TRINITY INDUSTRIES INC 10-Q

Item 5. Other Information Amended and Restated Term Loan Agreement On April 30, 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of Trinity Industries, Inc. (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. Bank Trust Company, National Association, as Collateral Agent and U.S. Bank National Association, as Depositary. 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. Bank Trust Company, National Association, as Collateral Agent and U.S. Bank National Association, as Depositary. The Amended and Restated Loan Agreement: • increases the aggregate amount of the term loan under the Original Loan Agreement from $340.0 million to $1.05 billion; • extends the maturity date by approximately twenty-two months to April 30, 2030; and • 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. 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. 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. 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. 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. TILC has entered into certain agreements relating to the management and servicing of TRL-2023's assets. These agreements contain certain representations, undertakings, and indemnities customary for service providers in transactions of this type. 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 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. 44 Table of Contents Item 6. Exhibits NO. DESCRIPTION 10.1 Amended and Restated Term Loan Agreement dated as of April 30, 2025, among Trinity Rail Leasing 2023 LLC; the Lenders; Wells Fargo Bank, National Association, as Administrative Agent for the Lenders; U.S. Bank Trust Company, National Association, as Collateral Agent, and U.S. 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). 31.2 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith). 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith). 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _____________________________ 45 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRINITY INDUSTRIES, INC. By: /s/ Eric R. Marchetto Registrant Eric R. Marchetto Executive Vice President and Chief Financial Officer May 1, 2025 46