Other Information
−Removed: Amended and Restated Bylaws
−Removed: On September 4, 2024, the Company amended its Bylaws (as amended, the “Amended Bylaws”).
−Removed: The Amended Bylaws include multiple changes to the procedure for stockholders to make a nomination for election (a “Stockholder Nomination”) to the Board, including (i) the period in which such Stockholder Nomination must be submitted to the Board, (ii) submission of additional information to the Board for any person named in a Stockholder Nomination (a “Stockholder Nominee”), (iii) additional disclosures by the stockholder making a Stockholder Nomination (the “Nominating Stockholder”), and (iv) certain provisions to clarify compliance with the universal proxy rules adopted by the SEC, including:
−Removed: Changing the advance notice requirement for such nominations to not less than 90 nor more than 120 days’ notice prior to the anniversary of the immediately preceding annual meeting of stockholders.
−Removed: As a result of the amendments, for consideration at the 2025 annual meeting of the stockholders, Stockholder Nominations must be received by the secretary of the Company no earlier than January 20, 2025, and no later than February 19, 2025.
−Removed: Requiring additional information for Stockholder Nominees, including the following:
−Removed: completing the Company’s standard director questionnaire, acknowledging their consent to being named a nominee, and indicating whether such nominee will comply with all policies and guidelines applicable to directors.
−Removed: Requiring additional disclosures from a Nominating Stockholder regarding arrangements or understandings entered into by such Nominating Stockholder, the effect or intent of which is to mitigate loss, manage risk, or derive benefit regarding changes in share price of the Company’s common stock, or increase or decrease the voting power of the Nominating Stockholder with respect to shares of the Company’s common stock.
−Removed: Updating certain provisions with respect to the universal proxy rules adopted by the SEC, including requiring confirmation from Nominating Stockholders of compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and updates of information provided to the Company in connection with such actions.
−Removed: The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
+Added: Amended and Restated Term Loan Agreement
+Added: On April 30, 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of Trinity Industries, Inc.
+Added: (the “Company”) owned through the Company’s wholly-owned subsidiary, TILC, entered into an Amended and Restated Term Loan Agreement dated as of April 30, 2025 (the “Amended and Restated Loan Agreement”) among the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S.
+Added: Bank Trust Company, National Association, as Collateral Agent and U.S.
+Added: Bank National Association, as Depositary.
+Added: The Amended and Restated Loan Agreement amends and restates the Term Loan Agreement dated as of June 12, 2023 (the “Original Loan Agreement”) among the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S.
+Added: Bank Trust Company, National Association, as Collateral Agent and U.S.
+Added: Bank National Association, as Depositary.
+Added: The Amended and Restated Loan Agreement:
+Added: • increases the aggregate amount of the term loan under the Original Loan Agreement from $340.0 million to $1.05 billion;
+Added: • extends the maturity date by approximately twenty-two months to April 30, 2030;
+Added: • reduces the applicable interest rate to daily simple SOFR plus a facility margin of 1.50% from daily simple SOFR plus (i) a benchmark adjustment of 0.10% and (ii) a facility margin of 1.80% under the Original Loan Agreement.
+Added: The Amended and Restated Loan Agreement also adds approximately 10,590 additional railcars and operating leases thereon (the “Additional Collateral”) to the collateral pool of railcars, operating leases, and other assets of TRL-2023 securing TRL-2023’s obligations under the Amended and Restated Loan Agreement.
+Added: TRL-2023 purchased the Additional Collateral from its affiliates (i) TRL-2017, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, and (ii) Trinity Rail Leasing Warehouse Trust (“TRLWT”), a Delaware statutory trust of which TILC is the sole beneficiary.
+Added: Net proceeds received from the sale of the Additional Collateral by TRL-2017 and TRLWT to TRL-2023 will be used (i) to redeem in full approximately $ 616.0 million of secured notes issued by TRL-2017, (ii) to repay approximately $ 75.8 million of borrowings under TRLWT’s secured warehouse credit facility, and (iii) for general corporate purposes.
+Added: Obligations under the Amended and Restated Loan Agreement are solely the obligations of TRL-2023 and may be declared due and payable upon the occurrence of certain customary events of default.
+Added: TILC has entered into certain agreements relating to the management and servicing of TRL-2023's assets.
+Added: These agreements contain certain representations, undertakings, and indemnities customary for service providers in transactions of this type.
+Added: The description of the Amended and Restated Loan Agreement set forth above is necessarily limited and is qualified in its entirety by reference to the full terms and conditions of the Amended and Restated Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
Stock Trading Plan
−Removed: Mitchell , Executive Vice President, Leasing and Services , entered into a stock trading plan on August 15, 2024 .
−Removed: Mitchell’s plan provides for the sale of up to 29,796 shares of common stock between November 15, 2024 and May 6, 2025.
−Removed: Mitchell’s trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
−Removed: Except as described above, during the three months ended September 30, 2024, none of our directors or executive officers informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of SEC Regulation S-K.
−Removed: 3.1 Amended and Restated Bylaws of Trinity Industries.
−Removed: Inc., effective September 4, 2024 (incorporated by reference to Exhibit 3.1 to our Form 8-K filed September 9, 2024).
+Added: During the three months ended March 31, 2025, none of our directors or executive officers informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of SEC Regulation S-K.
+Added: 10.1 Amended and Restated Term Loan Agreement dated as of April 30, 2025, among Trinity Rail Leasing 2023 LLC;
+Added: Wells Fargo Bank, National Association, as Administrative Agent for the Lenders;
+Added: Bank Trust Company, National Association, as Collateral Agent, and U.S.
+Added: Bank National Association, as Depositary (filed herewith).
31.1 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
15 unchanged sentences
Executive Vice President and Chief Financial Officer
−Removed: October 31, 2024
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.