TriMas (NASDAQ: TRS) nets about $1.2B from Aerospace sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
TriMas Corporation has completed the sale of its Aerospace segment to an affiliate of Tinicum L.P. and funds managed by Blackstone, Inc. for approximately $1.45 billion in cash, subject to customary adjustments, generating estimated net after‑tax proceeds of about $1.2 billion.
The company plans to use these proceeds to fund organic growth, pursue strategically aligned acquisitions and repurchase shares, while sharpening its focus on packaging and specialty products. Pro forma 2025 earnings from continuing operations are shown at $18.4 million, or $0.46 per diluted share, reflecting the removal of Aerospace as discontinued operations.
Positive
- Transforms balance sheet with significant cash inflow – Sale of the Aerospace segment for approximately $1.45 billion in cash, with estimated net after‑tax proceeds of about $1.2 billion, substantially increases liquidity and financial flexibility.
- Enables strategic focus on core markets – Management frames the divestiture as sharpening focus on packaging and specialty products and supporting organic growth, targeted acquisitions and share repurchases under oversight of a Strategic Investment Committee.
Negative
- Removes a major earnings contributor – Pro forma 2025 income from continuing operations falls to $18.4 million, or $0.45–$0.46 per share, after excluding Aerospace, indicating a significant reduction in ongoing earnings power until proceeds are effectively redeployed.
Insights
Large aerospace divestiture brings $1.2B net cash and refocuses TriMas.
TriMas has closed the sale of its Aerospace segment for about
The pro forma 2025 view removes Aerospace’s contribution, leaving income from continuing operations of
Management states an intent to use cash for organic investments, acquisitions and share repurchases, guided by a Strategic Investment Committee. Actual value creation will hinge on execution of these capital allocation plans, with future filings providing detail on reinvestment, debt levels and any completed transactions.
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (248 ) 631-5450
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets
As previously announced, on November 4, 2025, TriMas Company LLC, TriMas International Holdings LLC, Aero Products Group LLC and Rieke Germany GmbH & Co. KG, each of which are wholly owned subsidiaries of TriMas Corporation (“TriMas”), and TriMas (each a “Seller” and together, the “Sellers”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Takeoff Buyer, Inc. (the “Purchaser”), an affiliate of Tinicum L.P. and funds managed by Blackstone, Inc. Pursuant to the terms of the Purchase Agreement, the Sellers agreed to sell TriMas’ aerospace business segment to the Purchaser for $1.45 billion in cash, subject to customary adjustments (the “Transaction”). The Transaction closed on March 16, 2026.
The above description of the material terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On March 16, 2026, TriMas issued a press release announcing the closing of the Transaction. The press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated balance sheet of the Company as of December 31, 2025, the unaudited pro forma consolidated statements of income (loss) of the Company for the years ended December 31, 2025, 2024, and 2023, giving pro forma effect to the disposition of the Company's aerospace business segment, are included as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated into this Item 9.01 by reference.
(d) Exhibits:
| Exhibit No. | Description | |||||||||||||
| 2.1*# | Equity Purchase Agreement, dated November 4, 2025, among TriMas Corporation, TriMas Company LLC, Aero Products Group LLC, TriMas International Holdings LLC, Rieke Germany GmbH & Co. KG, and Takeoff Buyer, Inc. (incorporated by reference to Exhibit 2.1 to TriMas’ Form 8-K filed on November 4, 2025). | |||||||||||||
| 99.1 | Press Release, dated March 16, 2026. | |||||||||||||
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of TriMas | |||||||||||||
| 104 | Cover Page Interactive File (embedded within the Inline XBRL document). | |||||||||||||
* Portions of this exhibit have been omitted pursuant to Instruction 6 to Item 1.01 of Form 8-K. TriMas hereby undertakes to furnish on a supplemental basis an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
# Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. TriMas hereby undertakes to furnish on a supplemental basis a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRIMAS CORPORATION | ||||||||||||||||||||
| Date: | March 18, 2026 | By: | /s/ Jodi F. Robin | |||||||||||||||||
| Name: | Jodi F. Robin | |||||||||||||||||||
| Title: | General Counsel and Secretary | |||||||||||||||||||
Exhibit 99.1
TRIMAS COMPLETES THE DIVESTITURE OF TRIMAS AEROSPACE
Transaction Sharpens Company Focus and Strengthens Platform for Future Growth
BLOOMFIELD HILLS, Michigan, March 16, 2026 – TriMas (NASDAQ: TRS) today announced that it has completed the previously announced divestiture of the TriMas Aerospace business (“TriMas Aerospace”) to PennAero, a portfolio company of Tinicum L.P. and funds managed by Blackstone, Inc. The transaction, first disclosed on November 4, 2025, was completed for approximately $1.45 billion in cash, subject to customary post‑closing adjustments, with estimated net after-tax proceeds of approximately $1.2 billion.
“This transaction represents a significant milestone in TriMas’ ongoing transformation, further sharpening our focus and enhancing our financial flexibility,” said Thomas Snyder, President and Chief Executive Officer. “As we noted previously, we expect to use the net proceeds to support organic growth investments, pursue strategically aligned acquisition opportunities and repurchase shares. Whether through customer-focused innovation, operational excellence, productivity improvements or strategic acquisitions focused on attractive packaging and life sciences opportunities, this step strengthens our ability to pursue long‑term growth that elevates the overall TriMas portfolio. Guided by our Strategic Investment Committee, we will continue to evaluate opportunities that advance our vision for a more customer-centric, growth‑focused TriMas, while delivering strong returns for our shareholders.”
TriMas will provide certain transitional services to the buyer under a Transition Services Agreement (TSA), for which the company will be reimbursed. The transaction is the result of TriMas’ evaluation of strategic alternatives for the business, which was first announced on February 10, 2025. PJT Partners and BofA Securities served as financial advisors, and Jones Day served as outside legal counsel to TriMas.
Snyder continued, “We extend our sincere gratitude to Vitaliy Rusakov and the entire TriMas Aerospace team. Their relentless focus on performance improvement, operational discipline and customer excellence has positioned the aerospace business for future success and ensured a smooth transition. We deeply appreciate their leadership and dedication throughout this process and are confident the business is well-prepared for its next phase of growth under new ownership.”
About TriMas
TriMas designs, manufactures and supplies a broad range of innovative and high‑quality products for the consumer packaging and industrial markets through its TriMas Packaging and Specialty Products groups. With approximately 2,500 employees in 12 countries, TriMas is committed to empowering customer success through deep partnerships, strong technical expertise, focused innovation, and exceptional quality and service. Guided by a culture of continuous improvement and operational excellence, TriMas invests in its people and capabilities to deliver long‑term value for all stakeholders. Headquartered in Bloomfield Hills, Michigan, TriMas is publicly traded on NASDAQ under the ticker symbol “TRS.” For more information, please visit www.trimas.com.
Notice Regarding Forward-Looking Statements
Any "forward-looking" statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, contained herein, including those relating to TriMas’ business, financial condition or future results, involve risks and uncertainties with respect to, including, but not limited to: general economic and currency conditions; competitive factors; market demand; our ability to realize our business strategies; government and regulatory actions, including,
without limitation, the impact of current and future tariffs and reciprocal tariffs, quotas and surcharges, as well as climate change legislation and other environmental regulations; our ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; our ability to recognize the benefits of and effectively deploy the net proceeds from the sale of TriMas Aerospace; pressures on our supply chain, including availability of raw materials and inflationary pressures on raw material and energy costs, and customers; the performance of our subcontractors and suppliers; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; risks associated with a concentrated customer base; information technology and other cyber-related risks; risks related to our international operations, including, but not limited to, risks relating to tensions between the United States and China; changes to fiscal and tax policies; intellectual property factors; uncertainties associated with our ability to meet customers’ and suppliers’ sustainability and environmental, social and governance ("ESG") goals and achieve our sustainability and ESG goals in alignment with our own announced targets; litigation; contingent liabilities relating to acquisition and disposition activities; interest rate volatility; our leverage; liabilities imposed by our debt instruments; labor disputes and shortages; the disruption of operations from catastrophic or extraordinary events, including, but not limited to, natural disasters, geopolitical conflicts and public health crises; the amount and timing of future dividends and/or share repurchases, which remain subject to Board approval and depend on market and other conditions; our future prospects; and other risks that are detailed in the Annual Report on Form 10-K for the year ended December 31, 2025. The risks described are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements, except as required by law.
Contact
Sherry Lauderback
VP, Investor Relations, Communications & Sustainability
(248) 631-5506
sherry.lauderback@trimas.com
Exhibit 99.2
TRIMAS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Overview
On March 16, 2026, TriMas Corporation ("TriMas" or the "Company") completed the previously announced sale of its Aerospace segment (“Aerospace”) to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc., pursuant to an Equity Purchase Agreement dated as of November 4, 2025 (the “Purchase Agreement”), for a purchase price of $1.45 billion in cash, subject to customary adjustments.
The following unaudited pro forma consolidated financial information is based on historical consolidated financial information of TriMas, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, adjusted to reflect the sale of Aerospace. The unaudited pro forma consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023 have been prepared to illustrate the effects of the sale as if it occurred on January 1, 2023. The unaudited pro forma consolidated balance sheet as of December 31, 2025, has been prepared to illustrate the effects of the sale as if it occurred on December 31, 2025.
The unaudited pro forma consolidated financial information is presented for informational purposes only and is not necessarily indicative of what the Company's consolidated financial position or results of operations actually would have been had the sale been completed at the dates presented. In addition, the information presented herein does not claim to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements should be read in conjunction with the Company's historical financial statements, including the notes thereto, as well as the accompanying notes to the unaudited pro forma financial statements.
1
TriMas Corporation
Pro Forma Consolidated Balance Sheet
As of December 31, 2025
(Unaudited - dollars in thousands)
| As reported (a) | Pro Forma Adjustments | Pro Forma Trimas Corporation Continuing Operations | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 30,020 | $ | 1,430,000 | (b) | $ | 1,460,020 | ||||||||||||||||
| Receivables, net | 111,270 | — | 111,270 | ||||||||||||||||||||
| Inventories | 108,720 | — | 108,720 | ||||||||||||||||||||
| Prepaid expenses and other current assets | 36,380 | — | 36,380 | ||||||||||||||||||||
| Current assets, held for sale | 176,280 | (176,280) | (c) | — | |||||||||||||||||||
| Total current assets | 462,670 | 1,253,720 | 1,716,390 | ||||||||||||||||||||
| Property and equipment, net | 247,510 | — | 247,510 | ||||||||||||||||||||
| Operating lease right-of-use assets | 31,800 | — | 31,800 | ||||||||||||||||||||
| Goodwill | 300,280 | — | 300,280 | ||||||||||||||||||||
| Other intangibles, net | 76,550 | — | 76,550 | ||||||||||||||||||||
| Deferred income taxes | 53,670 | (46,030) | (e) | 7,640 | |||||||||||||||||||
| Other assets | 45,430 | — | 45,430 | ||||||||||||||||||||
| Non-current assets, held for sale | 267,170 | (267,170) | (c) | — | |||||||||||||||||||
| Total assets | $ | 1,485,080 | $ | 940,520 | $ | 2,425,600 | |||||||||||||||||
| Liabilities and Shareholders' Equity | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Accounts payable | $ | 72,280 | $ | 200,000 | (d) | 272,280 | |||||||||||||||||
| Accrued liabilities | 59,640 | — | 59,640 | ||||||||||||||||||||
| Lease liabilities, current portion | 4,100 | — | 4,100 | ||||||||||||||||||||
| Current liabilities, held for sale | 47,650 | (47,650) | (c) | — | |||||||||||||||||||
| Total current liabilities | 183,670 | 152,350 | 336,020 | ||||||||||||||||||||
| Long-term debt, net | 469,170 | — | 469,170 | ||||||||||||||||||||
| Lease liabilities | 31,810 | — | 31,810 | ||||||||||||||||||||
| Deferred income taxes | 17,710 | 7,870 | (e) | 25,580 | |||||||||||||||||||
| Other long-term liabilities | 65,840 | — | 65,840 | ||||||||||||||||||||
| Non-current liabilities, held for sale | 11,290 | (11,290) | (c) | — | |||||||||||||||||||
| Total liabilities | 779,490 | 148,930 | 928,420 | ||||||||||||||||||||
| Preferred stock | — | — | — | ||||||||||||||||||||
| Common stock | 380 | — | 380 | ||||||||||||||||||||
| Paid-in capital | 577,810 | — | 577,810 | ||||||||||||||||||||
| Retained earnings | 127,410 | 791,590 | (c) (d) (e) | 919,000 | |||||||||||||||||||
| Accumulated other comprehensive loss | (10) | — | (10) | ||||||||||||||||||||
| Total shareholders' equity | 705,590 | 791,590 | 1,497,180 | ||||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 1,485,080 | $ | 940,520 | $ | 2,425,600 | |||||||||||||||||
See accompanying notes to unaudited pro forma financial statements.
2
TriMas Corporation
Pro Forma Consolidated Statement of Income (Loss)
Year Ended December 31, 2025
(Unaudited - dollars in thousands, except per share amounts)
| As reported (a) | Pro Forma Adjustments | Pro Forma Trimas Corporation Continuing Operations | |||||||||||||||||||||
| Net sales | $ | 645,720 | $ | — | $ | 645,720 | |||||||||||||||||
| Cost of sales | (507,560) | — | (507,560) | ||||||||||||||||||||
| Gross profit | 138,160 | — | 138,160 | ||||||||||||||||||||
| Selling, general and administrative expenses | (129,310) | — | (129,310) | ||||||||||||||||||||
| Asbestos-related benefit (costs), net | 27,770 | — | 27,770 | ||||||||||||||||||||
| Net gain on dispositions of assets | 4,680 | — | 4,680 | ||||||||||||||||||||
| Operating profit | 41,300 | — | 41,300 | ||||||||||||||||||||
| Other expense, net: | |||||||||||||||||||||||
| Interest expense | (18,030) | — | (18,030) | ||||||||||||||||||||
| Other income (expense), net | 990 | — | 990 | ||||||||||||||||||||
| Other expense, net | (17,040) | — | (17,040) | ||||||||||||||||||||
| Income before income taxes | 24,260 | — | 24,260 | ||||||||||||||||||||
| Income tax benefit (expense) | 48,050 | (53,900) | (e) | (5,850) | |||||||||||||||||||
| Income from continuing operations | 72,310 | (53,900) | 18,410 | ||||||||||||||||||||
| Income from discontinued operations, net of income taxes | 47,830 | (47,830) | (c) | — | |||||||||||||||||||
| Net income | $ | 120,140 | $ | (101,730) | $ | 18,410 | |||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Continuing operations | $ | 1.79 | $ | 0.46 | |||||||||||||||||||
| Discontinued operations | 1.18 | — | |||||||||||||||||||||
| Net income per share | $ | 2.97 | $ | 0.46 | |||||||||||||||||||
| Weighted average common shares - basic | 40,384,270 | 40,384,270 | |||||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Continuing operations | $ | 1.78 | $ | 0.45 | |||||||||||||||||||
| Discontinued operations | 1.17 | — | |||||||||||||||||||||
| Net income per share | $ | 2.95 | $ | 0.45 | |||||||||||||||||||
| Weighted average common shares - diluted | 40,790,137 | 40,790,137 | |||||||||||||||||||||
See accompanying notes to unaudited pro forma financial statements.
3
TriMas Corporation
Pro Forma Consolidated Statement of Income (Loss)
Year Ended December 31, 2024
(Unaudited - dollars in thousands, except per share amounts)
| As reported (a) | Pro Forma Adjustments | Pro Forma Trimas Corporation Continuing Operations | |||||||||||||||||||||
| Net sales | $ | 630,800 | $ | — | $ | 630,800 | |||||||||||||||||
| Cost of sales | (501,260) | — | (501,260) | ||||||||||||||||||||
| Gross profit | 129,540 | — | 129,540 | ||||||||||||||||||||
| Selling, general and administrative expenses | (109,650) | — | (109,650) | ||||||||||||||||||||
| Asbestos-related costs | (5,510) | — | (5,510) | ||||||||||||||||||||
| Net gain on dispositions of assets | 1,020 | — | 1,020 | ||||||||||||||||||||
| Impairment of indefinite-lived intangible assets | (230) | (230) | |||||||||||||||||||||
| Operating profit | 15,170 | — | 15,170 | ||||||||||||||||||||
| Other expense, net: | |||||||||||||||||||||||
| Interest expense | (19,560) | — | (19,560) | ||||||||||||||||||||
| Other income (expense), net | 210 | — | 210 | ||||||||||||||||||||
| Other expense, net | (19,350) | — | (19,350) | ||||||||||||||||||||
| Loss before income taxes | (4,180) | — | (4,180) | ||||||||||||||||||||
| Income tax benefit | 2,230 | — | 2,230 | ||||||||||||||||||||
| Loss from continuing operations | (1,950) | — | (1,950) | ||||||||||||||||||||
| Income from discontinued operations, net of income taxes | 26,200 | (26,200) | (c) | — | |||||||||||||||||||
| Net income (loss) | $ | 24,250 | $ | (26,200) | $ | (1,950) | |||||||||||||||||
| Basic earnings (loss) per share: | |||||||||||||||||||||||
| Continuing operations | $ | (0.05) | $ | (0.05) | |||||||||||||||||||
| Discontinued operations | 0.65 | — | |||||||||||||||||||||
| Net income (loss) per share | $ | 0.60 | $ | (0.05) | |||||||||||||||||||
| Weighted average common shares - basic | 40,725,714 | 40,725,714 | |||||||||||||||||||||
| Diluted earnings (loss) per share: | |||||||||||||||||||||||
| Continuing operations | $ | (0.05) | $ | (0.05) | |||||||||||||||||||
| Discontinued operations | 0.65 | — | |||||||||||||||||||||
| Net income (loss) per share | $ | 0.60 | $ | (0.05) | |||||||||||||||||||
| Weighted average common shares - diluted | 40,725,714 | 40,725,714 | |||||||||||||||||||||
See accompanying notes to unaudited pro forma financial statements.
4
TriMas Corporation
Pro Forma Consolidated Statement of Income (Loss)
Year Ended December 31, 2023
(Unaudited - dollars in thousands, except per share amounts)
| As reported (a) | Pro Forma Adjustments | Pro Forma Trimas Corporation Continuing Operations | |||||||||||||||||||||
| Net sales | $ | 652,150 | $ | — | $ | 652,150 | |||||||||||||||||
| Cost of sales | (498,850) | — | (498,850) | ||||||||||||||||||||
| Gross profit | 153,300 | — | 153,300 | ||||||||||||||||||||
| Selling, general and administrative expenses | (102,460) | — | (102,460) | ||||||||||||||||||||
| Net loss on dispositions of assets | (180) | — | (180) | ||||||||||||||||||||
| Operating profit | 50,660 | — | 50,660 | ||||||||||||||||||||
| Other expense, net: | |||||||||||||||||||||||
| Interest expense | (15,920) | — | (15,920) | ||||||||||||||||||||
| Other income (expense), net | 1,110 | — | 1,110 | ||||||||||||||||||||
| Other expense, net | (14,810) | — | (14,810) | ||||||||||||||||||||
| Income before income taxes | 35,850 | — | 35,850 | ||||||||||||||||||||
| Income tax expense | (6,310) | — | (6,310) | ||||||||||||||||||||
| Income from continuing operations | 29,540 | — | 29,540 | ||||||||||||||||||||
| Income from discontinued operations, net of income taxes | 10,820 | (10,820) | (c) | — | |||||||||||||||||||
| Net income | $ | 40,360 | $ | (10,820) | $ | 29,540 | |||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Continuing operations | $ | 0.71 | $ | 0.71 | |||||||||||||||||||
| Discontinued operations | 0.26 | — | |||||||||||||||||||||
| Net income per share | $ | 0.97 | $ | 0.71 | |||||||||||||||||||
| Weighted average common shares - basic | 41,439,027 | 41,439,027 | |||||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Continuing operations | $ | 0.71 | $ | 0.71 | |||||||||||||||||||
| Discontinued operations | 0.26 | — | |||||||||||||||||||||
| Net income per share | $ | 0.97 | $ | 0.71 | |||||||||||||||||||
| Weighted average common shares - diluted | 41,685,348 | 41,685,348 | |||||||||||||||||||||
See accompanying notes to unaudited pro forma financial statements.
5
TRIMAS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
1. Basis of Presentation
On March 16, 2026, TriMas Corporation ("TriMas" or the "Company") completed the previously announced sale of its Aerospace segment (“Aerospace”) to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc., pursuant to an Equity Purchase Agreement dated as of November 4, 2025 (the “Purchase Agreement”), for a purchase price of $1.45 billion in cash, subject to customary adjustments.
The following unaudited pro forma consolidated financial information is based on historical consolidated financial information of TriMas, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 adjusted to reflect the sale of Aerospace. The unaudited pro forma consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023 have been prepared to illustrate the effects of the sale as if it occurred on January 1, 2023. The unaudited pro forma consolidated balance sheet as of December 31, 2025 has been prepared to illustrate the effects of the sale as if it occurred on December 31, 2025.
The unaudited pro forma consolidated financial information is presented for informational purposes only and is not necessarily indicative of what the Company's consolidated financial position or results of operations actually would have been had the sale been completed at the dates presented. In addition, the information presented herein does not claim to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements should be read in conjunction with the Company's historical financial statements, including the notes thereto, as well as the accompanying notes to the unaudited pro forma financial statements.
2. Pro Forma Adjustments
The following pro forma adjustments are included in the unaudited Pro Forma Financial Statements:
(a) The as reported column in the unaudited pro forma consolidated financial information reflects TriMas' historical financial statements from continuing operations for the periods presented and reflect Aerospace presented as held for sale in the consolidated balance sheet and as discontinued operations in the respective consolidated statements of income (loss).
(b) Reflects the estimated cash proceeds at closing in connection with the sale of Aerospace at an adjusted purchase price of $1.46 billion, less estimated transaction costs of $27.0 million related primarily to investment banking, legal and other professional fees, which were unpaid as of March 16, 2026. Such proceeds have been shown as an addition to the recorded cash balance given the Company's intent to reinvest in its businesses in the future.
The final purchase price is subject to finalization of net working capital to be settled within 90 days of the closing date.
The pro forma cash proceeds are calculated as follows (in thousands):
| Base purchase price | $ | 1,451,000 | |||
| Less: net working capital adjustment | 6,000 | ||||
| Adjusted purchase price | 1,457,000 | ||||
| Less: transaction costs | (27,000) | ||||
| Pro forma cash proceeds | $ | 1,430,000 | |||
(c) The unaudited pro forma consolidated balance sheet includes an adjustment of $443.5 million to remove assets classified as held for sale and an adjustment of $58.9 million to remove the liabilities classified as held for sale. The unaudited pro forma consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023 include adjustments of $47.8 million, $26.2 million, and $10.8 million, respectively, to remove income from discontinued operations, net of income taxes.
6
TRIMAS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)
(d) The unaudited pro forma consolidated balance sheet contains tax adjustments associated with TriMas' income tax effects from the estimated taxable gain on divestiture of Aerospace, based on the applicable federal U.S. statutory rate of 21% and blended state tax rate of 3.4%, net of federal benefit, resulting in an increase to current liabilities for income taxes payable of $200.0 million.
(e) The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statement of income (loss) for the year ended December 31, 2025 include adjustments to remove $53.9 million of income tax benefit and the related $53.9 million deferred income taxes recognized during 2025 related to the excess of the tax basis over the book basis of the Aerospace investment.
7
FAQ
What transaction did TriMas (TRS) complete in March 2026?
TriMas completed the sale of its Aerospace segment to an affiliate of Tinicum L.P. and funds managed by Blackstone, Inc. The deal closed on March 16, 2026, under a previously announced Equity Purchase Agreement dated November 4, 2025.
How much did TriMas receive for the sale of TriMas Aerospace?
TriMas sold its Aerospace business for approximately $1.45 billion in cash, subject to customary post‑closing adjustments. The company estimates net after‑tax proceeds of about $1.2 billion, significantly increasing available cash for future corporate purposes.
How does the Aerospace divestiture affect TriMas’ pro forma 2025 earnings?
After removing Aerospace as discontinued operations, TriMas’ pro forma 2025 income from continuing operations is $18.4 million. This equates to pro forma basic earnings of $0.46 per share and diluted earnings of $0.45 per share from continuing operations.
What does TriMas plan to do with the Aerospace sale proceeds?
TriMas expects to use the net proceeds to support organic growth investments, pursue strategically aligned acquisition opportunities and repurchase shares. Management positions this as part of a broader transformation toward a more customer‑centric, growth‑focused portfolio.
How did the divestiture change TriMas’ pro forma balance sheet?
Pro forma as of December 31, 2025, cash and cash equivalents increase to $1,460,020 thousand, total assets rise to $2,425,600 thousand, and retained earnings increase to $919,000 thousand. Assets and liabilities classified as held for sale are removed from the balance sheet.
What transitional arrangements exist after TriMas sold its Aerospace business?
TriMas will provide certain transitional services to the buyer under a Transition Services Agreement. The company will be reimbursed for these services, helping support an orderly handover of operations to the new ownership group following the divestiture.
Filing Exhibits & Attachments
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Mar 16, 2026
TriMas Completes the Divestiture of TriMas Aerospace
Feb 19, 2026
TriMas Declares Quarterly Dividend
TRS Latest SEC Filings
Mar 16, 2026
[Form 4] TRIMAS CORP Insider Trading Activity
Mar 16, 2026
[Form 4] TRIMAS CORP Insider Trading Activity
Mar 16, 2026
[Form 4] TRIMAS CORP Insider Trading Activity
Mar 16, 2026
[Form 4] TRIMAS CORP Insider Trading Activity
Mar 16, 2026
[Form 4] TRIMAS CORP Insider Trading Activity