TRS 10-K & 10-Q changes, risk factors and insider trading
Trimas Corp. · Nasdaq · Metal Forgings & Stampings · CIK 842633 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the Planned Sale of TriMas Aerospace”
New heading “The planned sale of TriMas Aerospace may not occur at all or may not occur in the expected time frame, which may negatively affect the trading price of our common stock and our future business and financial results.”
New heading “We may be unable to achieve some or all of the benefits that we expect to achieve from the planned sale of TriMas Aerospace.”
New heading “Our choices about the use of anticipated net proceeds from the sale of TriMas Aerospace may not be effective.”
Largest changes
“For example, we completed the spin-off of our legacy Cequent businesses in 2015, creating a new independent publicly traded company, Horizon Global Corporation (“Horizon”). In connection with the spin-off, we entered into an agreement pursuant to which Horizon agreed to fully indemnify us from, among other things, any and all future damages incurred by us in connection with certain litigation and environmental liabilities relating to our legacy Cequent businesses. …”see in full comparison
We are sensitive to price movements and availability of our raw materials supply. Our largest raw material purchases are for resins (such as polypropylene and polyethylene), steel,see in full comparisonaluminum superalloys (such as titanium, A286 stainless steel and Inconel)aluminum, and other oil and metal-based purchased components, each of which have experienced recent cost volatility. Prices for these products, along with costs for transportation and energy, fluctuate with market conditions, and have generally increased over time. For example,during 2022, we experienced increased energy costs and supply chain disruptions as a result of the Russia-Ukraine conflict. In addition,we have experienced, and expect to continue to experience, the impact of cost inflationary pressure on raw materials, wage rates and freight. Pressure on wage rates continued through 2025 across all our businesses. For 2024, while our material and other input costshave generallystabilized compared to 2023 levels, wehaveexperienced increased input costs associated with abrupt increases in customer demand, primarily in our Packaging segment.Pressure on wage rates continued through 2024 across all our businesses.Although we have generally been able to recover certain costs increases, we may be unable to offset the impact of future cost increases with price increases on a timely basis due to outstanding commitments to our customers, competitive considerations or our customers’ resistance to accepting such price increases and our financial performance could be adversely impacted. A failure by our suppliers to continue to supply us with certain raw materials, component parts, or at all, could have a material adverse effect on us. To the extent there are energy supply disruptions or material fluctuations in energy costs, our margins could be materially adversely impacted.
“The planned sale of TriMas Aerospace may not occur at all or may not occur in the expected time frame, which may negatively affect the trading price of our common stock and our future business and financial results.”see in full comparison
Free trade laws and regulations provide certain duties and tariffs on qualifying imports and exports, subject to compliance with the applicable classification and other requirements. The United States government hassee in full comparisonindicated its intent to alteraltered its approach to international trade policyandand, in somecasescases, indicated its intent to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries.RetaliatoryFor example, in early 2025 the U.S. government announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. Current and future tariffs, including any retaliatory tariffs imposed by othercountriescountries, or other potential governmental actions, could result in further adverse impacts on our business and results of operations. These tariffs, and other governmental actions relating to international trade agreements or policies, the adoption and expansion of trade restrictions, or the occurrence of trade wars may adversely impact demand for our products, costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, as a result, adversely impact our business. These tariffs and actions may, directly or indirectly, lead to higher costs and cause us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. The degree to which these changes in U.S. trade policies, or the trade policies of othercounties,countries, affect our financial condition and results of operations will be influenced by the specific details of the changes in trade policies, their timing and duration, and our effectiveness in deploying tools and strategies to address these issues.ForDuringexample, in the past few years,2025, wehaveexperienced higher input costs as a direct result of tariffs imposed on certain raw materials and components imported from China. In certain cases, we have passed-through these incremental costs to the customer, while in some cases we have not changed pricing to retain or expand volume, and in other cases we continue to work to install capacity in facilities where there currently is no tariff. In addition, certain of our U.S. suppliers raised prices for components in response to an overall increase in demand for domestic sources.ItThere remainsunclearuncertaintywhatregarding the scope and duration of these actions by the U.S. or foreign governmentswill or will not dowith respect to tariffs, international trade agreements and policies on a short-term or long-term basis. Additional changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture or purchase products could have a material adverse effect on our business, financial condition and results of operations.
“We may be unable to achieve some or all of the benefits that we expect to achieve from the planned sale of TriMas Aerospace.”see in full comparison
“Our choices about the use of anticipated net proceeds from the sale of TriMas Aerospace may not be effective.”see in full comparison
Full comparison: every changed paragraph (21)
Our financial performance depends, in large part, on conditions in the markets that we serve in both the U.S. and globally. In the past, our operations have been exposed to volatility due to changes in general economic conditions or consumer preferences, recessions or adverse conditions in the markets we serve, including the impact of global pandemics and international conflicts. We are exposed to highly cyclical end markets for industrial goods, and to a lesser extent, aerospace and consumer products. An uncertain macro-economic and political climate could lead to reduced demand from our customers, variations in timing of sales to our customers, increased price competition for our products, increased risk of excess and obsolete inventories, uncollectible receivables, and higher overhead costs as a percentage of revenue, all of which could impact our operating margins. If our customers are adversely affected by these factors, we may experience lower product volume orders, which could have an unfavorable impact on our revenue and operating profit. For example, beginning in the back half of 2022 and continuing through 2023, demand for dispensing and closure products within our Packaging segment fell as a result of some of our larger customers' choices to rebalance on-hand inventory levels and caution in purchasing behaviors given the current inflationary macro-economic environment.environment at the time. As a more recent example, wefollowing experienceda period of strong demand of our cylinder products and inventory builds from customers, whichwe benefitedwitnessed oura steelperiod cylinderof businesscustomer ininventory 2022 and 2023,destocking, which then resulted in customer destocking negatively impactingimpacted demand for steelour cylinderscylinder products in 2024.2024 and 2025. These are a few recent examples indicating that our ability to accurately forecast the level of our customers’ orders is limited and can result in inefficiencies in scheduling our installed manufacturing capacity and result in sub-optimal business and financial results.
We are sensitive to price movements and availability of our raw materials supply. Our largest raw material purchases are for resins (such as polypropylene and polyethylene), steel, aluminum superalloys (such as titanium, A286 stainless steel and Inconel)aluminum, and other oil and metal-based purchased components, each of which have experienced recent cost volatility. Prices for these products, along with costs for transportation and energy, fluctuate with market conditions, and have generally increased over time. For example, during 2022, we experienced increased energy costs and supply chain disruptions as a result of the Russia-Ukraine conflict. In addition, we have experienced, and expect to continue to experience, the impact of cost inflationary pressure on raw materials, wage rates and freight. Pressure on wage rates continued through 2025 across all our businesses. For 2024, while our material and other input costs have generally stabilized compared to 2023 levels, we have experienced increased input costs associated with abrupt increases in customer demand, primarily in our Packaging segment. Pressure on wage rates continued through 2024 across all our businesses. Although we have generally been able to recover certain costs increases, we may be unable to offset the impact of future cost increases with price increases on a timely basis due to outstanding commitments to our customers, competitive considerations or our customers’ resistance to accepting such price increases and our financial performance could be adversely impacted. A failure by our suppliers to continue to supply us with certain raw materials, component parts, or at all, could have a material adverse effect on us. To the extent there are energy supply disruptions or material fluctuations in energy costs, our margins could be materially adversely impacted.
While no individual customer accounted for 10% or more of our consolidated net sales for 2024,2025, 20232024 or 2022,2023, our customer base has become, and may further become, increasingly concentrated as a result of our strategy to focus on growing sales with existing customers in packaging end markets, or due to customer consolidations. In 2024,2025, our AerospacePackaging segment and Specialty Products segmentssegment each had a customer that comprised 10% or more of its segment revenue. As a result of these factors, changes to or reductions in the buying patterns of these larger customers, including our customers diversifying their supply base, may expose our business and results of operations to greater volatility. For example, in a prior period, a large commercial aircraft manufacturer announced significant production delays and/or reductions on certain of its platforms for which we provide products, which significantly impacted our sales, profit and production efficiencies compared to historical levels.
The mix and type of customers, and sales to any single customer, may vary significantly from quarter to quarter and from year to year, and have a significant impact on our financial condition, results of operations and cash flows. If customers do not place orders, or they substantially reduce, delay or cancel orders, we may not be able to replace the business, which may have a significant adverse impact on our results of operations and financial condition. For example, beginning late 2023 and continuing through 2024,early 2025, we experienced a significant demand trough in our cylinder business as our customers rebalanced their inventory and adjusted their buying patterns. Further, a number of our consumer packaged goods customers ordered higher levels of inventory due to concerns over capacity constraints and rising inflation in the first half of 2022, and subsequently reduced their order levels in the back-half of 2022. Salessales of our consumer and industrial packaging products decreased in 2023, which we believe was due to lower customer order activity given high customer stocking levels, as well as continuing uncertainty around consumer sentiment as a result of the inflationary environment. In addition, major customers may require that we localize manufacturing and supply capacity rather than sourcing from lower cost countries, or seek pricing, payment, intellectual property-related or other commercial terms that are less favorable to us, which may have a negative impact on our business. The concentration of our customer base also increases our risks related to the financial condition of our customers, and the deterioration in financial condition of customers or the failure of customers to perform their obligations could have a material adverse effect on our results of operations and cash flows.
If our manufacturing facilities become unavailable either temporarily or permanently due to weather, earthquakes or other natural disasters related to global climate change, or geopolitical developments, including any potential impacts resulting from tensions between the United States and China, or logistical complications or operational disruptions arising from adverse regulatory actions, acts of war, cybersecurity incidents, public health crises or labor disruptions, we may be unable to shift production to other facilities or to make up for lost production. For example, one of our AerospaceSpecialty Products manufacturing facilities are predominatelyis located in southernLongview, California,Texas, an area known for earthquakessignificant precipitation and wildfires,riverine flooding, and areis thus vulnerable to damage. Any new facility would need to comply with the necessary regulatory requirements, satisfy our specialized manufacturing requirements and require specialized equipment. Even though we carry business interruption insurance policies, any business interruption losses could exceed the coverage available or be excluded from our insurance policies. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair or insure our assets, which could have a material adverse impact on our financial condition and results of operations.
We depend on integrated information systems to conduct our business. While we maintain some of our critical information systems, we are also dependent on third parties to provide important services relating to, among other things, operational technology at our facilities, human resources, electronic communications and certain finance functions. We may experience operating problems with our information systems as a result of system failures, cybersecurity incidents or other causes.
We depend on integrated information systems to conduct our business. While we maintain some of our critical information systems, we are also dependent on third parties to provide important services relating to, among other things, operational technology at our facilities, human resources, electronic communications and certain finance functions. We may experience operating problems with our information systems as a result of system failures, cybersecurity incidents or other causes. Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-service attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information. Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software that is commonly used by companies in cloud-based services and bundled software. Any significant disruption or slowdown of our systems could cause customers to cancel orders or cause standard business processes to become inefficient or ineffective.
Certain of the agreements related to the acquisition and disposition of businesses require indemnification against certain liabilities related to the operations of the company for the previous owner. We cannot be assured that any of these indemnification provisions will fully protect us,us. In some instances, third parties may have an obligation to indemnify us for liabilities related to a disposed business, and assuch athird resultparties may be unable to, or fail to, fulfill such obligations. If such third parties fail to indemnify us, or if indemnification provisions otherwise fail to fully protect us, we may be financially responsible and may incur unexpected liabilities that adversely affect our profitability and financial position.
For example, we completed the spin-off of our legacy Cequent businesses in 2015, creating a new independent publicly traded company, Horizon Global Corporation (“Horizon”). In connection with the spin-off, we entered into an agreement pursuant to which Horizon agreed to fully indemnify us from, among other things, any and all future damages incurred by us in connection with certain litigation and environmental liabilities relating to our legacy Cequent businesses. In 2023, First Brands Group, LLC (“First Brands”) acquired Horizon, and subsequently assumed Horizon’s indemnification obligations to us. First Brands filed for Chapter 11 bankruptcy protection in September 2025. If First Brands is unable to satisfy its indemnification obligations to us, we may incur unexpected liabilities relating to our legacy Cequent businesses.
Free trade laws and regulations provide certain duties and tariffs on qualifying imports and exports, subject to compliance with the applicable classification and other requirements. The United States government has indicated its intent to alteraltered its approach to international trade policy andand, in some casescases, indicated its intent to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. RetaliatoryFor example, in early 2025 the U.S. government announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. Current and future tariffs, including any retaliatory tariffs imposed by other countriescountries, or other potential governmental actions, could result in further adverse impacts on our business and results of operations. These tariffs, and other governmental actions relating to international trade agreements or policies, the adoption and expansion of trade restrictions, or the occurrence of trade wars may adversely impact demand for our products, costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, as a result, adversely impact our business. These tariffs and actions may, directly or indirectly, lead to higher costs and cause us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. The degree to which these changes in U.S. trade policies, or the trade policies of other counties,countries, affect our financial condition and results of operations will be influenced by the specific details of the changes in trade policies, their timing and duration, and our effectiveness in deploying tools and strategies to address these issues. ForDuring example, in the past few years,2025, we have experienced higher input costs as a direct result of tariffs imposed on certain raw materials and components imported from China. In certain cases, we have passed-through these incremental costs to the customer, while in some cases we have not changed pricing to retain or expand volume, and in other cases we continue to work to install capacity in facilities where there currently is no tariff. In addition, certain of our U.S. suppliers raised prices for components in response to an overall increase in demand for domestic sources. ItThere remains unclearuncertainty whatregarding the scope and duration of these actions by the U.S. or foreign governments will or will not do with respect to tariffs, international trade agreements and policies on a short-term or long-term basis. Additional changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture or purchase products could have a material adverse effect on our business, financial condition and results of operations.
We continue to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal ("“GloBE"”) establishedrules byunder the Organization offor Economic CooperationCo-operation and Development'sDevelopment’s ("“OECD"”) Pillar Two framework. The Pillar Two rules establish a global minimum corporate tax rate of 15% for multinational enterprise groups with consolidated revenues of at least €750 million. OECD member countries may implement the Pillar Two model rules as issued, in a modified form, or not at all. OnIn December 12, 2022, the European Union member states agreedadopted a directive to implement Pillar Two, with the OECD'sincome Pillarinclusion Tworule globalgenerally corporateeffective minimumfor taxfiscal rateyears of 15%beginning on companiesor withafter revenuesDecember of31, at2023, leastand $790,000,the whichundertaxed wentprofits intorule effecteffective in Januarysubsequent 2024.periods. A number of other countriesjurisdictions have passedenacted, or are in the process of enacting, legislation enactingimplementing certain partsaspects of the Pillar Two framework in 2024.framework. While the Pillar Two legislation did not have a material impact on our 2024 consolidated financial statements,statements for the year ended December 31, 2025, it could have a material impact on our effective tax rate and result in higherincreased cash tax liabilities in thefuture future,periods, depending on the jurisdictions in which countrieswe enact minimum tax legislationoperate and the manner in whatwhich manner.such rules are implemented. We continue to assess the impact as guidance evolves, especially the newly side-by-side rules which were published by the OECD in January 2026.
Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed more than 30 years ago, have been $13.7$14.4 million. All relief sought in the asbestos cases is monetary in nature. To date, approximately 40% of our costs related to settlement and defense of asbestos litigation have been covered by our primary insurance. Effective February 14, 2006, we entered into a coverage-in-place agreement with our first level excess carriers regarding the coverage to be provided to us for asbestos-related claims when the primary insurance is exhausted. The coverage-in-place agreement makes asbestos defense costs and indemnity insurance coverage available to us that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses. The Company'sOur primary insurance exhausted in November 2018, and thewe Company iswere solely responsible for defense costs and indemnity payments prior to the commencement of coverage under this agreement,agreement. During second quarter 2025, we reached the durationthreshold of whichqualified wouldfuture besettlements subjectrequired to commence excess carrier insurance coverage under the scopecoverage-in-place of damage awards and settlements paid. During this period, we may incur significant litigation costs in defending these matters.agreement. In the event the asbestos defense costs and indemnity insurance coverage provided by the coverage-in-place agreement are unavailable to us for any reason, we may incur additional costs. We also may be required to incur additional defense costs and pay damage awards or settlements, or become subject to equitable remedies, in the future that could adversely affect our businesses.
As of December 31, 2024,2025, we have $398.1$469.2 million of outstanding long-term debt. We are subject to variable interest rates on our revolving credit facility. Such interest rates are subject to benchmark interest rates based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average andAverage, Euro borrowings subject to the Euro InterBank Offered Rate, both plus a spread of 1.750%,Rate and U.S. dollar borrowings subject to the Secured Overnight Financing RateRate, each plus a spread ofthat 1.850%.ranges Thefrom interest1.375% rateto spread is2.00% based upon the leverage ratio, as defined, as of the most recent determination date. We may experience increases in our interest expense as a result of general increases in interest rate levels. In addition, we could be further impacted by changes in variable interest rates. Our reference rates under our revolving credit facility may perform differently from historical rates, which may affect our net interest expense and require changes to our future risk, pricing and hedging strategies. We had $1.5$72.8 million outstanding under our revolving credit facility as of December 31, 2024.2025.
As of December 31, 2024,2025, we have one facility, located in Commerce, California, where our hourly employees operate under a collective bargaining agreement, and which represents 13% of our employees located in the United States. We have six facilities outside of the United States where our employees are affiliated with state-controlled or trade unions, which covers 13% of our non-U.S. employees. Our labor agreement with the United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) at our TriMas Aerospace facility in Commerce, California, expired in August 2024, at which time the UAW initiated a strike. We entered into a new three-year collective bargaining agreement in October 2024. We are not aware of any present active union organizing drives at any of our other facilities. We cannot predict the impact of any further unionization of our workplace.
Risks Related to the Planned Sale of TriMas Aerospace
The planned sale of TriMas Aerospace may not occur at all or may not occur in the expected time frame, which may negatively affect the trading price of our common stock and our future business and financial results.
Completion of the planned sale of TriMas Aerospace is subject to the satisfaction or waiver of customary and other closing conditions. The sale is not assured and is subject to risks and uncertainties, including the risk that the necessary regulatory approvals will not be obtained or that other closing conditions will not be satisfied. We cannot predict whether and when such approvals will be received, or such conditions will be satisfied. The Purchase Agreement includes customary termination rights for both the Company and the Purchaser, including the right of either party to terminate the agreement if the planned sale of TriMas Aerospace has not been consummated within six months following the execution date of the Purchase Agreement (the “Outside Date”). The Outside Date may be extended by either party by an additional three-month period under certain conditions. If the planned sale of TriMas Aerospace is not completed, or if there are significant delays in completing the planned sale, it may negatively affect the trading price of our common stock and our future business and financial results.
We may be unable to achieve some or all of the benefits that we expect to achieve from the planned sale of TriMas Aerospace.
Although we believe that selling TriMas Aerospace will provide financial, operational, managerial and other benefits to us and our shareholders, the planned sale may not provide such results on the scope or scale we anticipate, and we may not realize the assumed benefits of the sale. In addition, we will incur one-time costs in connection with the sale that may exceed our estimates and negate some of the benefits we expect to achieve. If we do not realize these assumed benefits, we could suffer a material adverse effect on our financial condition.
Our choices about the use of anticipated net proceeds from the sale of TriMas Aerospace may not be effective.
If the planned sale of TriMas Aerospace is consummated, we expect to receive net after-tax cash proceeds of approximately $1.2 billion. We plan to use a portion of the anticipated net proceeds from the sale of TriMas Aerospace for acquisitions, and we have established the Strategic Investment Committee (the “Committee”) to evaluate potential acquisitions and additional options for the use of proceeds. Attractive strategic transaction opportunities may not be identified, and we may be unable to accomplish our strategic objectives in effecting a particular strategic transaction. While we will have broad discretion in the application of the net proceeds from the planned sale of TriMas Aerospace, we may not be able to recognize the benefits of and effectively deploy such net proceeds and our planned use of proceeds may not yield a significant return or any return at all for our shareholders. In addition, pending their use, we may invest the net proceeds from the planned sale of TriMas Aerospace in a manner that does not produce income or that loses value. Our ability to use of net proceeds from the planned sale of TriMas Aerospace is also limited by covenants in our debt instruments. For example, the indenture governing our senior notes includes certain requirements regarding the use of net proceeds from asset sale transactions. If we cannot effectively deploy the anticipated net proceeds from the planned sale of TriMas Aerospace, it may negatively affect the trading price of our common stock and our future business and financial results.
Management's Discussion & Analysis (MD&A)
New heading “Year Ended December 31, 2025 Compared with Year Ended December 31, 2024”
Removed heading “Results of Operations”
Largest changes
“Our results of operations have been materially impacted over the past few years by macro-economic factors, first by the onset and proliferation of the coronavirus pandemic ("pandemic"), then further from increased energy costs and supply chain disruptions from the Russia-Ukraine conflict, and more recently by cost inflation (raw materials, wage rates and freight) a lack of material and in certain regions skilled labor availability, as well as recent periods of destocking from prior periods of over-ordering by customers. …”see in full comparison
“Our results of operations have been materially impacted over the past few years by macro-economic factors, most recently by cost inflation (raw materials, wage rates and freight) and a lack of material, and in certain regions, skilled labor availability. Additionally, during 2025, the U.S. government altered its approach to international trade policy and announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. …”see in full comparison
“We have seen a number of global market uncertainties stemming from the macro-economic environment in the past few years, including significant challenges in inflationary pressures, supply chain disruptions and labor availability, as well as significant volatility in our customers' sentiment and order patterns. …”see in full comparison
see in full comparisonInWeconductingperformedthea quantitativeanalysisassessment for the Life Sciences reportingunit,unit within the Packaging segment and the Norris Cylinder reporting unit within the Specialty segment. In conducting the quantitative analysis, we determined the estimated fair value utilizing both income and market-based approaches. The income approach relies on the present value of estimated future cash flows of the business, discounted using a rate appropriately reflecting the risks inherent in the cash flows. The market approach relies on market data of other public companies that we deem comparable in operations to our reporting units. Based on results of the20242025 quantitative assessment, we determined there were no indications that the fair value of the Life Sciences and Norris Cylinder reportingunitunitswaswere less thanitstheir carryingvalue.values. Upon completion of the goodwill impairment test, we 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.
The techniques used in our quantitative impairment test incorporated a number of assumptions that we believe to be reasonable and to reflect the current market conditions. Assumptions in estimating future cash flows and earnings were based on Level 3 inputs under the fair value hierarchy and were primarily related to customer demand and revenue growth, and associated profitability and cash flows. To provide a level of sensitivity analysis, for the Life Sciences reporting unit a 1% increase in the weighted average cost of capital would have resulted in a goodwill impairment charge of approximatelysee in full comparison$7$0.9 million, while a 0.5% decrease in the terminal growth rate would have resulted ina goodwillno impairmentchargeto goodwill. For the Norris Cylinder reporting unit a 1% increase in the weighted average cost ofapproximatelycapital$2ormillion.a 0.5% decrease in the terminal growth rate would have resulted in no impairment to goodwill.
“In addition, in 2025, the U.S. government announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. We will continue to take actions to mitigate such increases, including implementing commercial pricing adjustments, holding extra inventories, resourcing to alternate suppliers and insourcing of previously sourced products. …”see in full comparison
Full comparison: every changed paragraph (132)
TriMas designs, develops and manufactures a diverse set of products primarily for the consumer products, aerospace & defenseproducts and industrial markets through its TriMas Packaging, TriMas AerospacePackaging and Specialty Products groups. Our wide range of innovative products are designed and engineered to solve application-specific challenges that our customers face. We believe our businesses share important and distinguishing characteristics, including: well-recognized and leading brand names in the markets we serve; innovative product technologies and features; a high-degree of customer approved processes and qualifications; established distribution networks; modest capital investment requirements; strong cash flow conversion and long-term growth opportunities. While the majority of our revenue is in the United States, we manufacture and supply products globally to a wide range of companies. We reportare ourprincipally business activityengaged in threetwo reportable segments: Packaging, AerospacePackaging and Specialty Products.
On November 4, 2025, we 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., to sell TriMas Aerospace. The purchase price for the sale of TriMas Aerospace consists of approximately $1.45 billion in cash, subject to customary adjustments. The sale of TriMas Aerospace is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary and other closing conditions. The financial results of our Aerospace business were previously reported within our Aerospace reportable segment, and are presented as assets held for sale in our consolidated balance sheet and as discontinued operations in our consolidated statement of income for all periods presented in the financial statements.
Our results of operations have been materially impacted over the past few years by macro-economic factors, most recently by cost inflation (raw materials, wage rates and freight) and a lack of material, and in certain regions, skilled labor availability. Additionally, during 2025, the U.S. government altered its approach to international trade policy and announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. This change in international trade policy has also created uncertainty with respect to future tariffs, including any retaliatory tariffs imposed by other countries, or other potential governmental actions. These factors have affected each of our businesses and how we operate, albeit in different ways and magnitudes. The current tariffs, predominately those imposed on China-based imports, have increased the costs of certain products sourced from non-U.S. countries.
Sales of certain of our products for industrial applications, for example steel cylinders for packaged gas applications, have experienced volatility in demand related to customers securing high order rates in prior periods, only to enter a period of destocking in more recent periods. This significant level of volatility in demand levels, input and transportation costs, and material and labor availability, have pressured our ability to operate efficiently in recent periods. While some areas of demand volatility and softness remain, such as in our our Norris Cylinder business within our Specialty Products segment, we have experienced more steady and consistent demand in our Packaging segment.
Our results of operations have been materially impacted over the past few years by macro-economic factors, first by the onset and proliferation of the coronavirus pandemic ("pandemic"), then further from increased energy costs and supply chain disruptions from the Russia-Ukraine conflict, and more recently by cost inflation (raw materials, wage rates and freight) a lack of material and in certain regions skilled labor availability, as well as recent periods of destocking from prior periods of over-ordering by customers. These factors significantly affected each of our businesses and how we operate, albeit in different ways and magnitudes. Sales in our Packaging segment for dispensing and closure products used in applications to help fight the spread of germs have experienced extreme volatility in demand, with demand spiking to record highs after the onset of the pandemic, demand abating as expected from those high levels beginning mid-2022 and continuing through most of 2023, as a result of some of our larger customers' choices to rebalance on-hand inventory levels and caution in purchasing behaviors given the current inflationary macro-economic environment. Sales of certain of our aerospace-related products were significantly depressed from historical levels following the onset of the pandemic, but demand has significantly increased in recent quarters as air travel has picked-up and new aircraft build rates improve. Certain of our products for industrial applications, for example steel cylinders for packaged gas applications, have experienced volatility in demand related to customers securing high order rates in prior periods, only to enter a period of destocking in more recent periods. Altogether, this significant level of volatility in demand levels, input and transportation costs, and material and labor availability, have pressured our ability to operate efficiently in recent periods. While some areas of demand volatility and softness remain, such as in our Specialty Products segment, and more specifically our Norris Cylinder business, we have experienced more steady and consistent demand in our Packaging and Aerospace segments.
Overall, 20242025 net sales increased $31.5$14.9 million, or 3.5%,2.4%, compared to 2023.2024. We experienced growth from acquisitions, as well as organic growth of 16.6% and 10.3%4.1% within our Aerospace and Packaging segments, respectively,segment compared to 2023.2024. TheseThe increasesincrease werewas partially offset by lower sales of 37.2%7.0% in our Specialty Products segment as compared to the prior yearyear, as wehigher worksales throughof steel cylinders more than offset the lost sales due to the divestiture of our Arrow Engine business in January 2025. Our overall sales increase included $2.2 million of currency exchange, as our reported results in U.S. dollars were favorably impacted as a cyclicalresult demandof trougha andweakening destocking.U.S. dollar relative to foreign currencies.
The most significant drivers affecting our financial results in 2025 compared with 2024, other than as directly impacted by sales changes, were the impact of the divestiture of our Arrow Engine business, our recognition of a net benefit to recognize our asbestos insurance recovery asset and update our liability to our recent actuarial valuation, realignment costs related to actions to reorganize our corporate office, charges associated with environmental remediation liabilities, the refinancing of our existing Credit Agreement ("Credit Agreement"), the year-over-year impact of accelerated depreciation charges in 2024 related to shortening the useful lives of certain machinery and equipment in our Specialty Products segment, and a decrease in our effective tax rate.
On January 31, 2025, we completed the sale of our Arrow Engine business within the Specialty Products segment for net cash proceeds of $21.0 million. As a result, we recorded a pre-tax gain of $5.4 million for the year ended December 31, 2025.
In third quarter 2025, we commissioned our actuary to update our asbestos study, and upon completion we recorded a pre-tax charge of $8.0 million. In the fourth quarter 2025, we 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. We estimated the loss recovery of indemnity and defense costs under the CIP agreement, and recognized an insurance recovery asset of $35.8 million, which was commensurate with the assumptions used to calculate the asbestos liability. See Note 16, "Commitments and Contingencies," to our consolidated financial statements attached herein with this Form 10-K.
During 2025, we recorded $5.2 million of realignment costs related to actions to reorganize our corporate office, primarily for severance and consulting costs, including $1.5 million of non-cash compensation expense.
The most significant drivers affecting our financial results in 2024 compared with 2023, other than as directly impacted by sales changes, were the impact of our recent acquisitions, accelerated depreciation charges related to shortening the useful lives of certain machinery and equipment in our Specialty Products segment, increased costs and decreased sales resulting from a prolonged labor union strike at one of our manufacturing facilities within our Aerospace segment, a charge to update our asbestos liability based on our recent actuarial valuation, improved material availability within our Aerospace segment, charges associated with environmental remediation liabilities, increased input costs, including expedited freight within our Packaging segment, lower realignment charges, and a decrease in our effective tax rate.
In April 2023, we acquired Weldmac Manufacturing Company ("Weldmac"), a designer and manufacturer of complex metal fabricated components and assemblies for the aerospace, defense and space launch end markets for a purchase price of $34.0 million, with additional contingent consideration of $5.5 million paid in July 2023 and $2.25 million paid in October 2024 based on achievement of earnings targets. Weldmac, which is reported in our Aerospace segment, is located in El Cajon, California. Weldmac contributed $12.9 million of acquisition-related net sales growth during 2024.
In February 2023, we 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. Aarts, which is reported in our Packaging segment, is located in Waalwijk, the Netherlands, and contributed $2.8 million of acquisition-related sales growth during 2024 resulting from its January 2024 sales.
In 2024, following a strategic demand and profitability study of our cylinders products within our Specialty Products segment, we ceased use of our second hot forge which primarily produced lower profitability products, resulting in pre-tax non-cash charges related to accelerated depreciation expense of $8.2 million due to the shortening of the assets expected useful lives.
In August 2024, our labor agreement with the United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) at our TriMas Aerospace facility in Commerce, California, expired. On August 4, 2024, the UAW initiated a strike, causing a work stoppage that resulted in lost production volumes, reduced sales, manufacturing inefficiencies and $3.4 million of strike-related costs in 2024, with the Company and the UAW reaching a new labor agreement in mid-October 2024.
In 2024, we commissioned our actuary to update our asbestos study, and upon completion we recorded a pre-tax charge of $5.5 million, which is included in selling, general and administrative expenses.
InDuring 2024,2025 we recorded a pre-tax charges of $3.6$6.5 million for environmental remediation for waste sites in which we had been named a potential responsible party. In 2024, we recorded pre-tax charges of $3.2 million for similar environmental matters.
In March 2025, we amended our Credit Agreement to extend the maturity date through March 31, 2030. We incurred fees and expenses of $1.3 million related to the amendment, all of which was capitalized as debt issuance costs.
In 2024, following a strategic demand and profitability study of our cylinders products within our Specialty Products segment, we ceased use of our second hot forge, which primarily produced lower profitability products, resulting in pre-tax non-cash charges related to accelerated depreciation expense of $8.2 million due to the shortening of the assets expected useful lives.
During 2024, we experienced abrupt increases in orders for certain products within our Packaging segment, requiring us to incur incremental input costs, including expedited freight, in order to timely fulfill certain customer's orders.
Over the past few years, we have been executing certain realignment actions in response to current and expected future end market demand and rising input costs. During 2024, we incurred pre-tax realignment charges of $0.9 million within our Packaging segment, related to the closure of our facility in Irwindale, California. In 2023, we recorded pre-tax realignment charges of $10.3 million, primarily related to our actions to close and consolidate two production facilities in China into one new, larger facility in Haining, China, and to close and consolidate our Rohnert Park, California, manufacturing facility operations into other existing U.S. production locations. These charges consisted of $2.1 million employee-related costs, $0.8 million for the write down of inventory to fair value, $5.2 million related to other facility move and consolidation costs, and $2.2 million were related to charges to accelerate the depreciation of certain fixed assets.
Our effective tax rate for 20242025 and 20232024 was 19.3%,(198.1)%, and 20.2%,53.3%, respectively. The decrease in effective tax rate 2024for 2025 as compared to 20232024 is primarily as a result of us recognizing a $53.9 million tax benefit in 2025 related to the tax-basis versus book-basis difference in our Aerospace business. Otherwise, the remaining difference is due to a change in the mix of domestic and foreign pre-tax results.
We have executed meaningful realignment actions over the past few years to address variable and structural costs where demand has fallen. We will continue to assess and take further actions if required. However, as a result of the current period of macroeconomic inflation and uncertainty, including uncertainty regarding the scope and duration of current and future tariffs and trade actions, and the potential impact of such factors to our future results of operations, as well as if there is an impact to TriMas' overall performance and market capitalization, we may record additional cash and non-cash charges related to further realignment actions, asset impairments, including impairments to our goodwill, intangible assets, fixed assets, inventory or customer receivable account balances.
We are sensitive to price movements and availability of our raw materials supply. Our largest raw material purchases are for polypropylene, polyethylene, steel, aluminum, superalloys (such as titanium, A286 stainless steel and Inconel) and other oil and metal-based purchased components, the costs for each of which are subject to volatility. There has also been some volatility overin thecertain pastof twoour yearsinput costs as a direct and indirect result of foreign trade policy, where tariffs on certain of our commodity-based products sourced from Asia have been instituted, the conflict in Eastern Europe, creating certain input material shortages, and labor shortages at certain of our raw material suppliers. We will continue to take actions to mitigate such increases, including implementing commercial pricing adjustments, holding extra inventories, resourcing to alternate suppliers and insourcing of previously sourced products. Although we believe we are generally able to mitigate the impact of higher commodity costs over time, we may experience additional material costs and disruptions in supply in the future and may not be able to pass along higher costs to our customers in the form of price increases or otherwise mitigate the impacts to our operating results.instituted.
In addition, in 2025, the U.S. government announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. We will continue to take actions to mitigate such increases, including implementing commercial pricing adjustments, holding extra inventories, resourcing to alternate suppliers and insourcing of previously sourced products. Although we believe we are generally able to mitigate the impact of higher commodity costs over time, we may experience additional material costs and disruptions in supply in the future and may not be able to pass along higher costs to our customers in the form of price increases or otherwise mitigate the impacts to our operating results.
Oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging segment. As such, an increase in crude oil often is a precursor to rising polymeric raw material costs, for which we may experience a contractual commercial recoverrecovery lag. Separately, our Arrow Engine business in our Specialty Products segment is sensitive to the demand for natural gas and crude oil in North America. For example, demand for engine, pump jack and compressor products are impacted by active oil and gas rig counts and wellhead investment activities.
Each year, as a core tenet of the TriMas Business Model,year our businesses target cost savings from Kaizen (continuous improvement) initiatives in an effort to reduce, or otherwise offset, the impact of increased input and conversion costs through increased throughput and yield rates, with a goal of at least covering inflationary and market cost increases. In addition, we continuously review our operating cost structures to ensure alignment with current market demand.
We continue to evaluate alternatives to redeploy the cash generated by our businesses, one of which includes returning capital to our shareholders. In 2020,November 2025, our Board of Directors increasedauthorized us to increase the authorizationpurchase of shareour repurchasescommon stock up to a$150 cumulativemillion amountin ofthe $250aggregate, million.adding to the $65.4 million remaining under the previous authorization. During 2024,2025, 2024 and 2023, we purchased 3,124,866, 771,067 and 680,594 shares of our outstanding common stock for an$103.3 aggregate purchase price ofmillion, $19.3 million.million and $18.8 million, respectively. As of December 31, 2024,2025, we had $67.6$48.9 million remaining under the repurchase authorization. See Note 24, "Subsequent Events," included in Item 8, "Financial Statements and Supplementary Data," within this Form 10-K for an update on our authorization.
The following table summarizes financial information for our three reportable segments (dollars in thousands):
The following "Results of Operations Year Ended December 31, 20242025 Compared with Year Ended December 31, 20232024" section presents an analysis of our consolidated operating results displayed in the Consolidated Statement of Income. A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 29, 2024.
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024
The principal factors impacting us during the year ended December 31, 2025, compared with the year ended December 31, 2024 were:
•Increases in demand for products within our Packaging and Specialty Products segments;
•The divestiture of our Arrow Engine business;
•The recognition of a net benefit to recognize our asbestos insurance recovery asset and update our liability;
•Increased costs, primarily related to consulting costs and costs associated with actions to reorganize the corporate office;
•Environmental remediation expenses related to waste sites in which we had been named a potential responsible party;
•The impact of our debt refinancing activities;
•The year-over-year impact of accelerated depreciation charges in 2024 related to shortening the useful lives of certain machinery and equipment in our Specialty Products segment; and
•The decrease in our effective tax rate in 2025 as compared with 2024.
Overall, net sales increased $14.9 million, or 2.4%, to $645.7 million in 2025, as compared to $630.8 million in 2024. Organic sales, excluding the impact of currency exchange and acquisitions, increased $30.5 million, or 4.8%, driven by organic sales increases of 4.1% and 8.0% within our Packaging and Specialty Products segments, respectively, due to end market demand improvements and growth initiatives. These increases were partially offset by the impact of the divestiture of our Arrow Engine business in our Specialty Products segment. In addition, net sales increased by $2.2 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the weakening of the U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 21.4% and 20.5% in 2025 and 2024, respectively. Gross profit margin increased primarily due to higher sales levels in our Packaging segment, and the year-over-year impact of $8.2 million of accelerated depreciation charges for certain machinery and equipment within our Specialty Products segment. These improvements were partially offset by a $1.5 million write-off of certain inventory to the lower of cost or net realizable value and an increase of certain input costs in our Packaging segment and by the loss of sales related to the divestiture of our Arrow Engine business.
Operating profit margin (operating profit as a percentage of sales) approximated 6.4% and 2.4% in 2025 and 2024, respectively. Operating profit increased $26.1 million, to $41.3 million in 2025, as compared to $15.2 million in 2024, due to a $20 million decrease in net Corporate expenses, higher sales levels in our Packaging segment, and the year-over-year impact of $8.2 million of accelerated depreciation charges for certain machinery and equipment within our Specialty Products segment. These improvements were partially offset by a $1.5 million write-off of certain inventory to the lower of cost or net realizable value, an increase of certain input costs, and the impact of $1.2 million of net gains on sale of non-core properties in 2024 that did not repeat in our Packaging segment. Operating profit also decreased due to the loss of sales related to the divestiture of our Arrow Engine business in our Specialty Products segment and as a result of higher employee-related costs.
Interest expense decreased $1.5 million, to $18.0 million in 2025, as compared to $19.6 million in 2024, primarily due to a decrease in our interest rates on our revolving credit facility.
Other income increased $0.8 million to $1.0 million in 2025, from $0.2 million in 2024, as the impact of foreign currency translation was partially offset by increased pension expense.
The effective income tax rate for 2025 was (198.1)%, compared to 53.3% for 2024. We recorded an income tax benefit of $48.1 million in 2025, as compared to an income tax benefit of $2.2 million in 2024. During 2025, we reported domestic and foreign pre-tax income (loss) of $(7.6) million and $31.9 million, respectively, as compared to domestic and foreign pre-tax income (loss) of $(31.2) million and $27.0 million, respectively, in 2024. Our 2025 tax benefit is higher as a result of recognizing a $53.9 million tax benefit related to the tax-basis versus book-basis difference in our Aerospace business. Otherwise, the remaining difference is due to a change in the mix of domestic and foreign pre-tax results.
Income (loss) from continuing operations increased $74.3 million to income of $72.3 million in 2025, compared to a loss of $2.0 million in 2024. This increase was primarily a result of an increase in operating profit of $26.1 million, an increase in income tax benefit of $45.8 million, a $1.5 million decrease in interest expense, and a $0.8 million increase in other income.
Packaging. Net sales increased $23.2 million, or 4.5% (of which 4.1% was organic and 0.4% was foreign currency exchange), to $535.5 million in 2025, as compared to $512.3 million in 2024. Sales of dispensing products used primarily for beauty, personal care and home care applications increased by $25.4 million. Sales of products used in life sciences markets increased by $7.7 million, sales of products used for industrial applications increased by $3.0 million, and sales of other consumer goods products increased by $7.2 million. These increases were partially offset by the decrease in sales of products used in food and beverage applications of $22.2 million. Net sales increased by $2.2 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the weakening U.S. dollar relative to foreign currencies, as compared to 2024.
Packaging's gross profit increased $3.8 million to $127.4 million, or 23.8% of sales, in 2025, as compared to $123.7 million, or 24.1% of sales, in 2024, due to higher sales levels as well as the favorable impact of prior year operational improvement actions. Although gross profit increased, gross profit margin decreased primarily due to increased input costs including higher tariffs and a $1.5 million write-off of certain inventory to the lower of cost or net realizable value.
Packaging's selling, general and administrative expenses increased $2.4 million to $58.8 million, or 11.0% of sales, in 2025, as compared to $56.4 million, or 11.0% of sales, in 2024, primarily due to higher employee-related costs.
Packaging's operating profit of $68.1 million, or 12.7% of sales, in 2025 remained relatively flat compared to $68.1 million, or 13.3% of sales, in 2024, as higher sales volume and the favorable impact of cost reduction efforts were offset by increased input costs, the write-off of certain inventory to the lower of cost or net realizable value, higher selling, general and administrative expenses, and the impact of $1.2 million of net gains on sale of non-core properties in 2024 that did not repeat.
Specialty Products. Net sales decreased $8.3 million, or 7.0% (of which 8.0% was organic and (15.0)% was due to the divestiture of Arrow Engine), to $110.2 million in 2025, as compared to $118.5 million in 2024. Sales of steel cylinders increased $9.5 million, or 9.5%, to $108.8 million, as compared to $99.3 million, due predominantly to improved demand for industrial applications as customers continued to work through high prior period inventory balances. Arrow Engine contributed $1.4 million of sales in 2025, as compared to $19.2 million in 2024. See Note 4, "Acquisitions and Sale of Business," to our consolidated financial statements attached within this Form 10-K.
Gross profit within Specialty Products increased $4.8 million to $10.7 million, or 9.7% of sales, in 2025, as compared to $5.9 million, or 5.0% of sales, in 2024, primarily due to the year-over-year impact from $8.2 million of accelerated depreciation charges in 2024 for certain machinery and equipment in our cylinder business that did not repeat in 2025. In addition, gross profit increased due to increased sales of steel cylinders and as a result of structural cost reductions made within our cylinder business. These increases were partially offset by the $4.4 million of 2024 gross profit generated by the Arrow Engine business, which was sold in January 2025.
Selling, general and administrative expenses within Specialty Products decreased $1.5 million to $6.3 million, or 5.7% of sales, in 2025, as compared to $7.8 million, or 6.6% of net sales, in 2024, primarily due to $0.9 million of lower expenses resulting from the January 2025 sale of the Arrow Engine business. The remainder of the decrease was primarily due to reduced spending levels related to structural cost reduction efforts within our cylinder business.
Operating profit (loss) within Specialty Products increased $6.2 million to an operating profit of $4.2 million, or 3.8% of sales, in 2025, as compared to an operating loss of $2.0 million, or 1.7% of sales, in 2024, primarily due to the year-over-year impact from $8.2 million of accelerated depreciation charges in 2024 for certain machinery and equipment in our cylinder business that did not repeat in 2025. In addition, operating profit increased due to increased sales of steel cylinders and as a result of structural cost reductions made within our cylinder business. These increases were partially offset by the $3.4 million of 2024 operating profit generated by the Arrow Engine business, which was sold in January 2025.
Corporate. Corporate expenses, net included in operating profit consist of the following (dollars in millions):
Corporate expenses decreased $20.0 million to $31.0 million in 2025, from $51.0 million in 2024 due to:
•Corporate operating expenses increased $10.9 million to $46.9 million in 2025 from $36.0 million in 2024, as we incurred $3.7 million of corporate operating expenses (exclusive of non-cash stock compensation) associated with actions to reorganize the corporate office, $4.4 million in higher information technology costs including costs associated with the upgrade of certain key information technology applications, and higher employee-related costs.
•Non-cash stock compensation increased $4.3 million to $9.9 million in 2025 from $5.6 million in 2024, primarily due to $1.5 million related to actions to reorganize the corporate office, additional expense associated with inducement awards granted in 2025, and a change in the expected attainment of existing awards in 2024.
•Our legacy-related expenses (benefit) increased $29.8 million to a net benefit of $20.4 million in 2025 from expense of $9.4 million in 2024. This change was primarily due to a $33.3 million change in asbestos-related benefit (costs), net as we recognized a $27.8 million net benefit related to updating our asbestos studies in 2025, which consisted of a $35.8 million pre-tax benefit to recognize an insurance recovery asset, offset by a $8.0 million pre-tax charge to update our asbestos liability. This compares to a $5.5 million pre-tax charge in 2024 to update our asbestos liability. Also within our legacy expenses, our pre-tax charges for environmental matters increased $3.3 million as we recorded a pre-tax charge of $6.5 million in 2025 for environmental remediation for waste sites in which we had been named a potential responsible party, as compared to pre-tax charges of $3.2 million in 2024 for similar environmental matters.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A., "Risk Factors," in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. There have been no significant changes to our risk factors as disclosed in our 2025 Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Segment Information and Supplemental Analysis”
New heading “Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025”
Largest changes
“Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025”see in full comparison
“Sales of certain of our products for industrial applications, for example steel cylinders for packaged gas applications, have experienced volatility in demand related to customers securing high order rates in prior periods, only to enter a period of destocking in more recent periods. This significant level of volatility in demand levels, input and transportation costs, and material and labor availability, has pressured our ability to operate efficiently in recent periods. …”see in full comparison
As part of this effort, TriMas Packagingsee in full comparisonis restructuringrestructured its commercial and operational model to eliminate silos, accelerate decision-making, and deliver more integrated customer solutions. Thechangesactionsincludeincluded realigning commercial resources and sales processes to improve customer engagement and growth execution, while also unifying sales teams, standardizing operations across facilities and reducing management layers to improve speed, accountability and innovation. Key initiatives include brand unification, expanded operational excellence programs, technology implementations and manufacturing footprint optimization. We also implemented a planning framework to align priorities, strengthen accountability and drive execution across our three strategic pillars. Collectively, these actions are expected to strengthen TriMas’ operating model, enhance customer satisfaction and support sustainable long-term value creation.
As a result of the decision of the U.S. Supreme Court in February 2026, wesee in full comparisonmay beare entitled to a refund of tariffs previously paid on certain imported product under IEEPA.Although a reimbursement process became available on April 20, 2026, the timing and amount of any potential refunds for previously collected tariffs remain uncertain and may be subject to further legal and regulatory developments.To date, the changes in the tariffs, on an overall basis, have not had a significant impact on our results of operations. We will continue to monitor the situation and evaluate the impact of any replacement tariffs or policy changes on our business, including the potential for cost recovery and future tariff exposure.
“Gross profit decreased $0.6 million to $1.8 million, or 5.6% of sales, in the three months ended June 30, 2026, as compared to $2.4 million, or 8.4% of sales, in the three months ended June 30, 2025, as the impact of increased steel cylinder sales was more than offset by higher production costs due to inefficient ramping up of labor and machinery to meet the higher demand levels, as well as higher material costs.”see in full comparison
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As a result of the decision of the U.S. Supreme Court in February 2026, we may beare entitled to a refund of tariffs previously paid on certain imported product under IEEPA. Although a reimbursement process became available on April 20, 2026, the timing and amount of any potential refunds for previously collected tariffs remain uncertain and may be subject to further legal and regulatory developments. To date, the changes in the tariffs, on an overall basis, have not had a significant impact on our results of operations. We will continue to monitor the situation and evaluate the impact of any replacement tariffs or policy changes on our business, including the potential for cost recovery and future tariff exposure.
Sales of certain of our products for industrial applications, for example steel cylinders for packaged gas applications, have experienced volatility in demand related to customers securing high order rates in prior periods, only to enter a period of destocking in more recent periods. This significant level of volatility in demand levels, input and transportation costs, and material and labor availability, has pressured our ability to operate efficiently in recent periods. While some areas of demand volatility and softness remain, such as in our Specialty Products segment, and more specifically our Norris Cylinder business, we have experienced more steady and consistent demand in our Packaging segment.
Overall, our firstsecond quarter 2026 net sales increased $15.8$2.8 million, or 10.4%,1.6%, compared to first quarter 2025. We experienced organic growth of 4.4% within our Packaging segment, compared to firstsecond quarter 2025. Net sales increased 17.0%10.2% in our Specialty Products segment as compared to the prior year quarter, as higher sales of steel cylinders more than offset the lost salesquarter due to theincreased divestituremarket demand for steel cylinders. Organic sales decreased 2.1% within our Packaging segment, compared to second quarter 2025, due to volatility in certain of our Arrowend Engine business in January 2025.markets. Our overall sales increase included $6.0$2.9 million of currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of a weakening U.S. dollar relative to foreign currencies.
The most significant drivers affecting our financial results in firstsecond quarter 2026 compared with firstsecond quarter 2025, other than as directly impacted by sales changes, were realignment costs related to the comprehensiveclosure reorganizationand consolidation of our PackagingAtkins, segmentArkansas and corporate office,facility, interest income earned on the invested cash proceeds from the sale of our Aerospace business, the impact of the divestiture of our Arrow Engine business in first quarter 2025, and ana increasedecrease in our effective tax rate.
During firstsecond quarter 2026, we recorded $4.1$2.1 million of realignment costs related to the comprehensiveclosure reorganizationand consolidation of our Atkins, Arkansas facility into other locations within our Packaging segmentsegment, including $1.4 million related to facility move and corporateconsolidation office,costs primarily for severance, includingand $0.5 million related to charges to accelerate the depreciation of non-cashcertain compensationfixed expense.assets.
During first quarter 2026, we invested the cash proceeds from the sale of our Aerospace business in highly liquid instruments, including U.S. Treasury‑backed money market funds and cash deposits that earnearned interest at a rate of approximately 3.5%.3.7% during second quarter. During the three months ended MarchJune 31,30, 2026, we earned interest income of $2.0$10.9 million.
The effective income tax rate for second quarter 2026 was (272.3)% as compared to 22.5% for second quarter 2025. See the Results of Operations section below for additional information.
The significantly lower effective tax rate in the second quarter of 2026 was primarily driven by the misapplication of income tax accounting guidance related to allocation of tax provision in the first quarter of 2026 that resulted in tax expense of $53.9 million being reported in the results of continuing operations. The $53.9 million of tax expense was subsequently reported as an out-of-period adjustment in the second quarter of 2026 in the results of discontinued operations. There was no change to the total Company tax expense in either period.
On January 31, 2025, we completed the divestiture of our Arrow Engine business within our Specialty Products segment for net cash proceeds of $21.0 million. We recognized a pre-tax gain of $5.3 million on the sale of Arrow Engine. Arrow Engine contributed $1.4 million of sales in first quarter 2025.
The effective income tax rate for first quarter 2026 was 2,137.8% as compared to 25.1% for first quarter 2025. The increase in the effective tax rate for first quarter 2026 was primarily driven by incremental income tax expense of $53.9 million resulting from the reclassification of deferred tax benefits previously recognized at December 31, 2025 in connection with the Aerospace divestiture.
Oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging segment. As such, an increase in crude oil prices often is a precursor to rising polymeric raw material costs, for which we may experience a contractual commercial recovery lag. During 2026, geopolitical instability in the Middle East has contributed to volatility in global energy and logistics markets. These conditions have led to increased oil-based commodity costs, including resin and other input costs, which began to affect us in second quarter 2026.
We continue to evaluate alternatives to redeploy the cash generated by our businesses, one of which includes returning capital to our shareholders. In February 2026, our Board of Directors authorized us to increase the purchase of our common stock up to $150 million in the aggregate, adding to the $48.9 million remaining under the previous authorization. During firstsecond quarter 2026, 1,487,057509,264 shares were purchased. As of MarchJune 31,30, 2026, we had $95.5$76.5 million remaining under the repurchase authorization.
In addition, in firstsecond quarter 2026, we declared dividends of $0.04 per share of common stock and paid dividends of $1.5$1.4 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, as well as dividends, depending on market conditions and other factors.
Segment Information and Supplemental Analysis
The following table summarizes financial information for our reportable segments for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):
The following table summarizes detail on the year-over-year sales growth percentages for our reportable segments for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025:
The following table summarizes financial information for our reportable segments for the six months ended June 30, 2026 and 2025 (dollars in thousands):
The following table summarizes detail on the year-over-year sales growth percentages for our reportable segments for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025:
The principal factors impacting us during the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, were:
•IncreasesIncrease in demand for products within our Packaging and Specialty Products segmentssegment;
•Realignment costs related to the comprehensiveclosure reorganizationand consolidation of our Atkins, Arkansas facility into other locations within our Packaging segment and corporate office;
•Interest income earned on the invested cash proceeds from the sale of our Aerospace business; and
•The impact of the divestiture of our Arrow Engine business in first quarter 2025; and
•AnA increasedecrease in our effective tax rate in firstsecond quarter 2026 compared with firstsecond quarter 2025.
Three Months Ended MarchJune 31,30, 2026 Compared with Three Months Ended MarchJune 31,30, 2025
Overall, net sales increased $15.8$2.8 million, or 10.4%,1.6%, to $168.3$174.6 million for the three months ended MarchJune 31,30, 2026, as compared with $152.5$171.8 million in the three months ended MarchJune 31,30, 2025. Organic sales, excluding the impact of currency exchangeexchange, andremained divestitures,relatively increased $11.2 million, or 7.3%,flat, as organic sales increased 22.6% and 4.4%10.2% within our Specialty Products and Packaging segments, respectively,segment, due to end markethigher demand improvementslevels andfor growthsteel initiatives.cylinders, Thesewhile increasesorganic weresales partiallydecreased offset2.1% by the impact of the divestiture ofwithin our Arrow Engine business in our Specialty ProductsPackaging segment. In addition, net sales increased by $6.0$2.9 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of athe weakening of the U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 21.9% for the three months ended March 31, 2026 and 21.5% for the three months ended March 31, 2025. Gross profit margin increased primarily due to higher sales levels and related improved fixed cost absorption within our Specialty Products segment, as well as due to the favorable impact of prior year operational improvement actions within the Packaging segment. These improvements were partially offset by a less favorable product sales mix within our Packaging segment.
OperatingGross profit margin (operatinggross profit as a percentage of sales) approximated 4.1%20.2% and 4.7%22.1% for the three months ended MarchJune 31,30, 2026 and March 31, 2025, respectively. OperatingGross profit margin decreased $0.3 million, to $6.9 million, for the three months ended March 31, 2026, compared to $7.2 million for the three months ended March 31, 2025, primarily due to the$1.9 year-over-year impactmillion of ahigher $5.3realignment millioncosts gainrelated onto the saleclosure and consolidation of Arrowour EngineAtkins, inArkansas first quarter 2025 that did not recur, a less favorable product sales mixfacility within our Packaging segment, andas well as due to higher stockproduction compensation expense. These decreases were partially offset by higher sales levelscosts and relatedmanufacturing improved fixed cost absorptioninefficiencies within our Specialty Products segment.
Operating profit margin (operating profit as a percentage of sales) approximated 6.2% and 4.3% for the three months ended June 30, 2026 and 2025, respectively. Operating profit increased $3.5 million to $10.9 million in the three months ended June 30, 2026, from $7.4 million for the three months ended June 30, 2025, primarily due to a decrease in consulting costs and costs associated with actions to reorganize the corporate office in the second quarter of 2025, as well as a decrease in employee-related costs and overall general corporate expenses. These increases were partially offset by $1.4 million of higher realignment costs, primarily related to the closure and consolidation of our Atkins, Arkansas facility within our Packaging segment, and higher production costs and manufacturing inefficiencies within our Specialty Products segment.
Interest expense increaseddecreased $0.7$0.4 million, to $5.2 million, for the three months ended March 31, 2026, as compared to $4.5$4.1 million for the three months ended MarchJune 31,30, 2026, compared to $4.6 million for the three months ended June 30, 2025, due to ana increasedecrease in our weighted average borrowings and a higher effective interest rate on our revolving credit facility within the firstsecond quarter of 2026.
Other income (expense) increased $0.9$11.1 million to $0.9$11.3 million of income, for the three months ended MarchJune 31,30, 2026, fromas acompared nominalto amount$0.3 of expensemillion for the three months ended MarchJune 31,30, 2025, asprimarily thedue $2.0to $10.9 million of interest income earnedon onthe invested cash proceeds from the sale of our Aerospace business was partially offset by increased losses on foreign currency transactions.Aerospace.
The effective income tax rate for the three months ended June 30, 2026 and 2025 was (272.3)% and 22.5%, respectively. We recorded an income tax benefit of $49.2 million and income tax expense of $0.7 million for the three months ended June 30, 2026 and 2025, respectively. The significantly lower effective tax rate in the second quarter of 2026 was primarily driven by the misapplication of income tax accounting guidance related to allocation of tax provision in the first quarter of 2026 that resulted in tax expense of $53.9 million being reported in the results of continuing operations. The $53.9 million of tax expense was subsequently reported as an out-of-period adjustment in the second quarter of 2026 in the results of discontinued operations. There was no change to the total Company tax expense in either period.
The effective income tax rate for the three months ended March 31, 2026 and March 31, 2025 was 2,137.8% and 25.1%, respectively. We recorded tax expense of $54.3 million for the three months ended March 31, 2026, as compared to $0.7 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 was higher than in the prior year primarily due to incremental income tax expense of $53.9 million resulting from the reclassification of deferred tax benefits previously recognized at December 31, 2025 in connection with the Aerospace divestiture.
Income (loss) from continuing operations decreasedincreased by $53.7$64.9 million, to a loss of $51.8$67.3 million for the three months ended MarchJune 31,30, 2026, as compared to income of $1.9$2.4 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily the result of a decrease in income tax expense of $49.9 million, an increase of $11.1 million in other income, an increase in operating profit of $0.3$3.5 million, anand increasea decrease in interest expense of $0.7 million, and an increase in income tax expense of $53.7 million, partially offset by an increase in other income by $0.9$0.4 million.
Packaging. Net sales increaseddecreased $11.6$0.1 million, or 9.1%0.1% (of which 4.4%(2.1)% was organic and 4.7%2.0% was foreign currency exchange), to $139.2$142.9 million in the three months ended MarchJune 31,30, 2026, as compared to $127.6$143.0 million in the three months ended MarchJune 31,30, 2025. The increase was driven primarily by higher salesSales of products used in lifefood sciencesand marketsbeverage applications decreased by $2.5 million, sales of $5.0 million and dispensing products used primarily for beauty, personal care and home care applications decreased by $2.2 million, and sales of $2.4other million,consumer goods products decreased by $2.6 million. These decreases were partially offset by lowerhigher sales of products used in life sciences markets of $3.2 million and higher sales of products used for industrial applications of $1.2 million. Net sales increased by $6.0$2.9 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the weakening of the U.S. dollar relative to foreign currencies, as compared to second quarter 2025.
Gross profit increased $1.2 million to $32.7 million, or 23.5% of sales, in the three months ended March 31, 2026, as compared to $31.5 million, or 24.7% of sales, in the three months ended March 31, 2025, due to higher sales levels as well as the favorable impact of prior year operational improvement actions. Although gross profit increased, gross profit margin decreased primarily due to a less favorable product sales mix.
Selling,Gross generalprofit anddecreased administrative expenses increased $3.9$2.0 million to $18.1$33.6 million, or 13.0%23.5% of sales, in the three months ended MarchJune 31,30, 2026, as compared to $14.2$35.6 million, or 11.1%24.9% of sales, in the three months ended MarchJune 31,30, 2025, primarily due to $2.7$1.9 million of higher realignment costs related to the comprehensiveclosure reorganizationand consolidation of our PackagingAtkins, segment.Arkansas facility.
Operating profit decreased $2.7 million to $14.6 million, or 10.5% of sales, in the three months ended March 31, 2026, as compared to $17.2 million, or 13.5% of sales, in the three months ended March 31, 2025, primarily due to $2.7 million of higher realignment costs, a less favorable product sales mix, partially offset by increased sales and the favorable impact of operational improvement actions.
Specialty Products. Net sales for the three months ended March 31, 2026 increased $4.2 million, or 17.0% (of which 22.6% was organic and (5.6)% was due to the divestiture of Arrow Engine), to $29.1 million, as compared to $24.9 million in the three months ended March 31, 2025. Sales of steel cylinders increased $5.6 million, or 24.0%, to $29.1 million, as compared to $23.5 million, due predominantly to improved demand for industrial applications. Arrow Engine contributed $1.4 million of sales in three months ended March 31, 2025. See Note 6, "Acquisitions and Sale of Business," included in Part I, Item 1, "Notes to Consolidated Financial Statements," within this quarterly report on Form 10-Q for more information.
Gross profit increased $2.8 million to $4.2 million, or 14.5% of sales, in the three months ended March 31, 2026, as compared to $1.4 million, or 5.5% of sales, in the three months ended March 31, 2025, primarily due to an increase in sales of our steel cylinders and improved fixed cost absorption, partially offset by the year-over-year impact from the divestiture of our Arrow Engine business.
Selling, general and administrative expenses decreased $1.2$0.7 million to $1.4$14.9 million, or 4.7%10.4% of sales, in the three months ended MarchJune 31,30, 2026, as compared to $2.5$15.5 million, or 10.1%10.9% of sales, in the three months ended MarchJune 31,30, 2025, primarily due to $1.2lower employee-related costs and lower intangible asset amortization expense due to certain assets becoming fully amortized, partially offset by $0.2 million of incurredhigher expensesrealignment related to our Arrow Engine business, which we divested in January 2025.costs.
Operating profit increaseddecreased $4.0$1.3 million to $2.9$18.7 million, or 9.8%13.1% of sales, in the three months ended MarchJune 31,30, 2026, as compared to a loss of $1.2$20.0 million, or 4.6%14.0% of sales, in the three months ended MarchJune 31,30, 2025, primarily due to $2.1 million of higher steelrealignment cylinder sales, and lower selling, general and administrative expenses,costs, partially offset by thelower year-over-yearemployee-related impactcosts fromand thelower divestitureintangible ofasset ouramortization Arrowexpense Enginedue business.to certain assets becoming fully amortized.
Specialty Products. Net sales for the three months ended June 30, 2026 increased $2.9 million, or 10.2%, to $31.7 million, as compared to $28.7 million in the three months ended June 30, 2025, primarily due to higher demand and market share gains.
Gross profit decreased $0.6 million to $1.8 million, or 5.6% of sales, in the three months ended June 30, 2026, as compared to $2.4 million, or 8.4% of sales, in the three months ended June 30, 2025, as the impact of increased steel cylinder sales was more than offset by higher production costs due to inefficient ramping up of labor and machinery to meet the higher demand levels, as well as higher material costs.
Selling, general and administrative expenses were flat at $1.1 million, or 3.4% of sales, in the three months ended June 30, 2026, as compared to $1.1 million, or 4.0% of sales, in the three months ended June 30, 2025, as the segment managed spending levels while supporting elevated market demand.
Operating profit decreased $0.6 million to $0.7 million, or 2.2% of sales, in the three months ended June 30, 2026, as compared to $1.3 million, or 4.4% of sales, in the three months ended June 30, 2025, as the impact of increased steel cylinder sales was more than offset by higher production costs and manufacturing inefficiencies.
Corporate. Corporate expenses consist of the following (dollars in millions):
Corporate expenses decreased $5.3 million to $8.6 million for the three months ended June 30, 2026, from $13.9 million for the three months ended June 30, 2025, due to:
•Corporate operating expenses decreased $5.9 million to $6.2 million in the three months ended June 30, 2026 from $12.1 million in the three months ended June 30, 2025, primarily due to a $2.2 million decrease related to consulting costs and costs associated with actions to reorganize the corporate office in the second quarter of 2025, a $0.8 million decrease in costs associated with upgrades to certain of our information technology applications, as well as a decrease of $3.8 million of employee-related costs and overall general corporate expenses. These decreases were partially offset by $0.9 million of higher professional fees related to mergers, acquisition, diligence and transaction costs.
•Non-cash stock compensation increased $0.6 million to $2.3 million in the three months ended June 30, 2026 from $1.7 million in the three months ended June 30, 2025, primarily due to timing and estimated attainment of existing awards.
Discontinued Operations. The results of discontinued operations consist of our Aerospace segment, for which we entered into a definitive agreement to sell on November 4, 2025. On March 16, 2026, we completed the sale for a purchase price of approximately $1,456.9 million, subject to certain adjustments as set forth in the Purchase Agreement, which adjustments we expect to be finalized during 2026. Income (loss) from discontinued operations, net of income tax expense, was a loss of $53.9 million for the three months ended June 30, 2026, as compared to income of $14.3 million for the three months ended June 30, 2025. See Note 3, "Discontinued Operations," included in Part I, Item 1, "Notes to Consolidated Financial Statements," within this quarterly report on Form 10-Q for more information.
Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025
Overall, net sales increased $18.7 million, or 5.8%, to $342.9 million for the six months ended June 30, 2026, as compared with $324.2 million in the six months ended June 30, 2025. Organic sales, excluding the impact of currency exchange and divestitures, increased $11.1 million, or 3.4%, as organic sales increased 16.0% and 1.0% within our Specialty Products and Packaging segments, respectively, due to end market demand improvements and growth initiatives. These increases were partially offset by the impact of the divestiture of our Arrow Engine business in our Specialty Products segment. In addition, net sales increased by $8.9 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of a weakening U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 21.1% for the six months ended June 30, 2026 and 21.8% for the six months ended June 30, 2025. Gross profit margin decreased primarily due to $1.9 million of higher realignment costs related to the closure and consolidation of our Atkins, Arkansas facility within our Packaging segment. This decrease was partially offset by increased gross profit and margin from our Specialty Products segment.
Operating profit margin (operating profit as a percentage of sales) approximated 5.2% and 4.5% for the six months ended June 30, 2026 and 2025, respectively. Operating profit increased $3.2 million, to $17.8 million, for the six months ended June 30, 2026, compared to $14.5 million for the six months ended June 30, 2025, primarily due to a decrease in consulting costs as well as a decrease in employee-related costs and overall general corporate expenses. Additionally, operating profit increased from our Specialty Products segment, as a result of increased sales of our steel cylinders. These increases were partially offset by the year-over-year impact of a $5.3 million gain on the sale of Arrow Engine in the first half of 2025 that did not recur and $1.7 million of higher realignment costs primarily related to the closure and consolidation of our Atkins, Arkansas facility within our Packaging segment.
Interest expense increased $0.3 million, to $9.4 million, for the six months ended June 30, 2026, as compared to $9.1 million for the six months ended June 30, 2025, due to an increase in our weighted average borrowings and a higher effective interest rate on our revolving credit facility within the first half of 2026.
Other income increased $12.0 million to $12.2 million, for the six months ended June 30, 2026, from $0.2 million for the six months ended June 30, 2025, as the $12.9 million of interest income earned on invested cash proceeds from the sale of our Aerospace business was partially offset by increased losses on foreign currency transactions.
The effective income tax rate for the six months ended June 30, 2026 and 2025 was 24.7% and 23.7%, respectively. We recorded income tax expense of $5.1 million for the six months ended June 30, 2026, as compared to $1.4 million for the six months ended June 30, 2025. The increase in the effective tax rate was primarily driven by the jurisdictional mix of earnings and the impact of certain permanent tax benefits recognized in the prior year period. Those benefits had a proportionately greater effect on the prior year effective tax rate due to the significantly lower level of pre-tax income in that period.
Income from continuing operations increased by $11.2 million, to $15.5 million for the six months ended June 30, 2026, compared to $4.4 million for the six months ended June 30, 2025. The Increase was primarily the result of an increase in other income of $12.0 million and an increase in operating profit of $3.2 million, partially offset by an increase in income tax expense of $3.8 million and an increase in interest expense of $0.3 million.
See below for a discussion of operating results by segment.
TRS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (1 insider, 2 trade dates, 126 shares, about $5.0K) and open-market sales in 2 filings (2 insiders, 3 trade dates, 20,000 shares, about $882.0K; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -19,874 (purchases minus sales); net value about -$876.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-12 | Tredwell Daniel P |
Open-market purchase | 64 | $39.63 | $2.5K |
| 2026-07-14 | Sedaghat Shawn |
Grant/award | 615 | $40.64 | $25.0K |
| 2026-06-30 | Parker Herbert K |
Open-market sale |
15,000 | $45.03 | $675.5K |
| 2026-06-24 | Snyder Thomas James |
Shares withheld for tax | 22,155 | $43.60 | $966.0K |
| 2026-05-13 | Tredwell Daniel P |
Open-market purchase | 62 | $40.58 | $2.5K |
| 2026-05-07 | Robin Jodi F. |
Open-market sale | 2,000 | $41.61 | $83.2K |
| 2026-05-05 | Robin Jodi F. |
Open-market sale | 3,000 | $41.10 | $123.3K |
| 2026-04-14 | Trend International Holding Ag |
Grant/award | 640 | $39.03 | $25.0K |
Well-known investors holding TRS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 453,425 | $20.4M | 0.02% | Reduced 4% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 432,376 | $19.5M | 0.01% | Reduced 3% |
| First Eagle Investment Management | 2026-06-30 | 331,556 | $14.9M | 0.02% | Added 4% |
| D. E. Shaw & Co. | 2026-06-30 | 199,770 | $9.0M | 0.01% | No change |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 94,880 | $4.3M | 0.01% | Added 164% |
| Renaissance Technologies | 2026-06-30 | 110,700 | $4.0M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 57,244 | $2.6M | 0.0% | Added 66% |
| Millennium Management (Israel Englander) | 2026-06-30 | 44,429 | $2.0M | 0.0% | Reduced 43% |