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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 29 added, 25 removed, 263 unchanged (17% of the section changed)

15 unchanged sentences

The effectiveness of internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited our Consolidated Financial Statements.

Ernst & Young LLP's attestation report on effectiveness of our internal control over financial reporting follows.

Ernst & Young LLP's attestation report on the effectiveness of our internal control over financial reporting follows.

Report of Independent Registered Public Accounting Firm

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Information regarding the Company's Audit Committee is incorporated by reference to the information set forth under the caption “Corporate Governance – Board Committees – Audit Committee” in the Company's 2025 Proxy Statement.

There were no delinquent Section 16(a) reports.

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees.

The Code of Business Conduct and Ethics is on the Company's website at www.trin.net under the caption “Investor Relations/Governance/Governance Documents.” The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company's website at www.trin.net to the extent applicable to an executive officer, principal accounting officer, controller, or director of the Company.

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of its securities by directors, officers, employees, and others that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

While the Company is not subject to the insider trading policy, the Company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading arrangement.

A copy of the Company’s “Transactions in Trinity Securities Policy” is filed as Exhibit 19 to this Annual Report on Form 10-K.

Delinquent Section 16(a) Reports

Biesterfeld Jr., a member of the Company’s Board of Directors, holds 35 shares of the Company’s common stock through a trust, of which he is the trustee and beneficiary.

The trust's investments are actively managed by a third-party investment manager.

At the time Mr.

Biesterfeld joined the Company's Board of Directors on September 7, 2022, the trust held 49 shares of Company stock, which were inadvertently omitted from the Form 3 filed regarding his initial ownership of Company stock.

The third-party investment manager erroneously executed transactions during September 2022 (one sale transaction) and March 2023 (one purchase transaction) contrary to Mr.

Biesterfeld's instructions.

Ownership of these shares and the related transactions were discovered in late 2024 and reported on a Form 4 filed January 3, 2025.

There were no other delinquent Section 16(a) reports.

Executive Compensation.

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At the time a participant ceases to be a director, cash will be distributed to the participant.

At December 31, 2023, there were 90,018 st ock units credited to the accounts of participants.

At December 31, 2024, there were 99,900 stock units credited to the accounts of participants.

Also excludes information regarding the Trinity Industries Inc.

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Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2024 and 2023” in the Company's 2025 Proxy Statement.

Exhibit and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements.

(2) Financial Statement Schedule.

(2) Financial Statement Schedules.

All schedules are omitted because they are not required, not significant, not applicable or the information is shown in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

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(3.1) Amended and Restated Certificate of Incorporation of Trinity Industries, Inc., effective May 11, 2015 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).

(3.2) Amended and Restated By-Laws of Trinity Industries, Inc., effective September 6 , 202 3 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 202 3 ).

(3.2) Amended and Restated By-laws of Trinity Industries, Inc., effective September 4, 2024 (incorporated by reference to Exhibit 3.1 to our Form 8-K filed on September 9, 2024).

(4.1) Specimen Common Stock Certificate of Trinity Industries, Inc.

(incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2017).

(4.2) Indenture dated September 25, 2014, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K filed September 25, 2014).

(4.2.1) First Supplemental Indenture dated September 25, 2014, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to our Form 8-K filed September 25, 2014).

(4.2.2) Second Supplemental Indenture dated March 24, 2015, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015).

(4.2.3) Third Supplemental Indenture dated April 20, 2017, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).

(4.2.4) Fifth Supplemental Indenture dated April 22, 2019, by and among Trinity Industries, Inc., TrinityRail Maintenance Services, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).

(4.2.5) Form of 4.550% Senior Note due 2024 (included in Exhibit 4.2.1 and incorporated by reference to Exhibit 4.2 to our Form 8-K filed September 25, 2014).

(4.2) Indenture, dated as of June 30, 2023, by and among Trinity Industries, Inc., the guarantors thereto and Truist Bank, as trustee, governing the 7.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed on June 30, 2023).

(4.2.1) Supplemental Indenture, dated as of June 5, 2024, by and among Trinity Industries, Inc., the guarantors party thereto and Truist Bank, as trustee (incorporated by reference to Exhibit 4.2 to our Form 8-K filed on June 5, 2024).

(4.2.2) Form of 7.750% Senior Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 to our Form 8-K filed on June 30, 2023).

(4.2.3) Form of Additional 7.750% Senior Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.2 to our Form 8-K filed on June 5, 2024).

(4.3) Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).

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(10.5.11) Form of Performance-Based Restricted Stock Unit Agreement for grants issued commencing 2023 (incorporated by reference to Exhibit 10.5.12 to our Annual Report on Form 10-K for the annual period ended December 31, 2022).*

(10.6) Form of 2008 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc.

and certain officers of Trinity Industries, Inc.

or its subsidiaries (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*

(10.6) Form of Transition Compensation Plan and Agreement entered into between Trinity Industries, Inc.

10 unchanged sentences

2 to Second Amended and Restated Credit Agreement, dated as of March 6, 2023, by and among Trinity Industries, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 9, 2023).

(10.10) Fifth Amended and Restated Warehouse Loan Agreement dated as of March 15, 2021, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 17, 2021).

(10.10.1) First Amendment to the Fifth Amended and Restated Warehouse Loan Agreement dated as of August 29, 2022, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on September 1, 2022).

(10.10.2) Second Amendment to the Fifth Amended and Restated Warehouse Loan Agreement dated as of December 15, 2022, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse, AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.10.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2022).

(10.10.3) Third Amendment and Waiver to the Fifth Amended and Restated Warehouse Loan Agreement dated as of March 7, 2023, by and among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, Atlas Securities Products Holdings, L.P., as agent, Wilmington Trust Company, as collateral agent and depositary, and the other parties thereto (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).

(10.10) Warehouse Loan Agreement dated as of March 15, 2024, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, Atlas Securitized Products Administration, L.P., as Agent, the Lenders, and U.S.

Bank Trust Company, National Association, not in its individual capacity, but solely in its capacity as collateral agent and depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 18, 2024).

(10.11) Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2014).

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Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.5.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.20.2) Series 2024-1 Supplement dated May 30, 2024, by and between Trinity Rail Leasing 2021 LLC and U.S.

Bank National Association (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on June 4, 2024).

(10.21) Master Indenture dated April 28, 2022, by and between Trinity Rail Leasing 2022 LLC and U.S.

9 unchanged sentences

Bank Trust Company, National Association, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 12, 2023).

(19) Insider trading policies and procedures (filed herewith).

(21) Listing of subsidiaries of Trinity Industries, Inc.

(filed herewith).

(22.1) Subsidiary guarantors and issuers of guaranteed securities (filed herewith).

(23) Consent of Ernst & Young LLP (contained on page 11 2 of this document and filed herewith).

6 unchanged sentences

(97) Trinity Industries, Inc.

Officer Compensation Recovery Policy (filed herewith).

Officer Compensation Recovery Policy (incorporated by reference to Exhibit 97 to our Annual Report on Form 10-K for the annual period ended December 31, 2023).

101.INS Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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February 20, 2025

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.

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February 20, 2025

/s/ Steven L.

Diez Steven L.

/s/ Christina N.

Diez Christina N.

Diez Vice President and Chief Accounting Officer

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures