What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-27 · 494 added, 261 removed, 1028 unchanged (42% of the section changed)

17 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment — Life Sciences Reporting Unit — Refer to Notes 3 and 8 to the financial statements

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How the Critical Audit Matter Was Addressed in the Audit

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:

Our audit procedures for the impairment assessment related to the forecasts of revenue growth rates, future EBITDA margins, weighted average cost of capital, valuation multiples, 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:

The Reporting Unit’s historical revenue and EBITDA margins.

The Reporting Unit’s historical revenue growth rates and EBITDA margins.

Internal communications to management and the Board of Directors.

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

Asbestos-related matters - Insurance recovery asset - Refer to Notes 3 and 16 to the financial statements

Critical Audit Matter Description

The Company has been named as a defendant in lawsuits primarily alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by its former Lamons division and certain other related subsidiaries for use primarily in the petrochemical refining and exploration industries.

The Company may be subjected to significant additional asbestos-related claims in the future.

As of December 31, 2025, the Company recorded a liability for asbestos-related claims, which includes both known and unknown claims, based on a study from the Company’s third-party actuary, the Company's review of the study, as well as the Company’s own review of asbestos claims and claim resolution activity.

The Company is party to a coverage-in-place (CIP) agreement (entered into in 2006) with its first level excess carriers, regarding the coverage to be provided to the Company, for asbestos-related claims.

The CIP agreement makes asbestos defense costs and indemnity insurance coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses.

Prior to the commencement of coverage under this agreement, the Company was solely responsible for defense costs and indemnity payments.

During 2025, the Company reached the threshold of qualified future settlements required to commence excess carrier insurance coverage under the CIP agreement and began transitioning the administration and settlement of asbestos defense costs and indemnity payments to the insurance carriers.

During the three months ended December 31, 2025, the Company reassessed the facts and circumstances surrounding the CIP agreement with the consortium of insurance companies and deemed the realization of the claim for loss recovery probable.

In connection with the updated actuarial study, the Company estimated the loss recovery of indemnity and defense costs under the CIP agreement, and as such, the Company recognized an insurance recovery asset of $35.8 million, which was commensurate with the assumptions used to calculate the asbestos liability.

As of December 31, 2025, the Company's total insurance recovery asset was $34.7 million.

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

We identified the asbestos insurance recovery asset as a critical audit matter because of the significant judgments made by management to conclude that such insurance recovery was probable.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists and professionals in our firm with expertise in technical accounting for environmental liabilities and associated insurance recovery assets, to evaluate management's conclusions and the audit evidence obtained.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s conclusion that the asbestos insurance recovery was probable included the following, among others:

• We tested the effectiveness of internal controls related to management’s evaluation of whether the threshold of probable was met to record an asbestos insurance recovery asset.

• With the assistance of our actuary specialists, we evaluated the Company's analysis of the solvency of insurance carriers party to the CIP agreement.

• With assistance of professionals in our firm having expertise in technical accounting for environmental liabilities and associated insurance recovery assets, we evaluated the Company’s conclusions regarding specific factors that management considered, which included a legal opinion regarding enforceability of the CIP agreement, to conclude that the probable threshold has been met.

/s/ Deloitte & Touche LLP

Detroit, Michigan

February 27, 2025

March 2, 2026

We have served as the Company's auditor since 2013.

7 unchanged sentences

Prepaid expenses and other current assets 36,380 27,260

Current assets, held for sale 176,280 150,280

Total current assets 462,670 426,640

5 unchanged sentences

Other assets 45,430 9,410

Non-current assets, held for sale 267,170 241,780

Total assets $ 1,485,080 $ 1,324,180

4 unchanged sentences

Lease liabilities, current portion 4,100 6,000

Current liabilities, held for sale 47,650 38,320

Total current liabilities 183,670 159,430

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Other long-term liabilities 65,840 42,170

Non-current liabilities, held for sale 11,290 9,340

Total liabilities 779,490 656,880

8 unchanged sentences

Retained earnings 127,410 21,670

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

Accumulated other comprehensive loss ( 10 ) ( 18,550 )

Total shareholders' equity 705,590 667,300

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Selling, general and administrative expenses ( 129,310 ) ( 109,650 ) ( 102,460 )

Asbestos-related benefit (costs), net 27,770 ( 5,510 ) —

Net gain (loss) on dispositions of assets 4,680 1,020 ( 180 )

5 unchanged sentences

Other expense, net ( 17,040 ) ( 19,350 ) ( 14,810 )

Income before income taxes 30,040 50,590 87,670

Income tax expense ( 5,790 ) ( 10,230 ) ( 21,500 )

Income (loss) before income taxes 24,260 ( 4,180 ) 35,850

Income tax benefit (expense) 48,050 2,230 ( 6,310 )

Income (loss) from continuing operations 72,310 ( 1,950 ) 29,540

Income from discontinued operations, net of income taxes 47,830 26,200 10,820

Net income $ 120,140 $ 24,250 $ 40,360

Basic earnings per share:

Basic earnings (loss) per share:

Continuing operations $ 1.79 $ ( 0.05 ) $ 0.71

Discontinued operations 1.18 0.65 0.26

Net income per share $ 2.97 $ 0.60 $ 0.97

Weighted average common shares - basic 40,384,270 40,725,714 41,439,027

Diluted earnings per share:

Diluted earnings (loss) per share:

Continuing operations $ 1.78 $ ( 0.05 ) $ 0.71

Discontinued operations 1.17 0.65 0.26

Net income per share $ 2.95 $ 0.60 $ 0.97

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Cash Flows from Operating Activities:

Income (loss) from continuing operations $ 72,310 $ ( 1,950 ) $ 29,540

Income from discontinued operations 47,830 26,200 10,820

Net income 120,140 24,250 40,360

8 unchanged sentences

Provision for losses on accounts receivable ( 1,250 ) ( 1,000 ) 2,450

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 )

Asbestos-related (benefit) costs, net ( 27,770 ) 5,510 —

Provision for environmental liabilities 6,500 3,340 —

(Increase) decrease in receivables 1,780 ( 20,520 ) ( 5,520 )

Increase in inventories ( 4,270 ) ( 21,200 ) ( 7,070 )

8 unchanged sentences

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

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

Net proceeds from disposition of business, property and equipment 22,030 4,000 480

Net cash used for investing activities ( 64,050 ) ( 46,960 ) ( 134,420 )

2 unchanged sentences

Repayments of borrowings on revolving credit facilities ( 289,850 ) ( 307,580 ) ( 117,430 )

Debt financing fees ( 1,260 ) — —

Payments to purchase common stock ( 103,320 ) ( 19,270 ) ( 18,780 )

4 unchanged sentences

Cash and Cash Equivalents:

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

Increase (decrease) for the year 6,950 ( 11,820 ) ( 77,200 )

At beginning of year 23,070 34,890 112,090

3 unchanged sentences

Cash paid for income taxes $ 10,630 $ 11,870 $ 16,770

Non-cash property additions $ 5,170 $ — $ —

The accompanying notes are an integral part of these financial statements.

10 unchanged sentences

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 )

4 unchanged sentences

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 )

4 unchanged sentences

Net income — — 120,140 — 120,140

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

Other comprehensive income — — — 18,540 18,540

Purchase of common stock ( 30 ) ( 95,500 ) ( 7,790 ) — ( 103,320 )

7 unchanged sentences

Basis of Presentation

TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, designs, engineers and manufactures innovative products under leading brand names for customers primarily in the consumer products, aerospace & defense, and industrial markets.

TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, designs, engineers and manufactures innovative products for customers primarily in the consumer products and industrial markets.

The preparation of financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities.

1 unchanged sentence

To the extent there are differences between these estimates and actual results, the Company's consolidated financial statements may be materially affected.

On November 4, 2025, the Company announced it entered into a definitive agreement to sell its Aerospace segment ("Aerospace") to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc.

for a purchase price of approximately $ 1.45 billion in cash, subject to customary post-closing adjustments.

The closing is expected to occur by the end of the first quarter of 2026, subject to customary regulatory approvals and closing conditions.

The financial results of Aerospace were previously reported within the Company's Aerospace reportable segment, and are presented as held for sale in the consolidated balance sheet and as discontinued operations in the consolidated statement of income for all periods presented in the financial statements attached hereto.

New Accounting Pronouncements

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.

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.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

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.

See Note 22 "Income Taxes," for the Company's income tax disclosures.

Recently Issued Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"), which modernizes the accounting for software costs by removing references to prescriptive and sequential software development stages.

Under ASU 2025-06 an entity is required to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2027, with early adoption permitted.

The Company plans to early adopt ASU 2025-06 in the first quarter of 2026 and expects that the adoption will not have a material impact on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"), which provides a practical expedient that assumes current conditions as of the balance sheet date remain unchanged when developing forecasts for estimating expected credit losses.

Under ASU 2025-05, an entity is required to disclose that it has elected to use the practical expedient and the election should be applied prospectively.

ASU 2025-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2025, with early adoption permitted.

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

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

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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.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, environmental liabilities, 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, asbestos liability and related insurance recovery asset, and reserves for 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 impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company assesses goodwill for impairment on an annual basis (October 1 test date) by reviewing relevant qualitative and quantitative factors.

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The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management to evaluate operating results.

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)

For purposes of the Company's 2025 goodwill impairment test, the Company had five reporting units, all of which had goodwill, within its three reportable segments.

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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An impairment loss is recognized when the carrying value of the asset exceeds its fair value.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In conducting a qualitative assessment, the Company considers relevant events and circumstances to determine whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values.

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See Note 8, " 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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Asbestos-related Matters.

The Company utilizes known facts and historical trends for Company-specific and general market asbestos-related activity, as well as an actuarial valuation in determining estimated required reserves and related insurance recoveries, which it believes are probable and reasonably estimable.

The Company accrues loss reserves for asbestos-related matters based upon an estimate of the ultimate liability for claims incurred, whether reported or not, including an estimate of future settlement costs and costs to defend.

The Company utilizes known facts and historical trends for Company-specific and general market asbestos-related activity, as well as an actuarial valuation in determining estimated required reserves, which it believes are probable and reasonably estimable.

Asbestos-related accruals are assessed at each balance sheet date to determine if the liability remains reasonably stated.

Accruals for asbestos-related matters are included in the consolidated balance sheet in "Accrued liabilities" and "Other long-term liabilities." Pre-tax asbestos-related charges are included in selling, general and administrative expenses in the accompanying consolidated statement of income.

Accruals for asbestos-related matters are included in "Accrued liabilities" and "Other long-term liabilities" and asbestos-related insurance recoveries are included in "Prepaid expenses and other current assets" and "Other assets" in the consolidated balance sheet.

Pre-tax asbestos-related charges and benefits are included in asbestos-related benefit (costs) in the accompanying consolidated statement of income.

See Note 16, " Commitments and Contingencies ," for further information.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue Recognition.

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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.

12 unchanged sentences

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 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.

The impact of net foreign currency transactions was a loss of $ 1.6 million, loss of $ 1.3 million, and gain of $ 0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in other income (expense), net in the accompanying consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivative Financial Instruments.

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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.

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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)

Acquisitions and Sale of Business

2025 Acquisitions

On February 17, 2025, the Company acquired the aerospace business of GMT Gummi-Metall-Technik GmbH (“GMT”) for a purchase price of $ 37.7 million.

The fair value of assets acquired and liabilities assumed included $ 15.5 million of goodwill, $ 4.6 million of intangible assets, $ 0.2 million of property and equipment, and $ 17.4 million of net working capital.

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 has been renamed TriMas Aerospace Germany and is part of the Aerospace segment, which has been presented as held for sale and discontinued operations for all periods presented.

2023 Acquisitions

On April 21, 2023, the Company acquired Weldmac Manufacturing Company ("Weldmac") for a purchase price of $ 34.0 million, with additional contingent consideration ranging from zero to $ 10 million based on achievement of earnings targets, as defined in the purchase agreement.

The fair value of assets acquired and liabilities assumed included $ 23.7 million of property and equipment, $ 20.3 million of net working capital and $ 10 million of contingent consideration liability, with such estimate representing the Company's best estimate of fair value of contingent consideration based on Level 3 inputs under the fair value hierarchy, as defined.

Located in El Cajon, California, and reported in the Company's Aerospace segment, Weldmac is a designer and manufacturer of complex metal fabricated components and assemblies for the aerospace, defense and space launch end markets and historically generated $ 33 million in annual revenue.

Located in El Cajon, California, Weldmac is a designer and manufacturer of complex metal fabricated components and assemblies for the aerospace, defense and space launch end markets and historically generated $ 33 million in annual revenue.

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.

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.

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 in the results of discontinued operations, and in income (loss) from continuing operations on the consolidated statement of income.

Weldmac is part of the Aerospace segment, which has been presented as held for sale and discontinued operations for all periods presented.

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

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Aarts, which is reported in the Company's Packaging segment, is located in Waalwijk, the Netherlands, and historically generated € 23 million in annual revenue.

2022 Acquisitions

On February 28, 2022, the Company acquired Intertech Plastics LLC and related companies (collectively, "Intertech") for a purchase price of $ 64.1 million, net of cash acquired.

Intertech is a manufacturer of custom injection molded products used in medical applications, as well as products and assemblies for consumer and industrial applications.

The fair value of assets acquired and liabilities assumed included $ 32.4 million of goodwill, $ 13.5 million of intangible assets, $ 12.2 million of property and equipment and $ 6.0 million of net working capital.

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

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Sale of Business

On January 31, 2025, the Company completed the sale of its Arrow Engine business within the Specialty Products segment for net cash proceeds of $ 21.0 million.

As a result, the Company recorded a pre-tax gain of $ 5.4 million for the year ended December 31, 2025.

Discontinued Operations

On November 4, 2025, the Company announced it entered into a definite agreement to sell Aerospace to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc.

for a purchase price of approximately $ 1.45 billion in cash, subject to customary post-closing adjustments.

The closing is expected to occur by the end of the first quarter of 2026, subject to customary regulatory approvals and closing conditions.

The Company determined that Aerospace met the criteria to be classified as a discontinued operation.

As a result, the historical results for Aerospace are reported in the accompanying consolidated statement of income as a discontinued operation and the assets and liabilities have been retrospectively reclassified to assets and liabilities held for sale in the accompanying consolidated balance sheet.

The carrying value of the assets and liabilities held for sale were as follows (dollars in thousands):

December 31, 2025 December 31, 2024

Current assets:

Receivables, net $ 60,460 $ 49,230

Inventories 113,950 98,750

Prepaid expenses and other current assets 1,870 2,300

Total current assets 176,280 150,280

Property and equipment, net 90,780 80,950

Operating lease right-of-use assets 10,360 8,040

Goodwill 86,960 69,300

Other intangibles, net 77,530 82,690

Other assets 1,540 800

Total assets $ 443,450 $ 392,060

Current liabilities:

Accounts payable $ 16,370 $ 18,700

Accrued liabilities 25,000 17,580

Lease liabilities, current portion 6,280 2,040

Total current liabilities 47,650 38,320

Lease liabilities 4,540 6,440

Deferred income taxes 6,160 2,530

Other long-term liabilities 590 370

Total liabilities $ 58,940 $ 47,660

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Results of discontinued operations are summarized as follows (dollars in thousands):

Year ended December 31,

2025 2024 2023

Net sales $ 396,430 $ 294,210 $ 241,400

Cost of sales ( 281,220 ) ( 224,290 ) ( 193,380 )

Gross profit 115,210 69,920 48,020

Selling, general and administrative expenses ( 48,040 ) ( 37,880 ) ( 32,120 )

Net loss on dispositions of assets ( 170 ) ( 20 ) —

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

Operating profit 67,000 32,020 14,780

Other income (expense), net ( 2,170 ) 2,200 ( 40 )

Income from discontinued operations, before income taxes 64,830 34,220 14,740

Income tax expense ( 17,000 ) ( 8,020 ) ( 3,920 )

Income from discontinued operations, net of tax $ 47,830 $ 26,200 $ 10,820

The depreciation, amortization, capital expenditures, and significant cash flow items of the discontinued operations were as follows (dollars in thousands):

Year ended December 31,

2025 2024 2023

Cash flows from discontinued operating activities:

Depreciation $ 8,180 $ 7,900 $ 7,820

Amortization of intangible assets 10,640 10,280 11,340

Non-cash compensation expense 1,630 1,330 750

Gain on reversal of contingent consideration liability — ( 2,250 ) —

Impairment of indefinite-lived intangible assets — — 1,120

Cash flows from discontinued investing activities:

Capital expenditures $ ( 16,660 ) $ ( 9,960 ) $ ( 14,620 )

Acquisition of businesses, net of cash acquired ( 37,730 ) — ( 39,550 )

Cash flows from discontinued financing activities:

Payments for contingent consideration $ — $ ( 2,250 ) $ —

Supplemental disclosure of cash flow information:

Non-cash property additions $ 780 $ — $ —

Realignment Actions

2025 Realignment Actions

During 2025, the Company recorded $ 5.2 million of realignment costs related to actions to reorganize its corporate office, primarily for severance and consulting costs, including $ 1.5 million of non-cash compensation expense.

These charges were included in selling, general and administrative expenses in the accompanying consolidated statement of income.

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.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023 Realignment Actions

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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

During 2022, the Company incurred realignment charges in its Packaging segment, related to adjusting its labor force in facilities with lower demand, finalizing its Indianapolis, Indiana, facility consolidation, costs incurred to reorganize its benefit plans in the United Kingdom, and for costs incurred as part of the Company's start-up and relocation to a new, larger facility in New Albany, Ohio.

The Company also completed the Aerospace segment footprint realignment which began in 2021.

In connection with these actions, the Company recorded pre-tax realignment charges of $ 5.0 million, of which $ 2.7 million related to facility move and consolidation costs and $ 2.3 million was for employee-related costs.

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.

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

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Consumer Products $ 437,770 $ 418,110 $ 381,930

Aerospace & Defense 294,210 241,400 188,090

Industrial 207,950 212,690 270,220

1 unchanged sentence

The Company’s Packaging segment earns revenues from the consumer products (comprised of the beauty and personal care, food and beverage, home care, pharmaceutical, nutraceutical and medical submarkets) and industrial markets.

The Aerospace segment earns revenues from the aerospace & defense market (comprised of commercial, regional and business jet, and military submarkets).

The Specialty Products segment earns revenues from a variety of submarkets within the industrial market.

Contract Assets and Contract Liabilities

The Company has contract assets and contract liabilities primarily related to in-process tooling projects for long-term supply arrangements with a contractual guarantee for reimbursement by the customer.

Contract assets primarily consist of capitalized costs related to customer-owned tooling contracts, wherein the Company has not yet met performance obligations.

Contract liabilities include deferred tooling revenue, where the performance obligation was not met.

The performance obligation is satisfied and cost of goods sold is recognized and released from the balance sheet when control of the tooling is transferred to the customer.

The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (dollars in thousands):

December 31, 2025 December 31, 2024

Contract asset $ 8,010 $ 1,990

Contract liabilities 11,610 7,930

During the year ended December 31, 2025, $ 3.2 million of revenue was recognized that was recorded as a contract liability as of December 31, 2024.

The remainder of the change in the contract liability balance was driven by additional deferrals of $ 11.9 million, primarily from new billings, as well as an increase in the balance resulting from changes in foreign currency exchange rates, partially offset by revenue recognized on current year deferrals.

Goodwill and Other Intangible Assets

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 Company performed a qualitative assessment as part of its 2025 and 2024 annual impairment tests (October 1 annual test date) for all reporting units except the reporting units specified below 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;

Based on results of the qualitative assessment for the 2025 and 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.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company performed a quantitative assessment as part of its 2025 annual impairment test (October 1 annual test date) for the Life Sciences reporting unit within the Packaging segment and the Norris Cylinder reporting unit within the Specialty segment, and in 2024 for the Life Sciences reporting unit, 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.

Based on results of the 2025 quantitative assessment, the Company determined there were no indications that the fair value of the Life Sciences and Norris Cylinder reporting units were less than their carrying values.

Upon completion of the goodwill impairment test, the Company determined that the fair values of the Life Sciences and Norris Cylinder reporting units exceeded their carrying values by approximately 9 %, and 64 %, respectively, and thus there was no goodwill impairment.

For the Life Sciences reporting unit, the Company notes that a 1% increase in the weighted average cost of capital would have resulted in a goodwill impairment charge of approximately $ 0.9 million, while a 0.5% decrease in the terminal growth rate would have resulted in no impairment to goodwill.

For the Norris Cylinder reporting unit, the Company notes that a 1% increase in the weighted average cost of capital or a 0.5% decrease in the terminal growth rate would have resulted in no impairment to goodwill.

Changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 are as follows (dollars in thousands):

Packaging Aerospace Products Total

Packaging Products Total

Balance, December 31, 2023 $ 287,350 $ 6,560 $ 293,910

Goodwill from acquisitions 20,420 — — 20,420

Foreign currency translation and other ( 6,850 ) — ( 6,850 )

2 unchanged sentences

Balance, December 31, 2025 $ 293,720 $ 6,560 $ 300,280

Accumulated impairment losses at December 31, 2025 $ 58,660 $ — $ 58,660

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.

For the purposes of the Company's 2025 and 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.

therefore, a fair value calculation of the indefinite-lived intangible assets was not required for the 2025 and 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 2025 and 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 2025 quantitative impairment test, the Company determined there were no indications that the fair value of the Life Sciences indefinite-lived intangible asset was less than its carrying value.

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.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

1 unchanged sentence

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 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 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, 2025 and 2024 are summarized below (dollars in thousands):

22 unchanged sentences

Year ended December 31, Estimated Amortization Expense

2025 $ 16,290

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inventories consist of the following components (dollars in thousands):

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Total inventories $ 108,720 $ 110,440

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property and Equipment, Net

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Total depreciation expense $ 31,530 $ 40,220 $ 31,590

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.

In 2024, following a strategic profitability study of cylinder 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

3 unchanged sentences

High deductible insurance 2,190 1,760

Derivatives liability — 6,510

Deferred revenue 10,580 7,360

1 unchanged sentence

Total accrued liabilities $ 59,640 $ 42,760

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Long-term Debt

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Long-term debt, net $ 469,170 $ 398,120

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").

5 unchanged sentences

2025 101.031 %

2026 and thereafter 100.000 %

Credit Agreement

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 %.

The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date.

The Credit Agreement also provides incremental revolving credit facility commitments in an amount not to exceed the greater of $ 200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined, is no greater than 3.00 to 1.00.

The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.

In March 2025, the Company amended its existing credit agreement ("Credit Agreement") to extend the maturity date.

The Company incurred fees and expenses of $ 1.3 million related to the amendment, all of which was capitalized as debt issuance costs.

The Company also recorded $ 0.1 million of non-cash expense related to the write-off of previously capitalized deferred financing fees.

Below is a summary of key terms under the Credit Agreement as of December 31, 2025, compared to the key terms prior to the amendment (showing gross availability):

Instrument Amount ($ in millions) Maturity Date

Credit Agreement (as amended)

Senior secured revolving credit facility $ 250.0 3/31/2030

Credit Agreement (prior to amending)

Senior secured revolving credit facility $ 300.0 3/29/2026

The Credit Agreement is subject to benchmark interest rates determined based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average, Euro borrowings subject to the Euro InterBank Offered Rate and U.S.

dollar borrowings subject to the Secured Overnight Financing Rate, each plus a spread that ranges from 1.375 % to 2.00 % based upon the leverage ratio, as defined, as of the most recent determination date.

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, 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.

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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.

At December 31, 2025, the Company had $ 72.8 million outstanding under its revolving credit facility and had $ 171.2 million potentially available after giving effect to $ 6.0 million of letters of credit issued and outstanding.

The Company's borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of December 31, 2025.

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

The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties.

Borrowings under the $ 125.0 million (equivalent) foreign currency sub limit of the $ 250.0 million senior secured revolving credit facility are secured by a cross-guarantee amongst, and a pledge of the assets of, the foreign subsidiary borrowers that are a party to the agreement.

The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including the ability to, subject to certain exceptions and limitations, incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, assets dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents.

The terms of the Credit Agreement also require the Company and its restricted subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under any accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined), a maximum senior secured net leverage ratio (total consolidated senior secured indebtedness, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined).

The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including the ability, subject to certain exceptions and limitations, to incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents.

The terms of the Credit Agreement also require the Company and its restricted subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under any accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined).

In December 2025, the Company amended the Credit Agreement to clarify the inclusion of Aerospace discontinued operations in the definition of consolidated net income used in ratio calculations.

At December 31, 2025, the Company was in compliance with the financial covenants contained in the Credit Agreement.

9 unchanged sentences

Total $ 472,790

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Debt

9 unchanged sentences

Amortization expense for these items was $ 1.0 million, $ 1.0 million and $ 0.9 million in 2025, 2024 and 2023, respectively, and is included in interest expense in the accompanying consolidated statement of income.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivative Instruments

21 unchanged sentences

Net Investment Hedges

Cross-currency swaps Accrued liabilities $ — $ ( 6,510 )

Cross-currency swaps Other long-term liabilities $ ( 18,270 ) $ ( 2,920 )

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the income recognized in AOCI on derivative contracts designated as hedging instruments as of December 31, 2025 and 2024, and the amounts reclassified from AOCI into earnings for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

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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

2 unchanged sentences

The foreign exchange contracts primarily mitigate currency exposures between the U.S.

dollar and the Euro, Canadian dollar, Chinese yuan, and the Mexican peso, as well as between the Euro and British pound, and have various settlement dates through March 2025.

dollar and the Euro, Chinese yuan, and the Mexican peso, as well as between the Euro and British pound, and have various settlement dates through March 2026.

These contracts are not designated as hedge instruments;

9 unchanged sentences

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

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Derivatives

15 unchanged sentences

expense related to these leases is recognized on a straight-line basis over the lease term.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplemental balance sheet information related to the Company's leases are shown below (dollars in thousands):

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(a) Finance leases were recorded net of accumulated depreciation of $ 0.7 million and $ 0.4 million as of December 31, 2025 and 2024, respectively.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

1 unchanged sentence

Statement of Income Location

2025 2024 2023

Operating lease cost Cost of sales and Selling, general and administrative expenses $ 8,410 $ 7,410 $ 9,170

9 unchanged sentences

2027 7,690 750

2027 8,020 690

Thereafter 6,450 —

5 unchanged sentences

Liabilities for exited lease facilities are included in accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other information related to the Company's leases are as follows (dollars in thousands):

Year ended December 31,

2025 2024 2023

8 unchanged sentences

The weighted-average discount rate for operating and finance leases as of December 31, 2025, is 4.4 % and 2.6 %, respectively.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Long-term Liabilities

9 unchanged sentences

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

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 Company is responsible for environmental remediation at currently and 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 years ended December 31, 2025 and 2024, the Company recorded pre-tax charges from continuing operations of $ 6.5 million and $ 3.2 million within selling, general and administrative expenses in the accompanying consolidated statement of income related to environmental remediation costs.

As of December 31, 2025 and 2024, the Company’s total environmental remediation obligation related to its continuing operations was $ 9.4 million and $ 3.0 million, respectively, which are primarily recorded with other long-term liabilities within the accompanying balance sheet.

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.

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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 its 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.

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

The Company’s liability for asbestos-related claims is based on a study from the Company’s third-party actuary, the Company's review of the study, as well as the Company’s own review of asbestos claims and claim resolution activity.

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

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.

The Company records a liability and a related insurance recovery asset for asbestos-related claims, which includes both known and unknown claims, based on a study from the Company’s third-party actuary, the Company's review of the study, as well as the Company’s own review of asbestos claims and claim resolution activity.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2024, the Company commissioned its actuary to update the asbestos study based on data as of May 31, 2024.

The Company 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.

In 2025, the Company commissioned its actuary to update the asbestos study based on data as of July 31, 2025, which yielded a range of possible future liability of $ 36.6 million to $ 48.9 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 $ 8.0 million to increase the liability estimate to $ 36.6 million, at the low end of the range.

As of December 31, 2025 and December 31, 2024, the Company’s total asbestos-related liability was $ 35.5 million and $ 29.7 million, respectively.

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.

The Company is party to a coverage-in-place agreement (entered into in 2006) with its first level excess carriers regarding the coverage to be provided to the Company for asbestos-related claims.

The coverage-in-place agreement makes asbestos defense costs and indemnity insurance coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses.

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 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.

Prior to the commencement of coverage under this agreement, the Company was solely responsible for defense costs and indemnity payments.

In connection with the updated actuarial study, the Company estimated the loss recovery of indemnity and defense costs under the CIP agreement, and as such, the Company recognized an insurance recovery asset of $ 35.8 million, which was commensurate with the assumptions used to calculate the asbestos liability.

As of December 31, 2025, the Company's total insurance recovery asset was $ 34.7 million.

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

Changes in the carrying amount of the asbestos liability and insurance recovery asset for the year ended December 31, 2025, and 2024 are summarized as follows (dollars in thousands):

Asbestos Liability Insurance Recovery Asset Net

Balance, December 31, 2024 $ ( 29,660 ) $ — $ ( 29,660 )

Asbestos remeasurement ( 8,030 ) 35,800 27,770

Payments 2,160 ( 1,100 ) 1,060

Balance, December 31, 2025 $ ( 35,530 ) $ 34,700 $ ( 830 )

Current portion $ ( 2,830 ) $ 2,820

Noncurrent portion $ ( 32,700 ) $ 31,880

Asbestos Liability Insurance Recovery Asset Net

Balance, December 31, 2023 $ ( 26,580 ) $ — $ ( 26,580 )

Asbestos remeasurement ( 5,510 ) — ( 5,510 )

Payments 2,430 — 2,430

Balance, December 31, 2024 $ ( 29,660 ) $ — $ ( 29,660 )

Current portion $ ( 2,450 ) $ —

Noncurrent portion $ ( 27,210 ) $ —

Asbestos-related benefit (costs), net as included in the accompanying consolidated statement of income is summarized as follows (dollars in thousands):

Year ended December 31,

Asbestos-related benefit (costs), net

$ 27,770 $ ( 5,510 )

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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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)

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):

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The service cost component of net periodic benefit expense is recorded in cost of goods sold and selling, general and administrative expenses, while non-service cost components are recorded in other income (expense), net in the accompanying consolidated statement of income.

The service cost related to discontinued operations included in the table above was $ 0.3 million in each of the years ended December 31, 2025, 2024 and 2023.

During 2023, the Company recognized a one-time, pre-tax settlement charge of $ 1.0 million related to the purchase of an annuity contract to transfer the Company's Canadian defined benefit obligations to an insurance company.

During 2022, the Company recorded a non-cash curtailment expense of $ 0.2 million, as it transitioned certain active employees previously participating in a defined benefit plan in the United Kingdom to a defined contribution plan, thereby eliminating future service cost accruals for all employees under this defined benefit plan.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Actuarial valuations of the Company's defined benefit pension plans were prepared as of December 31, 2025, 2024 and 2023.

28 unchanged sentences

Benefit payments 1,920 1,690

Expenses and taxes 260 —

Settlements ( 140 ) —

2 unchanged sentences

( 28,730 ) ( 27,470 )

discontinued operations (b)

( 10,340 ) ( 9,780 )

Projected benefit obligations at December 31 - continuing operations $ ( 18,390 ) $ ( 17,690 )

Changes in Plan Assets

3 unchanged sentences

Benefit payments ( 1,920 ) ( 1,690 )

Settlements — ( 90 )

Expenses and taxes ( 260 ) —

Change in foreign currency 1,190 ( 270 )

1 unchanged sentence

27,710 26,130

Funded status at December 31 $ ( 1,340 ) $ 330

discontinued operations (c)

Fair value of plan assets at December 31 - continuing operations 17,150 16,720

Funded status at December 31 - continuing operations $ ( 1,240 ) $ ( 970 )

__________________________

(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.

(a) The actuarial loss for the year ended December 31, 2025 was primarily due to the decrease in the discount rate utilized in measuring the U.S.

projected benefit obligations.

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.

projected benefit obligations were $ 13.0 million and $ 12.5 million at December 31, 2025 and 2024, respectively.

projected benefit obligations were $ 15.7 million and $ 15.0 million at December 31, 2025 and 2024, respectively.

Discontinued operations obligations are U.S.

2 unchanged sentences

plan assets was $ 15.9 million and $ 15.6 million at December 31, 2025 and 2024, respectively.

Pension Benefit

Discontinued operations plan assets are U.S.

(Dollars in thousands) Pension Benefit

Amounts Recognized in Balance Sheet

3 unchanged sentences

Net asset (liability) recognized at December 31 $ ( 1,240 ) $ ( 970 )

Net asset (liability) balance, held for sale $ 220 $ ( 370 )

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pension Benefit

(Dollars in thousands) Pension Benefit

Amounts Recognized in Accumulated Other Comprehensive Loss

2 unchanged sentences

Total accumulated other comprehensive loss recognized at December 31 $ 10,920 $ 10,870

Accumulated Benefit Obligations Projected Benefit Obligations

(Dollars in thousands) Accumulated Benefit Obligations Projected Benefit Obligations

2025 2024 2025 2024

15 unchanged sentences

50 basis point decrease N/A $ 70

The Company expects to make contributions of $ 1.2 million to fund its pension plans during 2025.

The Company expects to make contributions of $ 1.0 million to fund its pension plans during 2026, of which $ 0.6 million relates to discontinued operations.

TRIMAS CORPORATION

38 unchanged sentences

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

Insurance contracts 14,240 — — 14,240

Plan assets measured at net asset value (a)

Investment funds

Common/collective trusts

Fixed income 5,000

Cash and cash equivalents 170

Total $ 26,130 $ 6,890 $ — $ 14,240

2 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):

The following table provides a reconciliation of changes in Level 3 plan assets for the years ended December 31, 2025 and 2024 (dollars in thousands):

Level 3 Assets

Balance at beginning of period $ 14,240 $ —

Transfers out of Level 3 ( 890 ) —

Gain (loss) 1,350 ( 430 )

3 unchanged sentences

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):

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

Year ended December 31, Pension

5 unchanged sentences

TriMas Corporation Director Retainer Share Election Program

The Company previously maintained the TriMas Corporation 2017 Equity and Incentive Compensation Plan, which was replaced by the TriMas Corporation 2023 Equity and Incentive Compensation Plan in 2023 such that, while existing grants remain outstanding until exercised, vested or canceled, no new shares may be issued under this plan.

In June 2025, the Company granted inducement awards of 152,439 restricted stock units and 900,000 stock options to the new Chief Executive Officer.

The inducement awards were made in reliance on Nasdaq Stock Market (“Nasdaq”) Listing Rule 5635(c), which exempts certain inducement equity grants from the general requirement under the Nasdaq rules that equity-based compensation plans and arrangements be approved by the Registrant’s stockholders.

Stock Options

The Company granted an inducement award of 900,000 premium-priced stock options during the year ended December 31, 2025.

All stock option awards granted in 2025 relate to continuing operations.

The Company estimated the grant-date fair value of the awards using the Black-Scholes option pricing model using the following weighted-average assumptions:

risk-free interest rate of 4.1 %, expected volatility of 33.0 %, annual dividend payment of $ 0.16 , and an expected term of 6.5 years.

Information related to stock options as of and for the year ended December 31, 2025 is as follows:

Stock Options Weighted Average Option Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

Outstanding at January 1, 2025 — $ —

Granted 900,000 41.11

Outstanding at December 30, 2025 900,000 $ 41.11 9.5 $ 640,000

As of December 31, 2025, there was $ 5.2 million of unrecognized compensation cost related to stock options that is expected to be recorded over a weighted average period of 1.4 years.

The Company recognized approximately $ 1.6 million of stock-based compensation expense related to stock options during the year ended December 31, 2025, and no stock-based compensation expense related to stock options during the years ended December 31, 2024 and 2023.

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)

Restricted Stock Units

The disclosures related to restricted stock units include both continuing and discontinued operations.

The Company awarded the following restricted stock units ("RSUs") during 2025, 2024, and 2023:

• Granted 297,761 , 275,515 , and 209,617 , RSUs, respectively, to certain employees, which are subject only to a service condition and vest ratably over three years so long as the employee remains with the Company;

• Granted 152,439 RSUs in 2025 as an inducement award to the new Chief Executive Officer, which are subject only to a service condition and vest ratably over three years so long as the employee remains with the Company;

• Granted 305,065 , 297,761 , and 275,515 , RSUs, respectively, to certain employees, which are subject only to a service condition and vest ratably over one , two , or three years so long as the employee remains with the Company;

• Granted 36,396 , 32,544 and 27,560 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;

3 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.

During 2025, the Company awarded 95,023 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.

These awards are initially earned 50 % based upon the Company's achievement of an earnings per share compound annual growth rate ("EPS CAGR") metric and 50 % based upon the Company's cash return on net assets ("Cash RONA") metric over a period beginning January 1, 2025 and ending December 31, 2027.

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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.

The Company awarded 109,640 and 95,017 of similar performance-based RSUs in 2024 and 2023, respectively.

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.

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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.

For similar performance-based RSUs awarded in 2022 and 2021, the Company did not meet the minimum performance threshold resulting in a decrease of 69,205 and 50,941 shares during 2025 and 2024, respectively.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

12 unchanged sentences

As of December 31, 2025, there was $ 7.9 million of unrecognized compensation cost related to unvested restricted shares that is expected to be recorded over a weighted average period of 2.0 years.

The Company recognized stock-based compensation expense related to restricted shares of $ 7.0 million, $ 9.7 million and $ 9.8 million in 2024, 2023 and 2022, respectively.

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 on common stock:

The Company recognized stock-based compensation expense related to restricted shares from continuing operations of $ 8.4 million, $ 5.6 million and $ 8.9 million in 2025, 2024 and 2023, respectively.

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

Earnings (Loss) per Share

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

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

Year ended December 31,

3 unchanged sentences

Weighted average common shares—diluted 40,790,137 40,725,714 41,685,348

In March 2020, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $ 250 million in the aggregate.

The initial authorization, approved in November 2015, authorized up to $ 50 million of purchases in the aggregate of its common stock.

Anti-dilutive shares excluded from the computation of diluted earnings per share for the year ended December 31, 2025 were 470,239 shares.

For the year ended December 31, 2024, 330,279 shares were excluded from the computation of diluted earnings (loss) per share as the inclusion would have been anti-dilutive.

For the year ended December 31, 2023, no shares were excluded from the computation of diluted earnings (loss) per share.

In November 2025, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $ 150 million in the aggregate, adding to the $ 65.4 million remaining under the previous authorization.

The previous authorization, approved in March 2020, authorized up to $ 250 million of purchases in the aggregate of its common stock.

During 2025, 2024 and 2023, the Company purchased 3,124,866 , 771,067 and 680,594 shares of its outstanding common stock for $ 103.3 million, $ 19.3 million and $ 18.8 million, respectively.

2 unchanged sentences

In 2021, the Company's Board of Directors declared the first dividend since the Company's initial public offering in 2007.

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.

Since the fourth quarter of 2021, the Company has declared dividends of $ 0.04 per share of common stock in each quarter, and total dividends declared and paid on common shares during 2025, 2024 and 2023 were $ 6.6 million, $ 6.6 million and $ 6.7 million, respectively.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Comprehensive Income (Loss)

4 unchanged sentences

( 580 ) ( 11,580 ) 34,350 22,190

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

Net realized gains (losses) reclassified to net income ( 40 ) — 3,690 3,650

Net current-period other comprehensive income (loss) ( 540 ) ( 11,580 ) 30,660 18,540

5 unchanged sentences

See Note 13, " Derivative Instruments ," for further details.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes in AOCI by component for the year ended December 31, 2024, are summarized as follows, net of tax (dollars in thousands):

3 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 )

3 unchanged sentences

See Note 17, " Employee Benefit Plans ," for additional details.

Derivative instruments, net of income tax expense of $ 0.7 million.

Derivative instruments, net of income tax of $ 0.9 million.

See Note 13, " 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.

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.

TriMas reports its operations in two segments:

Packaging 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) .

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 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.

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

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

During the year ended December 31, 2025, the Company updated its key reports used by its chief operating decision maker to include segment operating profit.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

Corporate consists of our corporate office and related corporate activities.

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

Packaging – 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).

Specialty Products – TriMas' Specialty Products segment, which includes the Norris Cylinder business, designs, manufactures and distributes highly-engineered steel cylinders for use within industrial and aerospace markets.

On January 31, 2025, the Company completed the divestiture of its Arrow Engine business within its Specialty Products segment.

The Arrow Engine business manufactured and distributed natural gas-fired engines for remote power generation applications and compression systems for use within the North American industrial oil and gas markets.

Corporate consists of the corporate office and related corporate activities.

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

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Segment activity is as follows (dollars in thousands):

Packaging Aerospace Specialty Products Total

Packaging Specialty Products Total

As of December 31, 2025

Net sales $ 535,540 $ 110,180 $ 645,720

Adjusted cost of sales (a)

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

Adjusted selling, general and administrative expenses (b)

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

Other segment items (c)

Cost of sales ( 408,110 ) ( 99,450 )

Selling, general and administrative expenses ( 58,800 ) ( 6,330 )

Other segment items (a)

( 490 ) ( 210 )

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 )

Segment operating profit $ 68,140 $ 4,190 $ 72,330

Corporate (b)

Interest expense ( 18,030 )

Other income (expense), net 990

Income before income tax expense $ 30,040

Income from continuing operations $ 24,260

As of December 31, 2024

Net sales $ 512,320 $ 118,480 $ 630,800

Adjusted cost of sales (a)

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

Adjusted selling, general and administrative expenses (b)

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

Cost of sales ( 388,670 ) ( 112,590 )

Selling, general and administrative expenses ( 56,410 ) ( 7,790 )

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 )

Segment operating profit $ 68,120 $ ( 1,990 ) $ 66,130

Corporate (d)

Interest expense ( 19,560 )

Other income (expense), net 210

Income before income tax expense $ 50,590

Loss from continuing operations $ ( 4,180 )

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Packaging Aerospace Specialty Products Total

Packaging Specialty Products Total

As of December 31, 2023

Net sales $ 463,600 $ 188,550 $ 652,150

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)

Cost of sales ( 354,560 ) ( 144,290 )

Selling, general and administrative expenses ( 48,760 ) ( 7,830 )

Other segment items (a)

( 150 ) ( 30 )

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 )

Segment operating profit $ 60,130 $ 36,400 $ 96,530

Corporate (e)

Interest expense ( 15,920 )

Other income (expense), net 1,110

Income before income tax expense $ 87,670

Income from continuing operations $ 35,850

__________________________

(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

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

(b) I ncludes $ 27.8 million of net asbestos-related benefit, $ 8.3 million of realignment, severance and consulting costs, $ 6.5 million of environmental remediation charges, $ 6.3 million of system implementation costs, $ 5.4 million gain of the sale of Arrow Engine, and $ 0.6 million of mergers, acquisition, diligence and transaction costs.

(c) Other segment items for each reportable segment includes net gain (loss) on dispositions of assets and impairment of indefinite-lived intangible assets for the Packaging segment.

(d) Includes $ 5.5 million of asbestos-related expense, $ 4.7 million of system implementation costs, $ 3.5 million of realignment, severance and consulting costs, $ 3.5 million of mergers, acquisition, diligence and transaction costs, and $ 3.2 million of environmental remediation charges.

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

Packaging Specialty Products Corporate Total

As of December 31, 2025

Capital expenditures $ 28,830 $ 5,950 $ 1,300 $ 36,080

Depreciation and amortization (a)

Depreciation and amortization 34,770 3,010 430 38,210

Total assets (a)

855,080 73,890 112,660 1,041,630

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

As of December 31, 2024

Capital expenditures 30,860 7,100 3,040 41,000

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

Depreciation and amortization (b)

34,250 12,270 220 46,740

Total assets 811,190 89,210 31,720 932,120

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__________________________

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

(a) Corporate total assets as of December, 31, 2025, includes a $ 53.9 million deferred tax asset as a result of the planned divestiture of Aerospace and a $ 34.7 million asbestos-related insurance recovery asset.

" Income Taxes ," and Note 16, " Commitment and Contingencies ," for further details.

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

See Note 10, " Property and Equipment, Net ," for further details.

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approximated $ 12.9 million, $ 10.0 million and $ 27.9 million in 2025, 2024 and 2023, respectively.

The Company's income before income taxes and income tax expense (benefit), each by tax jurisdiction, consists of the following (dollars in thousands):

The Company's income (loss) before income taxes and income tax (benefit) expense, each by tax jurisdiction, consists of the following (dollars in thousands):

Year ended December 31,

2025 2024 2023

Income before income taxes:

Income (loss) before income taxes:

Domestic $ ( 7,590 ) $ ( 31,200 ) $ 3,890

Foreign 31,850 27,020 31,960

Total income before income taxes $ 30,040 $ 50,590 $ 87,670

Current income tax expense:

Total income (loss) before income taxes $ 24,260 $ ( 4,180 ) $ 35,850

Current income tax (benefit) expense:

Federal $ ( 10,530 ) $ ( 6,260 ) $ 1,280

1 unchanged sentence

Foreign 5,510 8,010 8,810

Total current income tax expense 8,330 12,100 22,940

Deferred income tax expense (benefit):

Total current income tax (benefit) expense ( 6,250 ) 2,000 10,670

Deferred income tax (benefit) expense:

Federal ( 44,850 ) ( 1,100 ) ( 220 )

1 unchanged sentence

Foreign 1,540 ( 2,460 ) ( 3,710 )

Total deferred income tax expense (benefit) ( 2,540 ) ( 1,870 ) ( 1,440 )

Income tax expense $ 5,790 $ 10,230 $ 21,500

Total deferred income tax (benefit) expense ( 41,800 ) ( 4,230 ) ( 4,360 )

Income tax (benefit) expense $ ( 48,050 ) $ ( 2,230 ) $ 6,310

TRIMAS CORPORATION

9 unchanged sentences

Tax loss and credit carryforwards 26,410 27,520

Outside basis difference on held for sale assets (Aerospace Group) 53,900 —

Other ( 740 ) ( 290 )

8 unchanged sentences

Gross deferred tax liability ( 54,630 ) ( 52,920 )

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

Net deferred tax asset (liability) $ 35,960 $ ( 6,820 )

During the fourth quarter of 2025, the Company entered into an agreement to sell Aerospace, with the transaction expected to close in 2026.

As a result of this planned divestiture, the Company concluded that the outside basis difference in its Aerospace investment is expected to reverse in the foreseeable future.

Accordingly, the Company recognized a deferred tax asset of $ 53.9 million for the excess of the tax basis over the book basis of the Aerospace investment, in accordance with ASC 740‑30‑25‑9 and 25‑10.

The Company has recorded deferred tax assets on $ 45.0 million of various state operating loss carryforwards and $ 86.3 million of various foreign operating loss carryforwards.

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 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 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, 2025.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2025, the Company adopted ASU 2023-09 “Income Taxes (Topic 740):

Improvements To Income Tax Disclosures” on a prospective basis.

As required by ASU 2023-09, the following table presents the differences between income taxes from continuing operations for financial reporting purposes and the U.S.

statutory rate of 21 % for the year ended December 31, 2025 (dollars in thousands):

Year ended December 31, 2025

Amount Percent

federal statutory tax rate $ 5,100 21.0 %

State and local income taxes, net of federal income tax effect 240 1.0 %

Foreign tax effects

Statutory tax rate difference between foreign jurisdictions and United States 870 3.6 %

Statutory tax rate difference between foreign jurisdictions and United States 320 1.3 %

Other 150 0.6 %

Net operating losses utilization from German Profit and Loss Sharing Agreement ( 1,030 ) ( 4.2 ) %

Other ( 210 ) ( 0.9 ) %

Italy regional tax (IRAP) 390 1.6 %

Tax effect of special depreciation incentives (Hyper/Super Depreciation) ( 420 ) ( 1.7 ) %

Other 30 0.1 %

Deduction of loss from liquidation of foreign subsidiary ( 1,180 ) ( 4.9 ) %

Global Minimum Tax (Pillar Two) 840 3.5 %

Other ( 310 ) ( 1.3 ) %

United Kingdom

Statutory tax rate difference between foreign jurisdictions and United States 540 2.2 %

Other ( 590 ) ( 2.4 ) %

Other foreign jurisdictions 350 1.4 %

Effect of cross-border tax laws ( 70 ) ( 0.3 ) %

Research and development tax credits ( 350 ) ( 1.4 ) %

Nontaxable or nondeductible items

Share-based compensation 590 2.4 %

Interest expense 1,330 5.5 %

Other 90 0.4 %

Changes in unrecognized tax ( 150 ) ( 0.6 ) %

Other adjustments

Outside basis difference on held for sale assets (Aerospace Group) ( 53,900 ) ( 222.2 ) %

Realized outside basis difference on sale of Arrow Engine ( 650 ) ( 2.7 ) %

Other ( 40 ) ( 0.2 ) %

Total tax benefit / Effective tax rate $ ( 48,050 ) ( 198.1 ) %

For 2025, the effect of the state and local income tax category was primarily attributable to California, and the effect of the foreign tax category was primarily attributable to the Netherlands.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

federal statutory rate to income tax expense allocated to income before income taxes (dollars in thousands):

federal statutory rate to income tax expense allocated to income before income taxes (dollars in thousands) for years ended December 31, 2024 and 2023:

Year ended December 31,

2024 2023 2022

federal statutory rate 21 % 21 %

8 unchanged sentences

Other, net 150 ( 1,070 )

Income tax expense $ 5,790 $ 10,230 $ 21,500

The Company has recorded deferred tax assets on $ 24.6 million of various state operating loss carryforwards and $ 92.7 million of various foreign operating loss carryforwards.

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

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Income tax (benefit) expense $ ( 2,230 ) $ 6,310

Unrecognized Tax Benefits

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In addition to the UTBs summarized above, the Company has recorded $ 0.2 million and $ 0.3 million in potential interest and penalties associated with uncertain tax positions as of December 31, 2025 and 2024, respectively.

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is subject to U.S.

4 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.

As required by ASU 2023-09, income taxes paid (refunded) are as follows (dollars in thousands):

Year ended December 31, 2025

Federal $ 2,330

State ( 690 )

California ( 820 )

Foreign 8,990

United Kingdom 1,230

Total paid (refunded), net $ 10,630

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summary Quarterly Financial Data (unaudited)

The Company's unaudited quarterly financial data is as follows (dollars in thousands, except for per share data):

As of December 31, 2025

First Quarter Second Quarter Third Quarter Fourth Quarter

Net sales $ 152,460 $ 171,750 $ 166,020 $ 155,490

Gross profit 32,830 37,950 34,470 32,910

Income (loss) from continuing operations 1,940 2,410 ( 4,890 ) 72,850

Income from discontinued operations, net of income taxes 10,480 14,310 14,190 8,850

Net income 12,420 16,720 9,300 81,700

Earnings per share—basic:

Continuing operations $ 0.05 $ 0.06 $ ( 0.12 ) $ 1.84

Discontinued operations 0.26 0.35 0.35 0.22

Net income per share $ 0.31 $ 0.41 $ 0.23 $ 2.06

Weighted average shares—basic 40,605,288 40,647,361 40,650,933 39,633,498

Earnings per share—diluted:

Continuing operations $ 0.05 $ 0.06 $ ( 0.12 ) $ 1.81

Discontinued operations 0.25 0.35 0.35 0.22

Net income per share $ 0.30 $ 0.41 $ 0.23 $ 2.03

Weighted average shares—diluted 40,969,299 40,929,861 40,650,933 40,148,066

As of December 31, 2024

First Quarter Second Quarter Third Quarter Fourth Quarter

Net sales $ 159,760 $ 162,780 $ 158,530 $ 149,730

Gross profit 37,140 34,720 35,220 22,460

Income (loss) from continuing operations ( 10 ) 3,570 ( 1,990 ) ( 3,520 )

Income from discontinued operations, net of income taxes 5,150 7,370 4,520 9,160

Net income 5,140 10,940 2,530 5,640

Earnings per share—basic:

Continuing operations $ — $ 0.09 $ ( 0.05 ) $ ( 0.09 )

Discontinued operations 0.13 0.18 0.11 0.23

Net income per share $ 0.13 $ 0.27 $ 0.06 $ 0.14

Weighted average shares—basic 41,018,049 40,699,287 40,612,413 40,573,108

Earnings per share—diluted:

Continuing operations $ — $ 0.09 $ ( 0.05 ) $ ( 0.09 )

Discontinued operations 0.13 0.18 0.11 0.23

Net income per share $ 0.13 $ 0.27 $ 0.06 $ 0.14

Weighted average shares—diluted 41,018,049 40,999,038 40,612,413 40,573,108

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Events

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.

GMT Aerospace will become part of the Aerospace reportable segment.

On February 19, 2026 , 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 6, 2026 , to shareholders of record as of the close of business on February 27, 2026 .

On February 26, 2026, the Company announced its Board of Directors authorized the Company to increase the purchase of its common stock up to $ 150 million in the aggregate, adding to the $ 48.9 million remaining under the previous authorization.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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What changed 10-K

Item 8. Financial Statements and Supplementary Data