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  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
 
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware   001-10716   38-2687639
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

38505 Woodward Avenue, Suite 200, Bloomfield Hills,   48304
Michigan
(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):
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of exchange on which registered
Common stock, $0.01 par value TRS The NASDAQ Stock Market LLC

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*#
99.1
99.2
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





EX-99.1 2 trs_03162026xexhibit991.htm EX-99.1 Document

Exhibit 99.1

trimas_logoxpantone-workiva.jpg

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    
EX-99.2 3 trs_03162026xexhibit992.htm EX-99.2 Document



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.
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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