Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of TriMas Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of TriMas Corporation and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statement of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026 expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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
Critical Audit Matter Description
The Company’s annual impairment assessment for goodwill is performed on October 1st, or more frequently if events or circumstances indicate possible impairment. The Company’s evaluation of goodwill for impairment involved the comparison of the fair value of each reporting unit with goodwill to its carrying value. The fair value is estimated using a weighting of the income and market approaches. The goodwill balance for the Life Sciences reporting unit was $43 million as of December 31, 2025. The fair value of the Life Sciences reporting unit exceeded the carrying value as of the assessment date and, therefore, no impairment was recognized.
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We identified the fair value estimate used in the Life Sciences reporting unit goodwill impairment assessment as a critical audit matter because of the significant estimates and assumptions management makes related to forecasts of revenue growth rates, future EBITDA margins, weighted average cost of capital, valuation multiples, and the terminal growth rate. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures for the impairment 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:
i. The Reporting Unit’s historical revenue growth rates and EBITDA margins.
ii. Internal communications to management and the Board of Directors.
iii. Current industry, market and economic trends.
• We performed a sensitivity analysis of certain assumptions such as revenue growth rates, future EBITDA margins, weighted average cost of capital, valuation multiples, and the terminal growth rate to evaluate the potential change in the fair value resulting from changes in underlying assumptions.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the weighted average cost of capital, valuation multiples, and the terminal growth rate by:
i. Developing a range of independent estimates and comparing those to the weighted average cost of capital and valuation multiples selected by management.
ii. 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.
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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
March 2, 2026
We have served as the Company's auditor since 2013.
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TriMas Corporation
Consolidated Balance Sheet
(Dollars in thousands)
December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 30,020 $ 23,070
Receivables, net 111,270 115,590
Inventories 108,720 110,440
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
Property and equipment, net 247,510 237,700
Operating lease right-of-use assets 31,800 32,440
Goodwill 300,280 287,060
Other intangibles, net 76,550 78,390
Deferred income taxes 53,670 10,760
Other assets 45,430 9,410
Non-current assets, held for sale 267,170 241,780
Total assets $ 1,485,080 $ 1,324,180
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 72,280 $ 72,350
Accrued liabilities 59,640 42,760
Lease liabilities, current portion 4,100 6,000
Current liabilities, held for sale 47,650 38,320
Total current liabilities 183,670 159,430
Long-term debt, net 469,170 398,120
Lease liabilities 31,810 30,240
Deferred income taxes 17,710 17,580
Other long-term liabilities 65,840 42,170
Non-current liabilities, held for sale 11,290 9,340
Total liabilities 779,490 656,880
Preferred stock $ 0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None
— —
Common stock, $ 0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 37,630,206 shares at December 31, 2025 and 40,574,847 shares at December 31, 2024
380 410
Paid-in capital 577,810 663,770
Retained earnings 127,410 21,670
Accumulated other comprehensive loss ( 10 ) ( 18,550 )
Total shareholders' equity 705,590 667,300
Total liabilities and shareholders' equity $ 1,485,080 $ 1,324,180
The accompanying notes are an integral part of these financial statements.
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TriMas Corporation
Consolidated Statement of Income
(Dollars in thousands, except per share amounts)
Year ended December 31,
2025 2024 2023
Net sales $ 645,720 $ 630,800 $ 652,150
Cost of sales ( 507,560 ) ( 501,260 ) ( 498,850 )
Gross profit 138,160 129,540 153,300
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 )
Impairment of indefinite-lived intangible assets — ( 230 ) —
Operating profit 41,300 15,170 50,660
Other expense, net:
Interest expense ( 18,030 ) ( 19,560 ) ( 15,920 )
Other income (expense), net 990 210 1,110
Other expense, net ( 17,040 ) ( 19,350 ) ( 14,810 )
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 (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 (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
Weighted average common shares - diluted 40,790,137 40,725,714 41,685,348
The accompanying notes are an integral part of these financial statements.
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TriMas Corporation
Consolidated Statement of Comprehensive Income
(Dollars in thousands)
Year ended December 31,
2025 2024 2023
Net income $ 120,140 $ 24,250 $ 40,360
Other comprehensive income (loss):
Defined benefit plans (Note 17) ( 540 ) ( 2,280 ) ( 350 )
Foreign currency translation 30,660 ( 19,960 ) 11,680
Derivative instruments (Note 13) ( 11,580 ) 3,040 ( 2,060 )
Total other comprehensive income (loss) 18,540 ( 19,200 ) 9,270
Total comprehensive income $ 138,680 $ 5,050 $ 49,630
The accompanying notes are an integral part of these financial statements.
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TriMas Corporation
Consolidated Statement of Cash Flows
(Dollars in thousands)
Year ended December 31,
2025 2024 2023
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
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact:
Impairment of indefinite-lived intangible assets — 230 1,120
(Gain) loss on dispositions of assets ( 4,510 ) ( 1,000 ) 180
Depreciation 39,710 48,120 39,410
Amortization of intangible assets 17,320 16,800 18,180
Amortization of debt issue costs 950 960 930
Deferred income taxes ( 37,390 ) ( 3,240 ) ( 1,710 )
Non-cash compensation expense 11,540 6,960 9,670
Provision for losses on accounts receivable ( 1,250 ) ( 1,000 ) 2,450
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 )
(Increase) decrease in prepaid expenses and other assets 4,050 ( 2,340 ) 4,760
Increase (decrease) in accounts payable and accrued liabilities ( 2,360 ) 560 ( 14,520 )
Other operating activities ( 6,990 ) 6,350 ( 80 )
Net cash provided by operating activities 117,450 63,780 88,160
Cash Flows from Investing Activities:
Capital expenditures ( 48,350 ) ( 50,960 ) ( 54,190 )
Acquisition of businesses, net of cash acquired ( 37,730 ) — ( 77,340 )
Cross-currency swap terminations — ( 3,760 ) ( 3,370 )
Settlement of foreign currency exchange forward contract — 3,760 —
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 )
Cash Flows from Financing Activities:
Proceeds from borrowings on revolving credit facilities 356,300 308,930 117,990
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 )
Shares surrendered upon exercise and vesting of equity awards to cover taxes ( 2,000 ) ( 1,760 ) ( 2,700 )
Dividends paid ( 6,610 ) ( 6,630 ) ( 6,700 )
Other financing activities 290 ( 2,330 ) ( 3,320 )
Net cash used for financing activities ( 46,450 ) ( 28,640 ) ( 30,940 )
Cash and Cash Equivalents:
Increase (decrease) for the year 6,950 ( 11,820 ) ( 77,200 )
At beginning of year 23,070 34,890 112,090
At end of year $ 30,020 $ 23,070 $ 34,890
Supplemental disclosure of cash flow information:
Cash paid for interest $ 18,760 $ 18,730 $ 14,320
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.
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TriMas Corporation
Consolidated Statement of Shareholders' Equity
Years Ended December 31, 2025, 2024 and 2023
(Dollars in thousands)
Common
Stock Paid-In
Capital Retained Earnings (Accumulated
Deficit) Accumulated
Other
Comprehensive
Income (Loss) Total
Balances at December 31, 2022 $ 420 $ 696,160 $ ( 36,130 ) $ ( 8,620 ) $ 651,830
Net income — — 40,360 — 40,360
Other comprehensive income — — — 9,270 9,270
Purchase of common stock ( 10 ) ( 18,770 ) — — ( 18,780 )
Shares surrendered upon exercise and vesting of equity awards to cover taxes — ( 2,700 ) — — ( 2,700 )
Non-cash compensation expense — 9,670 — — 9,670
Dividends declared — ( 6,700 ) — — ( 6,700 )
Balances at December 31, 2023 $ 410 $ 677,660 $ 4,230 $ 650 $ 682,950
Net income — — 24,250 — 24,250
Other comprehensive loss — — — ( 19,200 ) ( 19,200 )
Purchase of common stock — ( 19,090 ) ( 180 ) — ( 19,270 )
Shares surrendered upon exercise and vesting of equity awards to cover taxes — ( 1,760 ) — — ( 1,760 )
Non-cash compensation expense — 6,960 — — 6,960
Dividends declared — — ( 6,630 ) — ( 6,630 )
Balances at December 31, 2024 $ 410 $ 663,770 $ 21,670 $ ( 18,550 ) $ 667,300
Net income — — 120,140 — 120,140
Other comprehensive income — — — 18,540 18,540
Purchase of common stock ( 30 ) ( 95,500 ) ( 7,790 ) — ( 103,320 )
Shares surrendered upon exercise and vesting of equity awards to cover taxes — ( 2,000 ) — — ( 2,000 )
Non-cash compensation expense — 11,540 — — 11,540
Dividends declared — — ( 6,610 ) — ( 6,610 )
Balances at December 31, 2025 $ 380 $ 577,810 $ 127,410 $ ( 10 ) $ 705,590
The accompanying notes are an integral part of these financial statements.
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
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. Actual results may differ from such estimates and assumptions due to risks and uncertainties, including uncertainty and volatility in the current economic environment due to input cost inflation, supply chain disruptions, shortages in global markets for commodities, logistics and labor. 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.
2. New Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires enhanced jurisdictional disclosures for income taxes paid and requires the use of specific categories in the effective tax rate reconciliation as well as additional information for reconciling items that meet a quantitative threshold. 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 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): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires disclosures, in the notes to the financial statements, about the types of expenses included in certain expense captions presented on the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. Summary of Significant Accounting Policies
Principles of Consolidation. The accompanying consolidated financial statements include the accounts and transactions of TriMas and its subsidiaries. Intercompany transactions have been eliminated.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. 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, 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.
Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents also includes restricted cash, if any, held on deposit with a financial institution as cash collateral for the Company's outstanding letters of credit.
Receivables. Receivables are presented net of allowances for doubtful accounts of $ 1.3 million and $ 2.4 million at December 31, 2025 and 2024, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company's best estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base.
Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost.
Pre-production costs related to long-term supply arrangements . Engineering, research and development, and other pre-production design and development costs for products sold on long-term supply arrangements are expensed as incurred unless the Company has a contractual guarantee for reimbursement from the customer. If a contractual guarantee for reimbursement exists, unbilled customer-owned tooling costs are recorded as an asset within other prepaid expenses and other current assets. Costs for molds, dies and other tools owned by the Company to produce products under long-term supply arrangements are recorded at cost within property and equipment, net and amortized in to cost of sales over the shorter of the term of the arrangement or over the estimated useful lives of the assets, which is generally three to 15 years.
Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying consolidated statement of income. Repair and maintenance costs are charged to expense as incurred.
Depreciation and Amortization. Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: building and land/building improvements three to 40 years, and machinery and equipment, three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from five to 25 years, while technology and other intangibles are amortized over periods ranging from one to 30 years.
Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews, on at least a quarterly basis, the financial performance of its businesses for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value.
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill. The Company assesses goodwill for impairment on an annual basis (October 1 test date) by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. An impairment loss is recognized when the carrying value of a reporting unit's goodwill exceeds its fair value.
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 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. Such events and circumstances can include macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, and capital markets pricing. The Company considers the extent to which any identified adverse events and circumstances affect the comparison of a reporting unit's fair value with its carrying value. The Company places more weight on the events and circumstances that most affect a reporting unit's fair value or the carrying value of its net assets. The Company considers positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company also considers its most recent valuations of its reporting units, including the difference between the most recent fair value estimate and the carrying value. Each of these factors is considered by management in reaching its conclusion about whether a quantitative goodwill impairment test is necessary to estimate the fair value of its reporting units.
If the Company concludes that conducting a quantitative assessment is required or if the Company elects the option to bypass the qualitative assessment, the Company determines the fair value of the reporting unit being evaluated utilizing a combination of two valuation techniques: discounted cash flow (income approach) and market comparable method (market approach). The income approach is based on management's operating plan and internal five-year forecast and utilizes forward-looking assumptions and projections, on a discounted basis, but considers factors unique to each reporting unit and related long-range plans that may not be comparable to other companies and that are not yet public. The market approach considers potentially comparable companies and transactions within the industries where the Company's reporting units participate, and applies their valuation multiples to the financial projections of the Company's reporting units. This approach utilizes data from actual marketplace transactions, but reliance on its results is limited by difficulty in identifying companies that are specifically comparable to the Company's reporting units, considering the diversity of the Company's businesses, the relative sizes and levels of complexity. The Company also uses the direct market data method by comparing its book value and the estimates of fair value of the reporting units to the Company's market capitalization. Management uses this comparison as additional evidence of the fair value of the Company, as its market capitalization may be suppressed by other factors such as the control premium associated with a controlling shareholder, the Company's degree of leverage and the float of the Company's common stock. Management evaluates and weights the results based on a combination of the income and market approaches, and, in situations where the income approach results differ significantly from the market and direct data approaches, management re-evaluates and adjusts, if necessary, its assumptions.
Based on the quantitative test, if it is determined that the carrying value of the reporting unit is higher than its fair value, goodwill is impaired and is written down to the fair value amount; however, the loss recognized will not exceed the total amount of goodwill allocated to the reporting unit. See Note 8, " Goodwill and Other Intangible Assets ," for further details regarding the Company's goodwill impairment testing.
Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets (primarily trademark/trade names) for impairment on an annual basis (October 1 test date) by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. An impairment loss is recognized when the carrying value of the asset exceeds its fair value.
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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. In addition to the events and circumstances that the Company considers above in its qualitative analysis for potential goodwill impairment, the Company also considers legal, regulatory and contractual factors that could affect the fair value or carrying value of the Company's indefinite-lived intangible assets. The Company also considers its most recent valuations of its indefinite-lived intangible assets, including the difference between the most recent fair value estimates and the carrying values. These factors are all considered by management in reaching its conclusion about whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. If management concludes that further testing is required, the Company performs a quantitative valuation to estimate the fair value of its indefinite-lived intangible assets. In conducting the quantitative impairment analysis, the Company determines the fair value of its indefinite-lived intangible assets using the relief-from-royalty method. The relief-from-royalty method involves the estimation of appropriate market royalty rates for the indefinite-lived intangible assets and the application of these royalty rates to forecasted net sales attributable to the intangible assets. The resulting cash flows are then discounted to present value, using a rate appropriately reflecting the risks inherent in the cash flows, which then is compared to the carrying value of the assets. If the carrying value exceeds fair value, an impairment is recorded. See Note 8, " Goodwill and Other Intangible Assets ," for further details regarding the Company's indefinite-lived intangible asset impairment testing.
High Deductible Insurance. The Company generally has high deductible insurance programs for losses and liabilities related to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. The Company is generally responsible for up to $ 0.8 million per occurrence under its retention program for workers' compensation, up to $ 1.5 million per occurrence under its retention programs for comprehensive general, product and vehicle liability, and has a $ 0.4 million per occurrence stop-loss limit with respect to its group medical plan. Total insurance limits under these retention programs vary by year for comprehensive general, product and vehicle liability and extend to the applicable statutory limits for workers' compensation. Reserves for claims losses, including an estimate of related litigation defense costs, are recorded based upon the Company's estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change.
Pension Plans. The Company engages independent actuaries to compute the amounts of liabilities and expenses under defined benefit pension plans, subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. Assumptions used in the actuarial calculations could have a significant impact on plan obligations, and a lesser impact on current period expense. Annually, the Company reviews the actual experience compared to the significant assumptions used and makes adjustments to the assumptions, if warranted. Discount rates are based on an expected benefit payments duration analysis and the equivalent average yield rate for high-quality, fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based on actual historical returns and a review of other public company pension asset return data, modified for known changes in the market and any expected change in investment policy. See Note 17, " Employee Benefit Plans ," for further information.
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. 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 "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.
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Revenue Recognition. Revenue is recognized when control of promised goods is transferred to customers, which generally occurs when products are shipped from the Company’s facilities to its customers. The amount of revenue recorded reflects the consideration the Company expects to be entitled to receive in exchange for transferring those goods. Net sales are comprised of gross revenues, based on observed stand-alone selling prices, less estimates of expected returns, trade discounts and customer allowances, which include incentives such as volume and other discounts in connection with various supply programs. Such deductions are estimated and recorded during the period the related revenue is recognized. The Company may adjust these estimates when the expected amount of consideration changes based on sales volumes or other contractual terms. Sales and other consumption taxes the Company collects from customers and remits to government agencies are excluded from revenue. The Company elected to account for freight and shipping costs that occur after control of the related goods transfer to the customer as a fulfillment cost rather than an additional performance obligation. Freight and shipping costs charged to customers are included within net sales and freight and shipping costs incurred are included within cost of sales, all within the accompanying consolidated statement of income. The nature and timing of the Company's revenue transactions are similar, as substantially all revenue is based on point-in-time transactions with customers under industry-standard payment terms. The Company may require shortened payment terms, including cash-in-advance, on an individual customer basis depending on its assessment of the customer's credit worthiness.
Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs.
Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: 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.
Income Taxes. The Company computes income taxes using the asset and liability method, whereby deferred income taxes using current enacted tax rates are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. The Company determines valuation allowances based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and records a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. See Note 22, " Income Taxes ," for further information.
Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Adjustments resulting from translating the functional currency into U.S. 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 $ 1.6 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.
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Derivative Financial Instruments. The Company records derivative financial instruments at fair value on the balance sheet as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, the changes in the fair value of the derivative is recognized as a component of other comprehensive income (loss) until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. If a derivative is designated as a net investment hedge, such as the Company's cross-currency swaps, then the changes in the fair value of the derivative is recognized in other comprehensive income (loss) and will be subsequently reclassified to earnings when the hedged net investment is either sold or substantially liquidated. Net interest payments received on cross-currency swaps are recognized in interest expense in the accompanying consolidated statement of income and are generally classified within operating cash flows in the accompanying consolidated statement of cash flows. If a cross-currency swap is deemed to contain an other-than-insignificant financing element, then the cash flows related to the instrument are classified as financing activities in the accompanying consolidated statement of cash flows. The Company formally documents hedging relationships for its derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. See Note 13, " Derivative Instruments ," for further information.
Fair Value of Financial Instruments. In accounting for and disclosing the fair value of financial instruments, the Company uses the following hierarchy:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
Valuation of the Company's cross-currency swaps are based on the income approach, which uses observable inputs such as interest rate yield curves and forward currency exchange rates, as applicable.
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.
Business Combinations. The Company records assets acquired and liabilities assumed from acquisitions at fair value. The fair value of working capital accounts generally approximates book value. The valuation of inventory, property, plant and equipment, and intangible assets requires significant assumptions. Inventory is recorded at fair value based on the estimated selling price less costs to sell, including completion, disposal and holding period costs with a reasonable profit margin. Property and equipment is recorded at fair value using a combination of both the cost and market approaches for both the real and personal property acquired. Under the cost approach, consideration is given to the amount required to construct or purchase a new asset of equal value at current prices, with adjustments in value for physical deterioration, as well as functional and economic obsolescence. Under the market approach, recent transactions for similar types of assets are used as the basis for estimating fair value. For trademark/trade names and technology and other intangible assets, the estimated fair value is based on projected discounted future net cash flows using the relief-from-royalty method. For customer relationship intangible assets, the estimated fair value is based on projected discounted future cash flows using the excess earnings method. 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.
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Stock-based Compensation. The Company recognizes compensation expense related to equity awards based on their fair values as of the grant date. For awards with only a service condition, awards granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and awards granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for awards granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Performance-based equity awards may have targets tied to performance and/or market-based conditions. Market-based conditions are taken into consideration in determining the grant date fair value, and the related compensation expense is recognized regardless of whether the market condition is satisfied, provided the requisite service has been provided. For performance condition components, the Company periodically updates the probability that the performance conditions will be achieved and adjusts expense accordingly, reflecting the change from prior estimate, if any, in current period non-cash stock compensation expense. The disclosed number of awards granted considers only the targeted number of units until such time that the performance condition has been satisfied. If the performance conditions are not achieved, no award is earned. See Note 18, " Equity Awards ," for further information.
Other Comprehensive Income (Loss). The Company refers to other comprehensive income (loss) as revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in comprehensive income (loss) but are excluded from net earnings as these amounts are recorded directly as an adjustment to shareholders' equity. 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.
4. 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, 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 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. ("Aarts"), a luxury packaging solutions provider for beauty and lifestyle brands, as well as for customers in the food and life sciences end markets, for a purchase price of $ 37.8 million, net of cash acquired. The fair value of assets acquired and liabilities assumed included $ 20.4 million of goodwill, $ 10.9 million of intangible assets, $ 8.5 million of property and equipment, $ 7.4 million of net working capital, $ 3.9 million of net deferred tax liabilities and $ 5.5 million of other liabilities. Aarts, which is reported in the Company's Packaging segment, is located in Waalwijk, the Netherlands, and historically generated € 23 million in annual revenue.
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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.
5. 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
Assets
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
Liabilities
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
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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 $ — $ —
6. 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.
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2023 Realignment Actions
During 2023, the Company incurred realignment charges in its Packaging segment, related to the closure and consolidation of two manufacturing facilities located in China into one new, larger facility in the Haining region, and for costs incurred to close and consolidate its Rohnert Park, California, manufacturing facility operations into other existing U.S. production locations. In connection with these actions, the Company recorded pre-tax realignment charges of $ 10.3 million, of which $ 2.1 million were for employee-related costs, $ 0.8 million were for inventory write-downs, $ 5.2 million were for other facility move and consolidation costs, and $ 2.2 million were related to charges to accelerate the depreciation of certain fixed assets. 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.
7. Revenue
The following table presents the Company’s disaggregated net sales by primary market served (dollars in thousands):
Year ended December 31,
Customer End Markets 2025 2024 2023
Consumer Products $ 437,770 $ 418,110 $ 381,930
Industrial 207,950 212,690 270,220
Total net sales $ 645,720 $ 630,800 $ 652,150
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 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.
8. Goodwill and Other Intangible Assets
Goodwill
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 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.
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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. The income-based approach was conducted using the discounted cash flow method, for which management updated its internal five-year forecast. Assumptions in estimating the future cash flows were based on Level 3 inputs under the fair value hierarchy. The Company also selected appropriate terminal growth rates as well as weighted average cost of capital rates, which considered various factors including the level of inherent risk in achieving the forecast based on prior history and current market conditions. 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 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):
Specialty
Packaging Products Total
Balance, December 31, 2023 $ 287,350 $ 6,560 $ 293,910
Foreign currency translation and other ( 6,850 ) — ( 6,850 )
Balance, December 31, 2024 $ 280,500 $ 6,560 $ 287,060
Foreign currency translation and other 13,220 — 13,220
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 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 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.
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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. The Company performed a qualitative assessment for the Aarts trade name as it was acquired less than one year prior and has long-term sales projections consistent with those expected in the purchase price valuation. 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 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, reported within the results of discontinued operations.
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):
As of December 31, 2025 As of December 31, 2024
Intangible Category by Useful Life Gross Carrying
Amount Accumulated
Amortization Gross Carrying
Amount Accumulated
Amortization
Finite-lived intangible assets:
Customer relationships, 5 - 12 years $ 99,270 $ ( 71,810 ) $ 95,110 $ ( 65,340 )
Customer relationships, 15 - 25 years 39,280 ( 39,280 ) 39,280 ( 38,180 )
Total customer relationships 138,550 ( 111,090 ) 134,390 ( 103,520 )
Technology and other, 1 - 15 years 13,630 ( 12,140 ) 15,100 ( 13,500 )
Technology and other, 17 - 30 years 41,600 ( 39,740 ) 41,600 ( 39,380 )
Total technology and other 55,230 ( 51,880 ) 56,700 ( 52,880 )
Indefinite-lived intangible assets:
Trademark/Trade names 45,740 — 43,700 —
Total other intangible assets $ 239,520 $ ( 162,970 ) $ 234,790 $ ( 156,400 )
Amortization expense related to intangible assets as included in the accompanying consolidated statement of income is summarized as follows (dollars in thousands):
Year ended December 31,
2025 2024 2023
Technology and other, included in cost of sales $ 730 $ 720 $ 680
Customer relationships, included in selling, general and administrative expenses 5,950 5,800 6,160
Total amortization expense $ 6,680 $ 6,520 $ 6,840
Estimated amortization expense for the next five fiscal years beginning after December 31, 2025 is as follows (dollars in thousands):
Year ended December 31, Estimated Amortization Expense
2026 $ 5,200
2027 5,100
2028 5,080
2029 4,810
2030 4,570
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9. Inventories
Inventories consist of the following components (dollars in thousands):
December 31,
2025 December 31,
2024
Finished goods $ 45,540 $ 43,940
Work in process 24,130 22,680
Raw materials 39,050 43,820
Total inventories $ 108,720 $ 110,440
10. Property and Equipment, Net
Property and equipment consists of the following components (dollars in thousands):
December 31,
2025 December 31,
2024
Land and land improvements $ 7,290 $ 7,670
Building and building improvements 66,590 67,610
Machinery and equipment 450,960 415,090
524,840 490,370
Less: Accumulated depreciation 277,330 252,670
Property and equipment, net $ 247,510 $ 237,700
Depreciation expense as included in the accompanying consolidated statement of income is as follows (dollars in thousands):
Year ended December 31,
2025 2024 2023
Depreciation expense, included in cost of sales $ 30,560 $ 39,180 $ 30,710
Depreciation expense, included in selling, general and administrative expense 970 1,040 880
Total depreciation expense $ 31,530 $ 40,220 $ 31,590
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.
11. Accrued Liabilities
Accrued liabilities consist of the following components (dollars in thousands):
December 31,
2025 December 31,
2024
Accrued payroll $ 22,040 $ 11,980
High deductible insurance 2,190 1,760
Deferred revenue 10,580 7,360
Other 24,830 21,660
Total accrued liabilities $ 59,640 $ 42,760
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. Long-term Debt
The Company's long-term debt consists of the following (dollars in thousands):
December 31,
2025 December 31,
2024
4.125% Senior Notes due April 2029 $ 400,000 $ 400,000
Credit Agreement 72,790 1,500
Debt issuance costs ( 3,620 ) ( 3,380 )
Long-term debt, net $ 469,170 $ 398,120
Senior Notes
The Company has $ 400.0 million aggregate principal amount of 4.125 % senior notes outstanding due April 15, 2029 ("Senior Notes"). The Senior Notes accrue interest at a rate of 4.125 % per annum, payable semi-annually in arrears on April 15 and October 15. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company. The Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and effectively subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
The Company may redeem all or part of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:
Year Percentage
2025 101.031 %
2026 and thereafter 100.000 %
Credit Agreement
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.
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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.
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. 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. 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, 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.
Other Revolving Loan Facility
In May 2021, the Company, through one of its non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $ 4 million. The facility is guaranteed by TriMas Corporation. There were no borrowings outstanding on this loan facility as of December 31, 2025 or 2024.
Long-term Debt Maturities
Future maturities of the face value of long-term debt at December 31, 2025 are as follows (dollars in thousands):
Year Ending December 31: Future Maturities
2026 $ —
2027 —
2028 —
2029 400,000
2030 72,790
Thereafter —
Total $ 472,790
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Fair Value of Debt
The valuations of the Senior Notes and revolving credit facility were determined based on Level 2 inputs under the fair value hierarchy, as defined. The carrying amounts and fair values were as follows (dollars in thousands):
December 31, 2025 December 31, 2024
Carrying Amount Fair Value Carrying Amount Fair Value
4.125% Senior Notes due April 2029 $ 400,000 $ 387,000 $ 400,000 $ 365,000
Revolving credit facility 72,790 72,790 1,500 1,500
Debt Issuance Costs
The Company's unamortized debt issuance costs approximated $ 3.6 million and $ 3.4 million at December 31, 2025 and 2024, respectively, and are included as a direct reduction from the related debt liability in the accompanying consolidated balance sheet. These amounts consisted primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. 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.
13. Derivative Instruments
Derivatives Designated as Hedging Instruments
The Company uses cross-currency swap agreements to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically converts a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. At inception, the Company designates its cross-currency swaps as net investment hedges.
In June 2024, the Company entered into a cross-currency swap agreement effective as of June 27, 2024, with a notional amount of $ 75.0 million and a contract period end date of October 15, 2027. Under the terms of the agreement, the Company is to receive net interest payments at a fixed rate of approximately 1.43 % of the notional amount. At inception, the cross-currency swap was designated as a net investment hedge.
In February 2024, the Company entered into a cross-currency swap agreement effective as of April 15, 2024, with a notional amount of $ 75.0 million and a contract period end date of April 15, 2029. Under the terms of the agreement, the Company is to receive net interest payments at a fixed rate of approximately 1.06 % of the notional amount. At inception, the cross-currency swap was designated as a net investment hedge. At designation, the cross currency swap had an inception date non-zero fair value equal to a $ 4.9 million liability, which offset the inception date non-zero fair value of a $ 75.0 million foreign currency exchange forward contract entered into on the same date. The non-zero fair value of the cross currency swap was recognized in other income (expense), net in the consolidated statement of income during the year ended December 31, 2024.
In February 2024, immediately prior to entering into the new cross-currency swap agreement, the Company voluntarily discontinued hedge accounting for its existing cross-currency swap agreement, de-designating the swap as a net investment hedge. The de-designated agreement had a notional amount of $ 75.0 million and a contract period end date of April 15, 2024. Under the terms of the agreement, the Company received net interest payments at a fixed rate of approximately 2.4 % of the notional amount. At contract settlement, the cross currency swap agreement had a fair value equal to a $ 3.8 million liability, which was offset by the settlement of the $ 75.0 million foreign currency exchange forward contract that ended on the same date, both of which were classified as an investing activity in the accompanying consolidated statement of cash flows.
As of December 31, 2025 and 2024, the fair value carrying amount of the Company's derivatives designated as hedging instruments are recorded as follows (dollars in thousands):
Asset / (Liability) Derivatives
Derivatives designated as hedging instruments Balance Sheet Caption December 31, 2025 December 31, 2024
Net Investment Hedges
Cross-currency swaps Other long-term liabilities $ ( 18,270 ) $ ( 2,920 )
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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):
Amount of Income Recognized
in AOCI on Derivative
(net of tax) Location of Income (Loss) Reclassified from AOCI into Earnings Amount of Income (Loss) Reclassified from
AOCI into Earnings
As of December 31, Year ended December 31,
2025 2024 2025 2024 2023
Net Investment Hedges
Cross-currency swaps $ 4,720 $ 16,300 Other income (expense), net $ — $ — $ —
Over the next 12 months, the Company does no t expect to reclassify any pre-tax deferred amounts from AOCI into earnings.
Derivatives Not Designated as Hedging Instruments
As of December 31, 2025, the Company was party to foreign currency exchange forward contracts to economically hedge changes in foreign currency rates with notional amounts of $ 139.9 million. The Company uses foreign exchange contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain of its receivables, payables and intercompany transactions denominated in foreign currencies. The foreign exchange contracts primarily mitigate currency exposures between the U.S. 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; therefore, gains and losses on these contracts are recognized each period directly into the consolidated statement of income.
The following table summarizes the effects of derivatives not designated as hedging instruments on the Company's consolidated statement of income (dollars in thousands):
Amount of Income (Loss) Recognized in Earnings on Derivatives
Year ended December 31,
Location of Income (Loss)
Recognized in
Earnings on Derivatives 2025 2024 2023
Derivatives not designated as hedging instruments
Foreign exchange contracts Other income (expense), net $ ( 9,140 ) $ 8,590 $ ( 1,880 )
Cross-currency swaps Other income (expense), net — 810 —
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Fair Value of Derivatives
The fair value of the Company's derivative instruments are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's cross-currency swaps and foreign exchange contracts use observable inputs such as interest rate yield curves and forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 are as follows (dollars in thousands):
Description Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
December 31, 2025
Cross-currency swaps Recurring $ ( 18,270 ) $ — $ ( 18,270 ) $ —
Foreign exchange contracts Recurring $ 90 $ — $ 90 $ —
December 31, 2024
Cross-currency swaps Recurring $ ( 2,920 ) $ — $ ( 2,920 ) $ —
Foreign exchange contracts Recurring $ 360 $ — $ 360 $ —
14. Leases
The majority of the Company's lease obligations are non-cancelable operating leases for certain equipment and facilities. The Company's finance leases are for certain equipment as part of the Company's acquisition of Aarts. Leases with an initial term of 12 months or less are not recorded on the balance sheet; expense related to these leases is recognized on a straight-line basis over the lease term.
Supplemental balance sheet information related to the Company's leases are shown below (dollars in thousands):
Balance Sheet Location December 31, 2025 December 31, 2024
Assets
Operating leases Operating lease right-of-use assets $ 31,800 $ 32,440
Finance leases Property and equipment, net (a)
2,150 2,110
Total lease assets $ 33,950 $ 34,550
Liabilities
Current:
Operating leases Lease liabilities, current portion $ 3,480 $ 5,540
Finance leases Lease liabilities, current portion 620 460
Long-term:
Operating leases Lease liabilities 31,080 29,080
Finance leases Lease liabilities 730 1,160
Total lease liabilities $ 35,910 $ 36,240
__________________________
(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.
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The components of lease expense are as follows (dollars in thousands):
Year ended December 31,
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
Finance lease cost:
Depreciation of lease assets Cost of sales 240 220 220
Interest on lease liabilities Interest expense 40 50 60
Short-term, variable and other lease costs Cost of sales and Selling, general and administrative expenses 3,550 3,440 3,110
Total lease cost $ 12,240 $ 11,120 $ 12,560
Maturities of lease liabilities are as follows (dollars in thousands):
Year ended December 31, Operating Leases (a)
Finance Leases (a)
2026 $ 8,900 $ 650
2027 7,690 750
2028 6,750 —
2029 5,570 —
2030 4,330 —
Thereafter 6,450 —
Total lease payments 39,690 1,400
Less: Imputed interest ( 5,130 ) ( 50 )
Present value of lease liabilities $ 34,560 $ 1,350
__________________________
(a) The maturity table excludes cash flows associated with exited lease facilities. Liabilities for exited lease facilities are included in accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet.
Other information related to the Company's leases are as follows (dollars in thousands):
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 7,610 $ 7,150 $ 8,220
Operating cash flows from finance leases 40 50 60
Financing cash flows from finance leases 500 480 450
Lease assets obtained in exchange for new lease liabilities:
Operating leases 5,250 4,760 8,310
Finance leases — — 2,620
The weighted-average remaining term of the Company's operating leases and finance leases as of December 31, 2025, is 5.6 and 1.6 years, respectively. The weighted-average discount rate for operating and finance leases as of December 31, 2025, is 4.4 % and 2.6 %, respectively.
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15. Other Long-term Liabilities
Other long-term liabilities consist of the following components (dollars in thousands):
December 31,
2025 December 31,
2024
Non-current asbestos-related liabilities $ 32,700 $ 27,200
Other long-term liabilities 33,140 14,970
Total other long-term liabilities $ 65,840 $ 42,170
16. Commitments and Contingencies
Environmental
The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges and chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners' or operators' releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment and compliance with environmental permits.
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. Actual costs incurred resulting from the ultimate resolution of these uncertainties could exceed the amount accrued.
While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company's business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation, could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment or investigation and cleanup of contaminated sites.
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Asbestos
As of December 31, 2025, the Company was a party to 591 pending cases involving an aggregate of 5,080 claimants 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 following chart summarizes the number of claims, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, at the applicable date and for the applicable periods:
Claims
pending at
beginning of
period Claims filed
during
period Claims
dismissed
during
period Claims
settled
during
period Claims
pending at end of period Average
settlement
amount per
claim during
period Total defense
costs during
period
Fiscal year ended December 31, 2025 4,968 302 157 33 5,080 $ 18,091 $ 1,580,000
Fiscal year ended December 31, 2024 4,863 269 131 33 4,968 $ 20,083 $ 1,750,000
Fiscal year ended December 31, 2023 4,798 261 160 36 4,863 $ 15,465 $ 1,920,000
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. The cost of settling cases in which product identification can be made may increase, and the Company may be subjected to further claims in respect of the former activities of its acquired gasket distributors. The cost of claims varies as claims may be initially made in some jurisdictions without specifying the amount sought or by simply stating the requisite or maximum permissible monetary relief, and may be amended to alter the amount sought. The large majority of claims do not specify the amount sought. Of the 5,080 claims pending at December 31, 2025, 33 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). At December 31, 2025, of the 33 claims that set forth specific amounts, there were no claims seeking more than $5 million for punitive damages. Below is a breakdown of the compensatory damages sought for those claims seeking specific amounts:
Compensatory
Range of damages sought (in millions) $0.0 to $0.6 $0.6 to $5.0 $5.0+
Number of claims — 5 28
Relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 30 years ago, have been $ 14.4 million. All relief sought in the asbestos cases is monetary in nature. 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 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.
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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 (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 and reasonably estimable. 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,
2025 2024
Asbestos-related benefit (costs), net
$ 27,770 $ ( 5,510 )
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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.
Claims and Litigation
The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position and results of operations or cash flows.
17. Employee Benefit Plans
Pension and Profit-Sharing Benefits
The Company provides a defined contribution profit sharing plan for the benefit of substantially all the Company's domestic salaried and non-union hourly employees. The plan contains both contributory and noncontributory profit sharing arrangements, as defined. Aggregate charges included in the accompanying consolidated statement of income under this plan were $ 2.7 million, $ 2.7 million and $ 2.6 million in 2025, 2024 and 2023, respectively. Certain of the Company's non-U.S. and union hourly employees participate in defined benefit pension plans.
Plan Assets, Expenses and Obligations
During the fourth quarter 2024, the Company entered into a buy-in contract with a third party insurer for the Company’s United Kingdom defined benefit obligations. The buy-in insurance contract covers substantially all future benefit plan payments for the U.K plan. The primary benefit obligation remains with the Company and the insurance contract remains an asset of the U.K. pension plan. The insurance contract is classified as a Level 3 investment and is valued on an insurer pricing basis based on the purchase price adjusted for changes in discount rates and other actuarial assumptions, which approximates fair value. The buy-in arrangement is a precursor to a possible future conversion into a buy-out arrangement where the insurance company would assume full responsibility for the U.K. pension plan pension obligations, at which time the Company would derecognize the assets and liabilities of the pension plan and realize a settlement charge as a component of the net periodic pension cost.
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):
Pension Benefit
2025 2024 2023
Service cost $ 560 $ 510 $ 490
Interest cost 1,300 1,300 1,290
Expected return on plan assets ( 1,030 ) ( 2,040 ) ( 2,140 )
Settlements and curtailments 140 — 1,020
Amortization of net loss 110 190 120
Net periodic benefit expense (income) (a)
$ 1,080 $ ( 40 ) $ 780
__________________________
(a) The net periodic benefit expense for the U.S. defined benefit pension plans was $ 0.4 million, $ 0.5 million and $ 0.5 million for 2025, 2024 and 2023, respectively. The net periodic benefit expense (income) for the non-U.S. defined benefit pension plans was $ 0.7 million, $( 0.5 ) million and $ 0.3 million for 2025, 2024 and 2023, respectively .
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.
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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. Weighted average assumptions used in accounting for the U.S. defined benefit pension plans are as follows:
Pension Benefit
2025 2024 2023
Discount rate for obligations 5.58 % 5.73 % 5.05 %
Discount rate for benefit costs 5.73 % 5.05 % 5.24 %
Rate of increase in compensation levels N/A N/A N/A
Expected long-term rate of return on plan assets 6.13 % 6.13 % 6.13 %
The Company utilizes a high-quality (Aa or greater) corporate bond yield curve as the basis for its domestic discount rate for its pension benefit plans. Management believes this yield curve removes the impact of including additional required corporate bond yields (potentially considered in the above-median curve) resulting from the uncertain economic climate that does not necessarily reflect the general trend in high-quality interest rates.
Weighted average assumptions used in accounting for the non-U.S. defined benefit pension plans are as follows:
Pension Benefit
2025 2024 2023
Discount rate for obligations 4.00 % 3.90 % 4.70 %
Discount rate for benefit costs 3.90 % 4.70 % 4.90 %
Rate of increase in compensation levels 5.50 % 5.50 % 5.50 %
Expected long-term rate of return on plan assets 3.60 % 5.80 % 6.60 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following provides a reconciliation of the changes in the Company's defined benefit pension plans' projected benefit obligations and fair value of assets for each of the years ended December 31, 2025 and 2024 and the funded status as of December 31, 2025 and 2024 (dollars in thousands):
Pension Benefit
2025 2024
Changes in Projected Benefit Obligations
Benefit obligations at January 1 $ ( 27,470 ) $ ( 27,470 )
Service cost ( 560 ) ( 510 )
Interest cost ( 1,300 ) ( 1,300 )
Actuarial (loss) gain (a)
( 240 ) ( 270 )
Benefit payments 1,920 1,690
Expenses and taxes 260 —
Settlements ( 140 ) —
Change in foreign currency ( 1,200 ) 390
Projected benefit obligations at December 31 (b)
( 28,730 ) ( 27,470 )
Less: discontinued operations (b)
( 10,340 ) ( 9,780 )
Projected benefit obligations at December 31 - continuing operations $ ( 18,390 ) $ ( 17,690 )
Changes in Plan Assets
Fair value of plan assets at January 1 $ 26,130 $ 27,800
Actual return on plan assets 1,110 ( 1,050 )
Employer contributions 1,460 1,340
Benefit payments ( 1,920 ) ( 1,690 )
Expenses and taxes ( 260 ) —
Change in foreign currency 1,190 ( 270 )
Fair value of plan assets at December 31 (c)
27,710 26,130
Less: discontinued operations (c)
10,560 9,410
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, 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.
(b) U.S. projected benefit obligations were $ 13.0 million and $ 12.5 million at December 31, 2025 and 2024, respectively. Non-U.S. projected benefit obligations were $ 15.7 million and $ 15.0 million at December 31, 2025 and 2024, respectively. Discontinued operations obligations are U.S. only.
(c) The fair value of U.S. plan assets was $ 11.8 million and $ 10.5 million at December 31, 2025 and 2024, respectively. The fair value of non-U.S. plan assets was $ 15.9 million and $ 15.6 million at December 31, 2025 and 2024, respectively. Discontinued operations plan assets are U.S. only
(Dollars in thousands) Pension Benefit
2025 2024
Amounts Recognized in Balance Sheet
Other assets $ 1,120 $ 1,290
Current liabilities ( 340 ) ( 250 )
Noncurrent liabilities ( 2,020 ) ( 2,010 )
Net asset (liability) recognized at December 31 $ ( 1,240 ) $ ( 970 )
Net asset (liability) balance, held for sale $ 220 $ ( 370 )
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(Dollars in thousands) Pension Benefit
2025 2024
Amounts Recognized in Accumulated Other Comprehensive Loss
Unrecognized prior service cost $ 10 $ 10
Unrecognized net loss 10,910 10,860
Total accumulated other comprehensive loss recognized at December 31 $ 10,920 $ 10,870
(Dollars in thousands) Accumulated Benefit Obligations Projected Benefit Obligations
2025 2024 2025 2024
Benefit Obligations at December 31,
Total benefit obligations $ ( 28,410 ) $ ( 27,270 ) $ ( 28,730 ) $ ( 27,470 )
Plans with benefit obligations exceeding plan assets
Benefit obligations $ ( 2,050 ) $ ( 12,910 ) $ ( 2,360 ) $ ( 13,110 )
Plan assets $ — $ 10,490 $ — $ 10,490
The assumptions regarding discount rates and expected return on plan assets can have a significant impact on amounts reported for benefit plans. A 25 basis point change in benefit obligation discount rates or 50 basis point change in expected return on plan assets would have the following effect (dollars in thousands):
Pension Benefit
December 31, 2025
Benefit Obligation 2025 Expense
Discount rate
25 basis point increase $ ( 810 ) $ ( 50 )
25 basis point decrease $ 860 $ 50
Expected return on assets
50 basis point increase N/A $ ( 70 )
50 basis point decrease N/A $ 70
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.
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Plan Assets
The Company's overall investment goal is to provide for capital growth with a moderate level of volatility by investing assets in targeted allocation ranges. Specific long term investment goals include total investment return, diversity to reduce volatility and risk, and to achieve an asset allocation profile that reflects the general nature and sensitivity of the plans' liabilities. Investment goals are established after a comprehensive review of current and projected financial statement requirements, plan assets and liability structure, market returns and risks as well as special requirements of the plans. The Company reviews investment goals and actual results annually to determine whether stated objectives are still relevant and the continued feasibility of achieving the objectives.
The actual weighted average asset allocation of the Company's domestic and foreign pension plans' assets at December 31, 2025 and 2024 and target allocations by class, were as follows:
Domestic Pension Foreign Pension
Actual Actual
Target 2025 2024 Target 2025 2024
Equity securities 47 % 47 % 48 % — % — % — %
Fixed income 50 % 50 % 48 % — % — % — %
Insurance contracts — % — % — % 92 % 92 % 91 %
Cash and other 3 % 3 % 4 % 8 % 8 % 9 %
Total 100 % 100 % 100 % 100 % 100 % 100 %
Actual allocations to each asset vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The expected long-term rate of return for both the domestic and foreign plans' total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. Actual allocation is reviewed regularly and investments are rebalanced to their targeted allocation range when deemed appropriate.
In managing the plan assets, the Company reviews and manages risk associated with the funded status risk, interest rate risk, market risk, liquidity risk and operational risk. Investment policies reflect the unique circumstances of the respective plans and include requirements designed to mitigate these risks by including quality and diversification standards.
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The following table summarizes the level under the fair value hierarchy (see Note 3, " Summary of Significant Accounting Policies ") that the Company's pension plan assets are measured, on a recurring basis as of December 31, 2025 and 2024 (dollars in thousands):
As of December 31, 2025
Total Level 1 Level 2 Level 3
Plan assets subject to leveling
Investment funds
Equity securities $ 5,560 $ 5,560 $ — $ —
Cash and cash equivalents 1,570 1,570 — —
Insurance contracts 14,700 — — 14,700
Plan assets measured at net asset value (a)
Common/collective trusts
Fixed income 5,880
Total $ 27,710 $ 7,130 $ — $ 14,700
As of December 31, 2024
Total Level 1 Level 2 Level 3
Plan assets subject to leveling
Investment funds
Equity securities $ 5,020 $ 5,020 $ — $ —
Cash and cash equivalents 1,870 1,870 — —
Insurance contracts 14,240 — — 14,240
Plan assets measured at net asset value (a)
Common/collective trusts
Fixed income 5,000
Total $ 26,130 $ 6,890 $ — $ 14,240
________________________________________
(a) Certain investments that are measured at fair value using the net asset value per share as a practical expedient have not been classified in the fair value hierarchy. 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 years ended December 31, 2025 and 2024 (dollars in thousands):
Level 3 Assets
2025 2024
Balance at beginning of period $ 14,240 $ —
Transfers out of Level 3 ( 890 ) —
Gain (loss) 1,350 ( 430 )
Purchases — 14,670
Balance at end of period $ 14,700 $ 14,240
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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
Benefit
2026 $ 1,760
2027 1,800
2028 1,930
2029 1,920
2030 2,170
Years 2031-2035 11,300
18. Equity Awards
The Company maintains the following long-term equity incentive plans (collectively, the "Plans"):
Plan Names Shares Approved for Issuance
TriMas Corporation 2023 Equity and Incentive Compensation Plan
2,151,359
TriMas Corporation Director Retainer Share Election Program
100,000
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:
Number of
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.
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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 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;
• Issued 1,242 , 4,581 and 3,317 RSUs, respectively, related to director fee deferrals as certain of the Company's directors elected to defer all or a portion of their directors fees and to receive the amount in Company common stock at a future date; and
• Issued 134 , 125 and 174 RSUs, respectively, to certain employees related to dividend equivalent rights on existing equity awards.
The Company awarded the following RSUs during 2023:
• 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.
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. The total EPS CAGR and Cash RONA performance-based RSUs initially earned shall be subject to modification based on the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer-group, measured over the performance period. TSR is calculated as the Company's average closing stock price for the 20 trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20 trading days prior to the start of the performance period. The Company estimates the grant-date fair value subject to a market condition using a Monte Carlo simulation model, using the following weighted average assumptions: risk-free rate of 4.00 % and annualized volatility of 30.8 %. 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 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. These awards are earned 50 % based upon the Company's achievement of an EPS CAGR metric over a period beginning January 1, 2022, and ending December 31, 2024. The remaining 50 % of the awards are earned based on the Company's TSR relative to the TSR of the common stock of a pre-defined industry peer-group, measured over the performance period. TSR is calculated as the Company's average closing stock price for the 20 trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20 trading days prior to the start of the performance period. The Company estimates the grant-date fair value subject to a market condition using a Monte Carlo simulation model, using the following weighted average assumptions: risk-free rate of 1.88 % and annualized volatility of 36.5 %. Depending on the performance achieved for these two metrics, the amount of shares earned, if any, can vary for each metric from 0 % of the target award to a maximum of 200 % of the target award. 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 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.
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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. The stock price achievement was calculated based on the Company's average closing stock price for each quarter end for the 20 trading days up to and including March 31, June 30, September 30 and December 31, 2022, respectively. The Company did not meet the minimum performance threshold resulting in a decrease of 86,275 shares during 2023.
Information related to restricted shares as of and for the year ended December 31, 2025 is as follows:
Number of
Unvested
Restricted
Shares Weighted
Average
Grant Date
Fair Value Average
Remaining
Contractual
Life (Years) Aggregate
Intrinsic Value
Outstanding at January 1, 2025 823,943 $ 27.63
Granted 590,299 25.49
Vested ( 261,517 ) 27.20
Cancelled ( 143,588 ) 30.99
Outstanding at December 31, 2025 1,009,137 $ 26.01 1.0 $ 35,770,000
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 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.
19. 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,
2025 2024 2023
Weighted average common shares—basic 40,384,270 40,725,714 41,439,027
Dilutive effect of restricted stock units 405,867 — 246,321
Weighted average common shares—diluted 40,790,137 40,725,714 41,685,348
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. As of December 31, 2025, the Company has $ 48.9 million remaining under the repurchase authorization.
Holders of common stock are entitled to dividends at the discretion of the Company's Board of Directors. 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, 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.
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20. Other Comprehensive Income (Loss)
Changes in AOCI by component for the year ended December 31, 2025 are summarized as follows, net of tax (dollars in thousands):
Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total
Balance, December 31, 2024 $ ( 8,010 ) $ 16,300 $ ( 26,840 ) $ ( 18,550 )
Net unrealized gains (losses) arising during the period (a)
( 580 ) ( 11,580 ) 34,350 22,190
Less: 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
Balance, December 31, 2025 $ ( 8,550 ) $ 4,720 $ 3,820 $ ( 10 )
__________________________
(a) Defined benefit plans, net of income tax of $ 0.2 million. See Note 17, " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax of $ 3.8 million. See Note 13, " Derivative Instruments ," for further details.
Changes in AOCI by component for the year ended December 31, 2024, are summarized as follows, net of tax (dollars in thousands):
Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total
Balance, December 31, 2023 $ ( 5,730 ) $ 13,260 $ ( 6,880 ) $ 650
Net unrealized gains (losses) arising during the period (a)
( 2,370 ) 3,040 ( 19,960 ) ( 19,290 )
Less: Net realized losses reclassified to net income ( 90 ) — — ( 90 )
Net current-period other comprehensive income (loss) ( 2,280 ) 3,040 ( 19,960 ) ( 19,200 )
Balance, December 31, 2024 $ ( 8,010 ) $ 16,300 $ ( 26,840 ) $ ( 18,550 )
__________________________
(a) Defined benefit plans, net of income tax of $ 0.8 million. See Note 17, " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax of $ 0.9 million. See Note 13, " Derivative Instruments ," for further details.
21. 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 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 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.
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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. Corporate assets consist primarily of cash and cash equivalents, unallocated deferred tax assets and prepaid assets. Corporate expenses and assets reconcile reportable segment information to the consolidated totals.
Segment activity is as follows (dollars in thousands):
Packaging Specialty Products Total
As of December 31, 2025
Net sales $ 535,540 $ 110,180 $ 645,720
Cost of sales ( 408,110 ) ( 99,450 )
Selling, general and administrative expenses ( 58,800 ) ( 6,330 )
Other segment items (a)
( 490 ) ( 210 )
Segment operating profit $ 68,140 $ 4,190 $ 72,330
Corporate (b)
( 31,030 )
Interest expense ( 18,030 )
Other income (expense), net 990
Income from continuing operations $ 24,260
As of December 31, 2024
Net sales $ 512,320 $ 118,480 $ 630,800
Cost of sales ( 388,670 ) ( 112,590 )
Selling, general and administrative expenses ( 56,410 ) ( 7,790 )
Other segment items (c)
880 ( 90 )
Segment operating profit $ 68,120 $ ( 1,990 ) $ 66,130
Corporate (d)
( 50,960 )
Interest expense ( 19,560 )
Other income (expense), net 210
Loss from continuing operations $ ( 4,180 )
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Packaging Specialty Products Total
As of December 31, 2023
Net sales $ 463,600 $ 188,550 $ 652,150
Cost of sales ( 354,560 ) ( 144,290 )
Selling, general and administrative expenses ( 48,760 ) ( 7,830 )
Other segment items (a)
( 150 ) ( 30 )
Segment operating profit $ 60,130 $ 36,400 $ 96,530
Corporate (e)
( 45,870 )
Interest expense ( 15,920 )
Other income (expense), net 1,110
Income from continuing operations $ 35,850
__________________________
(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 34,770 3,010 430 38,210
Total assets (a)
855,080 73,890 112,660 1,041,630
As of December 31, 2024
Capital expenditures 30,860 7,100 3,040 41,000
Depreciation and amortization (b)
34,250 12,270 220 46,740
Total assets 811,190 89,210 31,720 932,120
As of December 31, 2023
Capital expenditures 29,060 10,410 100 39,570
Depreciation and amortization 34,170 4,130 130 38,430
Total assets 830,620 92,770 25,940 949,330
__________________________
(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. See Note 22. " 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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The following table presents the Company's net sales for each of the years ended December 31 and long-lived assets at each year ended December 31, by geographical area (dollars in thousands).
As of December 31,
2025 2024 2023
Net
Sales Long-lived Assets Net
Sales Long-lived Assets Net
Sales Long-lived Assets
Non-U.S.
Europe $ 150,460 $ 237,020 $ 159,000 $ 217,110 $ 153,110 $ 238,640
Asia Pacific 34,760 33,460 33,770 29,550 34,240 27,000
Other Americas 52,510 26,490 35,080 26,560 19,590 30,310
Total non-U.S. 237,730 296,970 227,850 273,220 206,940 295,950
Total U.S. 407,990 327,370 402,950 329,930 445,210 336,710
Total $ 645,720 $ 624,340 $ 630,800 $ 603,150 $ 652,150 $ 632,660
The Company's export sales from the U.S. approximated $ 12.9 million, $ 10.0 million and $ 27.9 million in 2025, 2024 and 2023, respectively.
22. Income Taxes
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 (loss) before income taxes:
Domestic $ ( 7,590 ) $ ( 31,200 ) $ 3,890
Foreign 31,850 27,020 31,960
Total income (loss) before income taxes $ 24,260 $ ( 4,180 ) $ 35,850
Current income tax (benefit) expense:
Federal $ ( 10,530 ) $ ( 6,260 ) $ 1,280
State and local ( 1,230 ) 250 580
Foreign 5,510 8,010 8,810
Total current income tax (benefit) expense ( 6,250 ) 2,000 10,670
Deferred income tax (benefit) expense:
Federal ( 44,850 ) ( 1,100 ) ( 220 )
State and local 1,510 ( 670 ) ( 430 )
Foreign 1,540 ( 2,460 ) ( 3,710 )
Total deferred income tax (benefit) expense ( 41,800 ) ( 4,230 ) ( 4,360 )
Income tax (benefit) expense $ ( 48,050 ) $ ( 2,230 ) $ 6,310
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The components of deferred taxes are as follows (dollars in thousands):
December 31, 2025 December 31, 2024
Deferred tax assets:
Accounts receivable $ 740 $ 900
Inventories 1,040 1,790
Accrued liabilities and other long-term liabilities 16,210 18,460
Operating lease liability 7,970 8,220
Research and experimentation costs — 5,000
Tax loss and credit carryforwards 26,410 27,520
Outside basis difference on held for sale assets (Aerospace Group) 53,900 —
Other ( 740 ) ( 290 )
Gross deferred tax asset 105,530 61,600
Valuation allowances ( 14,940 ) ( 15,500 )
Net deferred tax asset 90,590 46,100
Deferred tax liabilities:
Property and equipment ( 19,740 ) ( 20,810 )
Right of use asset ( 7,280 ) ( 7,670 )
Goodwill and other intangible assets ( 26,950 ) ( 24,050 )
Investment in foreign affiliates, including withholding tax ( 660 ) ( 390 )
Gross deferred tax liability ( 54,630 ) ( 52,920 )
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 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.
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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
U.S. 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
Brazil
Statutory tax rate difference between foreign jurisdictions and United States 870 3.6 %
Other 10 — %
China
Statutory tax rate difference between foreign jurisdictions and United States 320 1.3 %
Other 150 0.6 %
Germany
Net operating losses utilization from German Profit and Loss Sharing Agreement ( 1,030 ) ( 4.2 ) %
Other ( 210 ) ( 0.9 ) %
Italy
Italy regional tax (IRAP) 390 1.6 %
Tax effect of special depreciation incentives (Hyper/Super Depreciation) ( 420 ) ( 1.7 ) %
Other 30 0.1 %
Netherlands
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 ) %
Tax credits
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.
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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) for years ended December 31, 2024 and 2023:
Year ended December 31,
2024 2023
U.S. federal statutory rate 21 % 21 %
Tax at U.S. federal statutory rate $ ( 870 ) $ 7,520
State and local taxes, net of federal tax benefit ( 560 ) 160
Differences in statutory foreign tax rates 2,080 3,080
Change in recognized tax benefits ( 420 ) ( 120 )
Share-based compensation 330 430
Tax credits and incentives ( 1,230 ) ( 1,330 )
Net change in valuation allowance ( 1,280 ) ( 2,920 )
Nondeductible compensation ( 430 ) 560
Other, net 150 ( 1,070 )
Income tax (benefit) expense $ ( 2,230 ) $ 6,310
Unrecognized Tax Benefits
The Company had $ 0.5 million and $ 0.6 million of unrecognized tax benefits ("UTBs") as of December 31, 2025 and 2024, respectively. If the UTBs were recognized, the impact to the Company's effective tax rate would be to reduce reported income tax expense for the years ended December 31, 2025 and 2024 by $ 0.5 million and $ 0.6 million, respectively.
A reconciliation of the change in the UTBs for the years ended December 31, 2025 and 2024 is as follows (dollars in thousands):
Unrecognized
Tax Benefits
Balance at December 31, 2023 $ 830
Tax positions related to current year:
Additions 120
Tax positions related to prior years:
Additions —
Reductions ( 20 )
Settlements —
Lapses in the statutes of limitations ( 340 )
Balance at December 31, 2024 $ 590
Tax positions related to current year:
Additions 110
Tax positions related to prior years:
Additions —
Reductions ( 10 )
Settlements —
Lapses in the statutes of limitations ( 210 )
Balance at December 31, 2025 $ 480
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.
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company is subject to U.S. federal, state and local, and certain non-U.S. income tax examinations for tax years 2015 through 2025. In addition, there are currently several state and foreign income tax examinations in process. The Company does not believe that the results of these examinations will have a significant impact on the Company's tax position or its effective tax rate.
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 )
Other 130
Foreign 8,990
Brazil 2,240
China 2,080
Germany 970
Italy 1,470
United Kingdom 1,230
Other 1,000
Total paid (refunded), net $ 10,630
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
23. 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
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. Subsequent Events
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.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.