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TRIMAS CORP — Capital/Financing Update 2026
Mar 18, 2026
31851_rns_2026-03-18_e7df3747-2a1c-4491-b359-96a996791cec.zip
Capital/Financing Update
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EX-99.2 3 trs_03162026xexhibit992.htm EX-99.2 Document created using Wdesk Copyright 2026 Workiva Document
Exhibit 99.2
TRIMAS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Overview
On March 16, 2026, TriMas Corporation ("TriMas" or the "Company") completed the previously announced sale of its Aerospace segment (“Aerospace”) to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc., pursuant to an Equity Purchase Agreement dated as of November 4, 2025 (the “Purchase Agreement”), for a purchase price of $1.45 billion in cash, subject to customary adjustments.
The following unaudited pro forma consolidated financial information is based on historical consolidated financial information of TriMas, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, adjusted to reflect the sale of Aerospace. The unaudited pro forma consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023 have been prepared to illustrate the effects of the sale as if it occurred on January 1, 2023. The unaudited pro forma consolidated balance sheet as of December 31, 2025, has been prepared to illustrate the effects of the sale as if it occurred on December 31, 2025.
The unaudited pro forma consolidated financial information is presented for informational purposes only and is not necessarily indicative of what the Company's consolidated financial position or results of operations actually would have been had the sale been completed at the dates presented. In addition, the information presented herein does not claim to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements should be read in conjunction with the Company's historical financial statements, including the notes thereto, as well as the accompanying notes to the unaudited pro forma financial statements.
TriMas Corporation
Pro Forma Consolidated Balance Sheet
As of December 31, 2025
(Unaudited - dollars in thousands)
| As reported (a) | Pro Forma Adjustments | Pro Forma Trimas Corporation Continuing Operations | ||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ 30,020 | $ 1,430,000 | (b) | $ 1,460,020 |
| Receivables, net | 111,270 | — | 111,270 | |
| Inventories | 108,720 | — | 108,720 | |
| Prepaid expenses and other current assets | 36,380 | — | 36,380 | |
| Current assets, held for sale | 176,280 | (176,280) | (c) | — |
| Total current assets | 462,670 | 1,253,720 | 1,716,390 | |
| Property and equipment, net | 247,510 | — | 247,510 | |
| Operating lease right-of-use assets | 31,800 | — | 31,800 | |
| Goodwill | 300,280 | — | 300,280 | |
| Other intangibles, net | 76,550 | — | 76,550 | |
| Deferred income taxes | 53,670 | (46,030) | (e) | 7,640 |
| Other assets | 45,430 | — | 45,430 | |
| Non-current assets, held for sale | 267,170 | (267,170) | (c) | — |
| Total assets | $ 1,485,080 | $ 940,520 | $ 2,425,600 | |
| Liabilities and Shareholders' Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ 72,280 | $ 200,000 | (d) | 272,280 |
| Accrued liabilities | 59,640 | — | 59,640 | |
| Lease liabilities, current portion | 4,100 | — | 4,100 | |
| Current liabilities, held for sale | 47,650 | (47,650) | (c) | — |
| Total current liabilities | 183,670 | 152,350 | 336,020 | |
| Long-term debt, net | 469,170 | — | 469,170 | |
| Lease liabilities | 31,810 | — | 31,810 | |
| Deferred income taxes | 17,710 | 7,870 | (e) | 25,580 |
| Other long-term liabilities | 65,840 | — | 65,840 | |
| Non-current liabilities, held for sale | 11,290 | (11,290) | (c) | — |
| Total liabilities | 779,490 | 148,930 | 928,420 | |
| Preferred stock | — | — | — | |
| Common stock | 380 | — | 380 | |
| Paid-in capital | 577,810 | — | 577,810 | |
| Retained earnings | 127,410 | 791,590 | (c) (d) (e) | 919,000 |
| Accumulated other comprehensive loss | (10) | — | (10) | |
| Total shareholders' equity | 705,590 | 791,590 | 1,497,180 | |
| Total liabilities and shareholders' equity | $ 1,485,080 | $ 940,520 | $ 2,425,600 |
See accompanying notes to unaudited pro forma financial statements.
TriMas Corporation
Pro Forma Consolidated Statement of Income (Loss)
Year Ended December 31, 2025
(Unaudited - dollars in thousands, except per share amounts)
| Net sales | As reported (a) — $ 645,720 | Pro Forma Adjustments — $ — | Pro Forma Trimas Corporation Continuing Operations — $ 645,720 | |
|---|---|---|---|---|
| Cost of sales | (507,560) | — | (507,560) | |
| Gross profit | 138,160 | — | 138,160 | |
| Selling, general and administrative expenses | (129,310) | — | (129,310) | |
| Asbestos-related benefit (costs), net | 27,770 | — | 27,770 | |
| Net gain on dispositions of assets | 4,680 | — | 4,680 | |
| Operating profit | 41,300 | — | 41,300 | |
| Other expense, net: | ||||
| Interest expense | (18,030) | — | (18,030) | |
| Other income (expense), net | 990 | — | 990 | |
| Other expense, net | (17,040) | — | (17,040) | |
| Income before income taxes | 24,260 | — | 24,260 | |
| Income tax benefit (expense) | 48,050 | (53,900) | (e) | (5,850) |
| Income from continuing operations | 72,310 | (53,900) | 18,410 | |
| Income from discontinued operations, net of income taxes | 47,830 | (47,830) | (c) | — |
| Net income | $ 120,140 | $ (101,730) | $ 18,410 | |
| Basic earnings per share: | ||||
| Continuing operations | $ 1.79 | $ 0.46 | ||
| Discontinued operations | 1.18 | — | ||
| Net income per share | $ 2.97 | $ 0.46 | ||
| Weighted average common shares - basic | 40,384,270 | 40,384,270 | ||
| Diluted earnings per share: | ||||
| Continuing operations | $ 1.78 | $ 0.45 | ||
| Discontinued operations | 1.17 | — | ||
| Net income per share | $ 2.95 | $ 0.45 | ||
| Weighted average common shares - diluted | 40,790,137 | 40,790,137 |
See accompanying notes to unaudited pro forma financial statements.
TriMas Corporation
Pro Forma Consolidated Statement of Income (Loss)
Year Ended December 31, 2024
(Unaudited - dollars in thousands, except per share amounts)
| Net sales | As reported (a) — $ 630,800 | Pro Forma Adjustments — $ — | Pro Forma Trimas Corporation Continuing Operations — $ 630,800 | |
|---|---|---|---|---|
| Cost of sales | (501,260) | — | (501,260) | |
| Gross profit | 129,540 | — | 129,540 | |
| Selling, general and administrative expenses | (109,650) | — | (109,650) | |
| Asbestos-related costs | (5,510) | — | (5,510) | |
| Net gain on dispositions of assets | 1,020 | — | 1,020 | |
| Impairment of indefinite-lived intangible assets | (230) | (230) | ||
| Operating profit | 15,170 | — | 15,170 | |
| Other expense, net: | ||||
| Interest expense | (19,560) | — | (19,560) | |
| Other income (expense), net | 210 | — | 210 | |
| Other expense, net | (19,350) | — | (19,350) | |
| Loss before income taxes | (4,180) | — | (4,180) | |
| Income tax benefit | 2,230 | — | 2,230 | |
| Loss from continuing operations | (1,950) | — | (1,950) | |
| Income from discontinued operations, net of income taxes | 26,200 | (26,200) | (c) | — |
| Net income (loss) | $ 24,250 | $ (26,200) | $ (1,950) | |
| Basic earnings (loss) per share: | ||||
| Continuing operations | $ (0.05) | $ (0.05) | ||
| Discontinued operations | 0.65 | — | ||
| Net income (loss) per share | $ 0.60 | $ (0.05) | ||
| Weighted average common shares - basic | 40,725,714 | 40,725,714 | ||
| Diluted earnings (loss) per share: | ||||
| Continuing operations | $ (0.05) | $ (0.05) | ||
| Discontinued operations | 0.65 | — | ||
| Net income (loss) per share | $ 0.60 | $ (0.05) | ||
| Weighted average common shares - diluted | 40,725,714 | 40,725,714 |
See accompanying notes to unaudited pro forma financial statements.
TriMas Corporation
Pro Forma Consolidated Statement of Income (Loss)
Year Ended December 31, 2023
(Unaudited - dollars in thousands, except per share amounts)
| Net sales | As reported (a) — $ 652,150 | Pro Forma Adjustments — $ — | Pro Forma Trimas Corporation Continuing Operations — $ 652,150 | |
|---|---|---|---|---|
| Cost of sales | (498,850) | — | (498,850) | |
| Gross profit | 153,300 | — | 153,300 | |
| Selling, general and administrative expenses | (102,460) | — | (102,460) | |
| Net loss on dispositions of assets | (180) | — | (180) | |
| Operating profit | 50,660 | — | 50,660 | |
| Other expense, net: | ||||
| Interest expense | (15,920) | — | (15,920) | |
| Other income (expense), net | 1,110 | — | 1,110 | |
| Other expense, net | (14,810) | — | (14,810) | |
| Income before income taxes | 35,850 | — | 35,850 | |
| Income tax expense | (6,310) | — | (6,310) | |
| Income from continuing operations | 29,540 | — | 29,540 | |
| Income from discontinued operations, net of income taxes | 10,820 | (10,820) | (c) | — |
| Net income | $ 40,360 | $ (10,820) | $ 29,540 | |
| Basic earnings per share: | ||||
| Continuing operations | $ 0.71 | $ 0.71 | ||
| Discontinued operations | 0.26 | — | ||
| Net income per share | $ 0.97 | $ 0.71 | ||
| Weighted average common shares - basic | 41,439,027 | 41,439,027 | ||
| Diluted earnings per share: | ||||
| Continuing operations | $ 0.71 | $ 0.71 | ||
| Discontinued operations | 0.26 | — | ||
| Net income per share | $ 0.97 | $ 0.71 | ||
| Weighted average common shares - diluted | 41,685,348 | 41,685,348 |
See accompanying notes to unaudited pro forma financial statements.
TRIMAS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
1. Basis of Presentation
On March 16, 2026, TriMas Corporation ("TriMas" or the "Company") completed the previously announced sale of its Aerospace segment (“Aerospace”) to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc., pursuant to an Equity Purchase Agreement dated as of November 4, 2025 (the “Purchase Agreement”), for a purchase price of $1.45 billion in cash, subject to customary adjustments.
The following unaudited pro forma consolidated financial information is based on historical consolidated financial information of TriMas, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 adjusted to reflect the sale of Aerospace. The unaudited pro forma consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023 have been prepared to illustrate the effects of the sale as if it occurred on January 1, 2023. The unaudited pro forma consolidated balance sheet as of December 31, 2025 has been prepared to illustrate the effects of the sale as if it occurred on December 31, 2025.
The unaudited pro forma consolidated financial information is presented for informational purposes only and is not necessarily indicative of what the Company's consolidated financial position or results of operations actually would have been had the sale been completed at the dates presented. In addition, the information presented herein does not claim to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements should be read in conjunction with the Company's historical financial statements, including the notes thereto, as well as the accompanying notes to the unaudited pro forma financial statements.
2. Pro Forma Adjustments
The following pro forma adjustments are included in the unaudited Pro Forma Financial Statements:
(a) The as reported column in the unaudited pro forma consolidated financial information reflects TriMas' historical financial statements from continuing operations for the periods presented and reflect Aerospace presented as held for sale in the consolidated balance sheet and as discontinued operations in the respective consolidated statements of income (loss).
(b) Reflects the estimated cash proceeds at closing in connection with the sale of Aerospace at an adjusted purchase price of $1.46 billion, less estimated transaction costs of $27.0 million related primarily to investment banking, legal and other professional fees, which were unpaid as of March 16, 2026. Such proceeds have been shown as an addition to the recorded cash balance given the Company's intent to reinvest in its businesses in the future.
The final purchase price is subject to finalization of net working capital to be settled within 90 days of the closing date.
The pro forma cash proceeds are calculated as follows (in thousands):
| Base purchase price | $ |
|---|---|
| Less: net working capital adjustment | 6,000 |
| Adjusted purchase price | 1,457,000 |
| Less: transaction costs | (27,000) |
| Pro forma cash proceeds | $ 1,430,000 |
(c) The unaudited pro forma consolidated balance sheet includes an adjustment of $443.5 million to remove assets classified as held for sale and an adjustment of $58.9 million to remove the liabilities classified as held for sale. The unaudited pro forma consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023 include adjustments of $47.8 million, $26.2 million, and $10.8 million, respectively, to remove income from discontinued operations, net of income taxes.
TRIMAS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)
(d) The unaudited pro forma consolidated balance sheet contains tax adjustments associated with TriMas' income tax effects from the estimated taxable gain on divestiture of Aerospace, based on the applicable federal U.S. statutory rate of 21% and blended state tax rate of 3.4%, net of federal benefit, resulting in an increase to current liabilities for income taxes payable of $200.0 million.
(e) The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statement of income (loss) for the year ended December 31, 2025 include adjustments to remove $53.9 million of income tax benefit and the related $53.9 million deferred income taxes recognized during 2025 related to the excess of the tax basis over the book basis of the Aerospace investment.