operating profit $ 71,210 $ 37,200 $ 6,360 $ 114,770

Corporate (d)

Third-party and other costs incurred related to strike ( 3,390 )

Realignment and severance costs ( 2,990 )

Accelerated depreciation ( 8,230 )

Impairment of indefinite-lived intangible assets ( 230 )

Mergers, acquisitions, diligence and transaction costs ( 60 )

Interest expense ( 19,560 )

Other income (expense), net 2,410

Income before income tax expense $ 30,040

As of December 31, 2023

Net sales $ 463,600 $ 241,400 $ 188,550 $ 893,550

Adjusted cost of sales (a)

( 343,340 ) ( 190,890 ) ( 144,100 )

Adjusted selling, general and administrative expenses (b)

( 47,450 ) ( 30,970 ) ( 7,830 )

Other segment items (c)

40 ( 10 ) ( 30 )

Segment adjusted operating profit $ 72,850 $ 19,530 $ 36,590 $ 128,970

Corporate (e)

Realignment and severance costs ( 12,600 )

Purchase accounting costs ( 3,190 )

Impairment of indefinite-lived intangible assets ( 1,120 )

Interest expense ( 15,920 )

Other income (expense), net 1,070

Income before income tax expense $ 50,590

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Packaging Aerospace Specialty Products Total

As of December 31, 2022

Net sales $ 522,180 $ 188,090 $ 173,560 $ 883,830

Adjusted cost of sales (a)

( 382,350 ) ( 152,140 ) ( 134,530 )

Adjusted selling, general and administrative expenses (b)

( 53,620 ) ( 28,880 ) ( 8,680 )

Other segment items (f)

( 10 ) 4,810 ( 100 )

Segment adjusted operating profit $ 86,200 $ 11,880 $ 30,250 $ 128,330

Corporate (g)

Realignment and severance costs ( 7,860 )

Purchase accounting costs ( 1,160 )

Interest expense ( 14,110 )

Other income (expense), net 2,720

Income before income tax expense $ 87,670

__________________________

(a) Adjusted cost of sales is defined as cost of sales excluding Special Items.

(b) Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding Special Items.

(c) Other segment items for each reportable segment includes net gain (loss) on dispositions of assets excluding Special Items.

(d) Includes $ 5.5 million of asbestos-related costs, $ 4.7 million of system implementation costs, $ 3.6 million of environmental remediation charges, $ 3.5 million of mergers, acquisition, diligence and transaction costs, and $ 3.5 million of realignment, severance and consulting costs.

(e) Includes $ 4.2 million of realignment, severance and consulting costs, $ 2.2 million of mergers, acquisition, diligence and transaction costs, and $ 0.7 million of system implementation costs.

(f) Other segment items for each reportable segment includes net gain (loss) on dispositions of assets.

In 2022, the Company completed the sale of vacant land adjacent to the Company's Tolleson, Arizona, manufacturing facility for net proceeds of $ 5.0 million, and recognized a $ 4.8 million gain on the sale, which is included within the Aerospace segment.

(g) In 2022, the Company sold a non-core facility in City of Industry, California, for net proceeds of $ 23.3 million, and recognized a $ 17.6 million gain on the sale, which is included in Corporate operating loss for 2022 and included within net gain (loss) on disposition of assets in the accompanying consolidated statement of income.

In addition, includes $ 5.6 million of asbestos-related costs, $ 1.8 million of mergers, acquisition, diligence and transaction costs, and $ 0.8 million of realignment, severance and consulting costs.

Packaging Aerospace Specialty Products Corporate Total

As of December 31, 2024

Capital expenditures $ 30,860 $ 9,960 $ 7,100 $ 3,040 $ 50,960

Packaging $ 29,060 $ 33,170 $ 34,080

Aerospace 14,620 6,900 5,390

Specialty Products 10,410 5,860 5,500

Corporate (c)

Total $ 54,190 $ 45,960 $ 45,060

Depreciation and Amortization

Packaging $ 34,170 $ 29,340 $ 30,500

Aerospace 19,160 19,620 18,700

Specialty Products 4,130 4,130 4,120

Corporate (c)

Total $ 57,590 $ 53,220 $ 53,450

Packaging $ 830,620 $ 776,550 $ 739,920

Aerospace 390,910 347,720 353,800

Specialty Products 92,770 86,290 73,260

Corporate (c)

Depreciation and amortization (a)

34,250 18,180 12,270 220 64,920

Total $ 1,341,660 $ 1,305,000 $ 1,303,640

Total assets 811,190 390,980 89,210 32,800 1,324,180

As of December 31, 2023

Capital expenditures 29,060 14,620 10,410 100 54,190

Depreciation and amortization 34,170 19,160 4,130 130 57,590

Total assets 830,620 390,910 92,770 27,360 1,341,660

As of December 31, 2022

Capital expenditures 33,170 6,900 5,860 30 45,960

Depreciation and amortization 29,340 19,620 4,130 130 53,220

Total assets 776,550 347,720 86,290 94,440 1,305,000

__________________________

(a) In 2022, the Company completed the sale of vacant land adjacent to the Company's Tolleson, Arizona, manufacturing facility for net proceeds of $ 5.0 million, and recognized a $ 4.8 million gain on the sale, which is included within the Aerospace segment.

(b) In 2022, the Company sold a non-core facility in City of Industry, California, for net proceeds of $ 23.3 million, and recognized a $ 17.6 million gain on the sale, which is included in Corporate operating loss for 2022 and included within net gain (loss) on disposition of assets in the accompanying consolidated statement of income.

Corporate expenses primarily include compensation, benefits, professional services, information technology and other administrative costs.

Corporate assets consist primarily of cash and cash equivalents, unallocated deferred tax assets and prepaid assets.

Corporate expenses and assets reconcile reportable segment information to the consolidated totals.

(a) Depreciation and amortization for the Specialty Products segment in 2024 includes $ 8.2 million of accelerated depreciation.

See Note 9, " Property and Equipment, Net ," for further details.

TRIMAS CORPORATION

55 unchanged sentences

Net deferred tax liability $ ( 9,350 ) $ ( 13,060 )

The Company recognizes a valuation allowance for the deferred tax asset associated with its foreign tax credits due to the uncertainty in the ability to utilize these credits in future years.

The increase in the consolidated valuation allowance is primarily driven by an increase in the cumulative foreign tax credit carryover.

The following is a reconciliation of income tax expense computed at the U.S.

7 unchanged sentences

Change in recognized tax benefits ( 420 ) ( 130 ) ( 600 )

Share-based compensation 500 250 680

Tax credits and incentives ( 1,530 ) ( 1,570 ) ( 1,260 )

5 unchanged sentences

The majority of the state tax loss carryforwards expire between 2026 and 2032 and the majority of the foreign losses have indefinite carryforward periods.

The Company has not made a provision for U.S.

or additional foreign withholding taxes related to investments in foreign subsidiaries that are indefinitely reinvested since any excess of the amount for financial reporting over the tax basis in these investments is not significant as of December 31, 2023.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has not made a provision for U.S.

Unrecognized Tax Benefits

24 unchanged sentences

Management monitors changes in tax statutes and regulations and the issuance of judicial decisions to determine the potential impact to UTBs and is not aware of, nor does it anticipate, any subsequent events that could have a significant impact on the Company's financial position during the next twelve months.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Events

On February 20, 2024 , the Company announced that its Board of Directors had declared a cash dividend of $ 0.04 per share of TriMas Corporation common stock, which will be payable on March 8, 2024 , to shareholders of record as of the close of business on March 1, 2024 .

On January 31, 2025 , the Company announced the successful completion of the previously announced sale of its Arrow Engine business within the Specialty Products segment for a purchase price of $ 22.0 million.

On February 17, 2025 , the Company announced it completed the previously announced acquisition of the aerospace business of GMT Gummi-Metall-Technik GmbH (“GMT”) for a purchase price of approximately € 34.0 million.

Based in Germany, GMT’s aerospace division (“GMT Aerospace”) develops and manufactures a wide range of tie-rods and rubber-metal anti-vibration systems for commercial and military aerospace applications with annual net sales of approximately € 22.0 million.

GMT Aerospace will become part of the Aerospace reportable segment.

On February 20, 2025 , the Company announced that its Board of Directors had declared a cash dividend of $ 0.04 per share of TriMas Corporation common stock, which will be payable on March 7, 2025 , to shareholders of record as of the close of business on February 28, 2025 .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data