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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 195 added, 113 removed, 742 unchanged (29% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in millions, except per share amounts)

1 unchanged sentence

Leasing & Services 302.1 280.5 589.3 564.8

506.2 841.4 1,091.6 1,651.0

Operating costs:

2 unchanged sentences

Leasing & Services 178.7 156.6 350.3 325.2

372.8 662.4 816.0 1,307.3

Selling, engineering, and administrative expenses:

2 unchanged sentences

Corporate & other 28.8 33.5 53.2 60.0

49.4 61.3 99.4 113.6

Gains on dispositions of property:

1 unchanged sentence

Other 3.6 1.5 5.3 2.2

11.4 24.2 19.0 27.0

Total operating profit 95.4 141.9 195.2 257.1

2 unchanged sentences

Other, net 1.7 ( 3.4 ) ( 1.0 ) —

69.4 66.7 132.8 139.2

Income from continuing operations before income taxes 26.0 75.2 62.4 117.9

2 unchanged sentences

Deferred 1.1 3.3 ( 5.0 ) 1.2

4.1 17.1 11.5 28.1

Income from continuing operations 21.9 58.1 50.9 89.8

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in millions)

3 unchanged sentences

Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $( 0.2 ), $ 1.7 , $ 0.4 , and $( 1.7 )

0.5 ( 5.5 ) ( 1.5 ) 5.9

Reclassification adjustments for (gains) losses included in net income, net of tax benefit (expense) of $ — , $( 1.7 ), $ 0.5 and $( 2.9 )

( 0.4 ) ( 5.4 ) 1.7 ( 9.3 )

0.1 ( 10.9 ) 0.2 ( 3.4 )

Comprehensive income 20.1 45.5 47.3 80.4

6 unchanged sentences

Consolidated Balance Sheets

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

40 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions)

9 unchanged sentences

Non-cash interest expense 5.0 6.7

Loss on extinguishment of debt 0.8 1.5

Other 0.9 0.2

1 unchanged sentence

(Increase) decrease in receivables 55.2 ( 33.4 )

(Increase) decrease in income tax receivable ( 18.0 ) 0.6

(Increase) decrease in inventories 16.5 67.4

11 unchanged sentences

Proceeds from dispositions of property and other assets 8.5 8.0

Equity investments — ( 2.0 )

Net cash used in investing activities ( 242.1 ) ( 55.9 )

34 unchanged sentences

Distributions to noncontrolling interest — — — — — — — — ( 6.9 ) ( 6.9 )

— — — — — — — — ( 6.9 ) ( 6.9 )

Stock-based compensation expense — — 5.3 — — — — 5.3 — 5.3

— — 5.3 — — — — 5.3 — 5.3

Settlement of share-based awards, net — — — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 )

2 unchanged sentences

81.8 $ 0.8 $ 14.1 $ 1,051.6 $ ( 4.2 ) ( 0.3 ) $ ( 9.1 ) $ 1,053.2 $ 246.5 $ 1,299.7

Net income — — — 14.1 — — — 14.1 5.9 20.0

Other comprehensive income — — — — — — — — 0.1 0.1

Cash dividends declared on common stock (1)

— — — ( 24.7 ) — — — ( 24.7 ) — ( 24.7 )

Distributions to noncontrolling interest — — — — — — — — ( 3.8 ) ( 3.8 )

Stock-based compensation expense — — 5.4 — — — — 5.4 — 5.4

Settlement of share-based awards, net 0.9 — 0.1 — — ( 0.3 ) ( 8.0 ) ( 7.9 ) — ( 7.9 )

Shares repurchased — — — — — ( 1.2 ) ( 31.0 ) ( 31.0 ) — ( 31.0 )

Retirement of treasury stock ( 1.8 ) — ( 19.6 ) ( 28.0 ) — 1.8 47.6 — — —

June 30, 2025

80.9 $ 0.8 $ — $ 1,013.0 $ ( 4.2 ) — $ ( 0.5 ) $ 1,009.1 $ 248.7 $ 1,257.8

(1) Dividends of $ 0.30 per common share for all periods presented in 2025 .

Common Stock Capital in

18 unchanged sentences

Stock-based compensation expense — — 4.7 — — — — 4.7 — 4.7

— — 4.7 — — — — 4.7 — 4.7

Settlement of share-based awards, net — — 0.1 — — — ( 0.4 ) ( 0.3 ) — ( 0.3 )

1 unchanged sentence

81.8 $ 0.8 $ 20.2 $ 1,010.9 $ 18.4 — $ ( 1.0 ) $ 1,049.3 $ 239.2 $ 1,288.5

(1) Dividends of $ 0.30 and $ 0.28 per common share for the three months ended March 31, 2025 and 2024, respectively.

Net income — — — 54.4 — — — 54.4 2.0 56.4

Other comprehensive income (loss) — — — — ( 11.0 ) — — ( 11.0 ) 0.1 ( 10.9 )

Cash dividends declared on common stock (1)

— — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 )

Distributions to noncontrolling interest — — — — — — — — ( 2.8 ) ( 2.8 )

Stock-based compensation expense — — 5.9 — — — — 5.9 — 5.9

Settlement of share-based awards, net 0.9 — 0.2 — — ( 0.3 ) ( 9.1 ) ( 8.9 ) — ( 8.9 )

Shares repurchased — — — — — — ( 0.9 ) ( 0.9 ) — ( 0.9 )

Retirement of treasury stock ( 0.3 ) — ( 10.4 ) — — 0.3 10.4 — — —

June 30, 2024

82.4 $ 0.8 $ 15.9 $ 1,042.0 $ 7.4 — $ ( 0.6 ) $ 1,065.5 $ 238.5 $ 1,304.0

(1) Dividends of $ 0.28 per common share for all periods presented in 2024.

See accompanying notes to Consolidated Financial Statements.

6 unchanged sentences

and Subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us"), which include the accounts of our wholly-owned subsidiaries and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”), RIV 2013 Rail Holdings LLC ("RIV 2013"), and Trinity Global Ventures Limited ("Trinity Global Ventures"), in which we have a controlling interest.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of March 31, 2025 and the results of operations and cash flows for the three months ended March 31, 2025 and 2024 have been made in conformity with generally accepted accounting principles.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of June 30, 2025, the results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024 have been made in conformity with generally accepted accounting principles.

All significant intercompany accounts and transactions have been eliminated.

Certain prior year balances have been reclassified to conform to the 2025 presentation.

Due to seasonal and other factors, the results of operations for the three months ended March 31, 2025 may not be indicative of expected results of operations for the year ending December 31, 2025.

Due to seasonal and other factors, the results of operations for the six months ended June 30, 2025 may not be indicative of expected results of operations for the year ending December 31, 2025.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with our audited Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024.

13 unchanged sentences

In our Railcar Leasing and Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis.

Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.

When certain criteria are met, leases not classified as operating leases are generally classified as sales-type leases.

We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates.

3 unchanged sentences

Interest income related to sales-type leases is recognized over the lease term using the effective interest method.

Selling profit or loss associated with sales-type leases is presented in the gains on dispositions of other property line in our Consolidated Statements of Operations.

See "Lease Accounting" below for additional information regarding sales-type leases.

We report all sales of railcars from the lease fleet and selling profit or loss associated with sales-type leases as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets .

These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations.

We report all sales of railcars from the lease fleet as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets .

Sales of railcars from the lease fleet are presented in the Lease portfolio sales line in our Consolidated Statements of Operations.

Our maintenance services business is primarily dedicated to servicing our lease fleet.

2 unchanged sentences

Within maintenance services, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project.

We recorded contract assets of $ 11.5 million and $ 9.6 million as of March 31, 2025 and December 31, 2024, respectively, related to unbilled revenues recognized on repair and maintenance activities that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer.

We recorded contract assets of $ 10.4 million and $ 9.6 million as of June 30, 2025 and December 31, 2024, respectively, related to unbilled revenues recognized on repair and maintenance activities that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer.

These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

5 unchanged sentences

Revenue related to certain support services is recognized over time based on our stand-ready obligation to provide such services.

We recorded contract assets of $ 3.7 million and $ 3.4 million as of March 31, 2025 and December 31, 2024, respectively.

We recorded contract assets of $ 4.0 million and $ 3.4 million as of June 30, 2025 and December 31, 2024, respectively.

These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

3 unchanged sentences

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2025 and the percentage of the outstanding performance obligations as of March 31, 2025 expected to be delivered during the remainder of 2025:

Unsatisfied performance obligations at March 31, 2025

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of June 30, 2025 and the percentage of the outstanding performance obligations as of June 30, 2025 expected to be delivered during the remainder of 2025:

Unsatisfied performance obligations at June 30, 2025

Amount Percent expected to be delivered in 2025

5 unchanged sentences

$ 1,959.8 36.7 %

Sustainable railcar conversions $ 3.1 100.0 %

Railcar Leasing and Services Group:

11 unchanged sentences

Some of our leases include options to extend the leases for up to five years , and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties.

As of March 31, 2025, non-lease fleet operating leases in which we are the lessor were not significant, and we had no direct finance leases.

As of June 30, 2025, non-lease fleet operating leases in which we are the lessor were not significant, and we had no direct finance leases.

We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Interest income on sales-type lease receivables $ 0.2 $ 0.1 $ 0.4 $ 0.3

Profit recognized at sales-type lease commencement (1)

$ 1.0 $ — $ 1.0 $ —

(1) Included in gains on dispositions of other property on our Consolidated Statements of Operations.

Future contractual minimum revenues for operating leases will mature as follows (in millions) (1) :

Remaining nine months of 2025 $ 561.4

Remaining six months of 2025 $ 388.2

Thereafter 466.5

2 unchanged sentences

Future contractual minimum lease receivables for sales-type leases will mature as follows (in millions):

Remaining nine months of 2025 $ 0.8

Remaining six months of 2025 $ 1.0

Thereafter 17.6

13 unchanged sentences

When a receivable is deemed uncollectible, the write-off is recorded as a reduction to the allowance for credit losses.

During the three months ended March 31, 2025, we recognized approximately $ 4.0 million of credit loss expense and wrote off $ 0.2 million related to our trade receivables that are in the scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 14.3 million at December 31, 2024 to $ 18.1 million at March 31, 2025.

During the six months ended June 30, 2025, we recognized approximately $ 3.5 million of credit loss expense and wrote off $ 0.5 million related to our trade receivables that are in the scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 14.3 million at December 31, 2024 to $ 17.3 million at June 30, 2025.

This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies .

6 unchanged sentences

The SCF program is administered by a third-party financial institution, and our responsibility is limited to making payments based on the terms originally negotiated with participating suppliers, regardless of whether such suppliers sell receivables to the financial institution.

Amounts due to our participating suppliers in the SCF program totaled $ 10.7 million and $ 8.2 million as of March 31, 2025 and December 31, 2024, respectively, and are included in accounts payable in our Consolidated Balance Sheets.

Amounts due to our participating suppliers in the SCF program totaled $ 18.2 million and $ 8.2 million as of June 30, 2025 and December 31, 2024, respectively, and are included in accounts payable in our Consolidated Balance Sheets.

Payments made under the SCF program are reflected in net cash provided by operating activities from continuing operations in our Consolidated Statements of Cash Flows.

19 unchanged sentences

The purchase agreement also contained a provision whereby additional consideration could become payable based on the achievement of certain revenue targets, up to a maximum payout of $ 10.0 million.

The first installment of the additional consideration, totaling $ 10.0 million, was paid during the three months ended March 31, 2024.

During the three months ended March 31, 2025, the second and final installment of the additional consideration, totaling $ 10.0 million, was paid.

The first installment of the additional consideration, totaling $ 10.0 million, was paid during the six months ended June 30, 2024.

During the six months ended June 30, 2025, the second and final installment of the additional consideration, totaling $ 10.0 million, was paid.

This payment is reflected in our Consolidated Statements of Cash Flows, of which $ 8.0 million related to the initial estimated fair value is included in financing activities, and $ 2.0 million related to the remeasurement of the initial estimated fair value is included in operating activities.

5 unchanged sentences

Similar expenses related to these retained obligations that may be incurred in the future will likewise be reported in discontinued operations.

For the three months ended March 31, 2025 and 2024, we recorded expenses related to these obligations of $ 2.5 million ($ 1.9 million, net of income taxes) and $ 5.6 million ($ 4.3 million, net of income taxes), respectively.

For the three and six months ended June 30, 2025, we recorded expenses related to these obligations of $ 2.4 million ($ 1.9 million, net of income taxes) and $ 4.9 million ($ 3.8 million, net of income taxes), respectively.

For the three and six months ended June 30, 2024, we recorded expenses related to these obligations of $ 2.2 million ($ 1.7 million, net of income taxes) and $ 7.8 million ($ 6.0 million, net of income taxes), respectively.

These expenses are included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations.

11 unchanged sentences

Interest Rate Hedges

Included in accompanying balance sheet

at March 31, 2025

AOCI – loss/(income)

Included in accompanying

balance sheet at June 30, 2025

Notional Amount Interest Rate (1)

Asset/(Liability) Controlling Interest Noncontrolling Interest

Asset/(Liability) AOCI –

loss/(income)

($ in millions)

4 unchanged sentences

2017 promissory notes – interest rate swap (2)

$ 372.5 2.31 % $ — $ ( 2.3 )

TRL-2023 term loan (2)

$ 255.8 3.79 % $ — $ 3.6

$ 525.4 3.58 % $ — $ 6.5

TRL-2023 term loan (3)

$ 784.2 3.57 % $ ( 6.5 ) $ 0.3

(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes .

(2) We entered into forward starting interest rate swaps to hedge a portion of the risk of potential interest rate increases in anticipation of a debt refinancing, which was completed on April 30, 2025.

(2) These swaps were terminated in April 2025 in connection with the extinguishment of the Trinity Rail Leasing 2017, LLC (“TRL-2017”) promissory notes and the associated refinancing of the amended and restated Trinity Rail Leasing 2023 LLC (“TRL-2023”) term loan agreement.

See Note 8 for further information.

The balance at March 31, 2025 is comprised of a derivative liability of $ 2.1 million with one counterparty and a derivative asset of $ 0.9 million with a different counterparty.

The swaps had a $ 6.7 million derivative liability fair value upon termination.

In lieu of cash settlement, we incorporated the $ 6.7 million derivative liability into the terms of the new interest rate swaps, as described in the footnote below, resulting in off-market terms.

(3) In April 2025, we entered into interest rate swaps associated with the amended and restated TRL-2023 term loan agreement.

The swaps had a $ 6.7 million derivative liability fair value at inception, representing the off-market component of the swaps.

The off-market value is being ratably amortized into interest expense through the maturity date of the swaps related to the amended and restated TRL-2023 term loan.

Effect on interest expense – increase/(decrease)

Three Months Ended

March 31, Expected effect during next twelve months

June 30, Six Months Ended

June 30, Expected effect during next twelve months

2025 2024 2025 2024

(in millions)

4 unchanged sentences

2017 promissory notes – interest rate cap $ — $ — $ — $ — $ —

Open hedges (1) :

2017 promissory notes – interest rate swap $ (1.7) $ (3.0) $ (3.6) $ (6.1) $ ( 2.3 )

1 unchanged sentence

TILC $ 0.2 $ — $ 0.2 $ — $ 1.2

(1) Based on the fair value of open hedges as of March 31, 2025.

Open hedge (1) :

TRL-2023 term loan (2)

$ (1.2) $ — $ (1.2) $ — $ ( 3.0 )

(1) Based on the fair value of open hedges as of June 30, 2025 .

(2) Includes changes in fair value related to the amortization of the initial off-market fair value.

Foreign Currency Hedges

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of nine months.

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of eighteen months.

Information related to our foreign currency hedges is as follows:

accompanying balance

sheet at March 31, 2025

Effect on cost of revenues –

increase/(decrease)

sheet at June 30, 2025

Effect on cost of revenues – increase/(decrease)

Amount Asset/ (Liability) AOCI –

loss/(income) Three Months Ended

March 31, Expected effect during next twelve months (1)

June 30, Six Months Ended

June 30, Expected effect during next twelve months (1)

Instrument 2025 2024 2025 2024

2 unchanged sentences

Options $ 36.9 $ 1.5 $ ( 0.4 ) $ 0.1 $ (0.1) $ 0.1 $ 0.2 $ 1.1

(1) Based on the fair value of open hedges as of March 31, 2025.

(1) Based on the fair value of open hedges as of June 30, 2025.

Derivatives Not Designated as Hedging Instruments (1)

Asset/(Liability) at

March 31, 2025

June 30, 2025

Effect on other, net (income) expense – increase/(decrease)

1 unchanged sentence

Rate Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

($ in millions)

7 unchanged sentences

(1) Comprised of back-to-back interest rate caps entered into with the same counterparty in connection with our risk management objectives.

(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the three months ended March 31, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the Trinity Industries Leasing Company (“TILC”) warehouse loan facility.

(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the six months ended June 30, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the Trinity Industries Leasing Company (“TILC”) warehouse loan facility.

(3) These interest rate caps matured and settled in 2024.

7 unchanged sentences

The assets measured on a recurring basis as Level 1 in the fair value hierarchy are summarized below:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

8 unchanged sentences

The assets and liabilities measured on a recurring basis as Level 2 in the fair value hierarchy are summarized below:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

15 unchanged sentences

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of March 31, 2025 and December 31, 2024, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy.

As of June 30, 2025 and December 31, 2024, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy.

See Note 8 for the estimated fair values of our debt instruments.

15 unchanged sentences

We operate principally in North America.

Three Months Ended March 31, 2025

Railcar Leasing and Services Group Rail Products Group Total

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Railcar Leasing and Services Group Rail Products Group Total Railcar Leasing and Services Group Rail Products Group Total

External revenues $ 302.1 $ 204.1 $ 506.2 $ 280.5 $ 560.9 $ 841.4

4 unchanged sentences

Rail Products Group cost of revenues (2)

* 277.9 * 576.0

Depreciation and amortization for Company-owned railcars (3)

61.8 * 60.1 *

Maintenance and compliance for Company-owned railcars (3)(4)

43.1 * 35.0 *

Selling, engineering, and administrative expenses 13.9 6.7 20.0 7.8

1 unchanged sentence

Other segment items (5)

72.8 — 61.0 —

Segment operating profit $ 118.6 $ 8.9 $ 127.5 $ 128.0 $ 50.4 $ 178.4

Three Months Ended March 31, 2024

Railcar Leasing and Services Group Rail Products Group Total

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Railcar Leasing and Services Group Rail Products Group Total Railcar Leasing and Services Group Rail Products Group Total

External revenues $ 589.3 $ 502.3 $ 1,091.6 $ 564.8 $ 1,086.2 $ 1,651.0

4 unchanged sentences

Rail Products Group cost of revenues (2)

* 665.6 * 1,191.9

Depreciation and amortization for Company-owned railcars (3)

122.9 * 120.0 *

Maintenance and compliance for Company-owned railcars (3)(4)

81.1 * 65.4 *

Selling, engineering, and administrative expenses 32.6 13.6 38.1 15.5

1 unchanged sentence

Other segment items (5)

143.8 — 139.6 —

Segment operating profit $ 223.1 $ 34.8 $ 257.9 $ 228.3 $ 94.2 $ 322.5

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in millions)

11 unchanged sentences

Additional financial information by segment is shown in the tables below.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

7 unchanged sentences

Three Months Ended

March 31, Three Months Ended

June 30, Three Months Ended

2025 2024 2025 2024

4 unchanged sentences

Total $ 75.2 $ 73.8 $ 184.2 $ 96.5

Depreciation & Amortization Capital Expenditures

Six Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in millions)

Railcar Leasing and Services Group $ 133.9 $ 131.0 $ 301.6 $ 241.4

Rail Products Group 13.9 14.0 11.2 6.9

Corporate and other 1.7 2.2 0.8 0.3

Total $ 149.5 $ 147.2 $ 313.6 $ 248.6

Partially-Owned Subsidiaries

4 unchanged sentences

TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.

At March 31, 2025, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $ 129.2 million.

At June 30, 2025, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $ 130.9 million.

Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively, with the remaining interests owned by third-party, investor-owned funds.

18 unchanged sentences

We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance.

At March 31, 2025, the carrying value of our investment in Trinity Global Ventures totaled $ 2.7 million, which is eliminated in consolidation.

At June 30, 2025, the carrying value of our investment in Trinity Global Ventures totaled $ 2.7 million, which is eliminated in consolidation.

Investment in Unconsolidated Affiliate

8 unchanged sentences

Our investment in Signal Rail is being accounted for under the equity method of accounting.

At March 31, 2025, the carrying value of TILC’s equity investment in Signal Rail was $ 21.0 million, which is included in other assets in our Consolidated Balance Sheets.

At June 30, 2025, the carrying value of TILC’s equity investment in Signal Rail was $ 20.7 million, which is included in other assets in our Consolidated Balance Sheets.

The carrying value of this investment represents our maximum exposure in Signal Rail.

5 unchanged sentences

Information related to the Leasing Group is as follows:

Three Months Ended March 31,

2025 2024 Percent

($ in millions) Change

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 Percent 2025 2024 Percent

($ in millions) Change ($ in millions) Change

Leasing and management $ 233.5 $ 221.9 5.2 % $ 452.5 $ 430.9 5.0 %

31 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

($ in millions)

3 unchanged sentences

Wholly-owned subsidiaries.

The Leasing Group’s debt at March 31, 2025 consisted primarily of non-recourse debt.

As of March 31, 2025, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,542.1 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at March 31, 2025 was $ 445.2 million.

The Leasing Group’s debt at June 30, 2025 consisted primarily of non-recourse debt.

As of June 30, 2025, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,462.9 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at June 30, 2025 was $ 610.1 million.

See Note 8 for more information regarding the Leasing Group’s debt.

2 unchanged sentences

Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets.

As of March 31, 2025, TRIP Holdings held equipment with a net book value of $ 999.4 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries.

As of March 31, 2025, TRP-2021 equipment with a net book value of $ 404.8 million is pledged solely as collateral for the TRP-2021 debt.

As of June 30, 2025, TRIP Holdings held equipment with a net book value of $ 989.3 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries.

As of June 30, 2025, TRP-2021 equipment with a net book value of $ 400.9 million is pledged solely as collateral for the TRP-2021 debt.

Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

24 unchanged sentences

The carrying amounts of our debt are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

9 unchanged sentences

2017 promissory notes, net of unamortized discount of $ — and $ 1.5

TRL-2023 term loan 320.7 323.4

TRL-2023 term loan, net of unamortized discount of $ 0.7 and $ —

1,044.9 323.4

TILC warehouse facility 751.5 584.6

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The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate.

As of March 31, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value.

As of June 30, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value.

The estimated fair values of our debt are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions)

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Revolving Credit Facility – We have a $ 600.0 million unsecured corporate revolving credit facility.

During the three months ended March 31, 2025, there were no borrowings and no repayments under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 8.7 million, leaving $ 591.3 million available for borrowing as of March 31, 2025.

Our outstanding letters of credit as of March 31, 2025 support performance bonds related to certain railcar orders.

The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.50 %, for an all-in interest rate of 5.96 % as of March 31, 2025.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.20 % as of March 31, 2025).

During the six months ended June 30, 2025, there were total borrowings of $ 75.0 million and total repayments of $ 75.0 million under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 4.4 million, leaving $ 595.6 million available for borrowing as of June 30, 2025.

Our outstanding letters of credit as of June 30, 2025 support performance bonds related to certain railcar orders.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.20 % as of June 30, 2025).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage.

As of March 31, 2025, we were in compliance with all such financial covenants.

As of June 30, 2025, we were in compliance with all such financial covenants.

TILC Warehouse Loan Facility – TILC has a $ 800.0 million warehouse loan facility to finance railcars owned by TILC.

During the three months ended March 31, 2025, we had total repayments of $ 18.6 million under the TILC warehouse loan facility.

The entire unused facility amount of $ 234.0 million was available as of March 31, 2025 based on the amount of warehouse-eligible, unpledged equipment.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 6.07 % at March 31, 2025.

Subsequent Events

TRL-2023 Term Loan – On April 30, 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an amended and restated term loan agreement (the “TRL-2023 term loan agreement”) to (i) increase the aggregate amount of the term loan from $ 320.7 million as of March 31, 2025 to $ 1.05 billion;

During the six months ended June 30, 2025, we had total borrowings of $ 265.4 million and total repayments of $ 98.5 million under the TILC warehouse loan facility.

The entire unused facility amount of $ 48.5 million was available as of June 30, 2025 based on the amount of warehouse-eligible, unpledged equipment.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 6.07 % at June 30, 2025.

TRL-2023 Term Loan – In April 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an amended and restated term loan agreement (the “TRL-2023 term loan agreement”) to (i) increase the aggregate amount of the term loan from $ 320.7 million as of March 31, 2025 to $ 1.05 billion;

(ii) extend the maturity date to April 30, 2030;

and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50 %.

We incurred $ 5.6 million in debt issuance costs, which will be amortized to interest expense over the term of the TRL-2023 term loan.

The TRL-2023 term loan is an obligation of TRL-2023 and is non-recourse to Trinity.

The obligation is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets to be acquired and owned by TRL-2023.

Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $ 616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”), as described below;

Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $ 616.0 million under TRL-2017, as described below;

to repay approximately $ 75.8 million of borrowings under TILC's warehouse loan facility;

and for general corporate purposes.

Redemption of TRL-2017 Promissory Notes – On April 30, 2025, with the net proceeds of the TRL-2023 term loan agreement described above, we redeemed in full the TRL-2017 promissory notes (the "2017 Promissory Notes"), of which $ 616.0 million was outstanding at the redemption date.

Redemption of TRL-2017 Promissory Notes – In April 2025, with the net proceeds of the TRL-2023 term loan agreement described above, we redeemed in full the TRL-2017 promissory notes (the "2017 Promissory Notes"), of which $ 616.0 million was outstanding at the redemption date.

The interest rate for the 2017 Promissory Notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50 %.

In connection with the redemption of the 2017 Promissory Notes, during the three and six months ended June 30, 2025, we recognized a loss on extinguishment of debt of $ 0.8 million, which included the write-off of unamortized debt issuance costs and other direct costs associated with the extinguishment.

This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations.

Terms and conditions of our other debt, including recourse and non-recourse provisions and scheduled maturities, are described in Note 9 of our 2024 Annual Report on Form 10-K.

The effective tax rate from continuing operations for the three months ended March 31, 2025 was an expense of 20.3 %, which differs from the U.S.

statutory rate of 21.0 % primarily due to the benefit of noncontrolling interest for which we do not provide income taxes and foreign tax true-ups, partially offset by state income taxes and other permanent differences.

The effective tax rate from continuing operations for the three months ended March 31, 2024 was an expense of 25.8 %, which differs from the U.S.

statutory rate of 21.0 % primarily due to state income taxes and foreign income taxes, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes.

As of March 31, 2025 and December 31, 2024, our income tax payable for federal, state, and foreign income taxes is $ 26.7 million and $ 16.2 million, respectively, which is included in accrued liabilities in the Consolidated Balance Sheets.

Deferred income taxes related to railcars in our lease fleet were $ 1.2 billion and $ 1.1 billion as of March 31, 2025 and December 31, 2024, respectively.

The effective tax rates from continuing operations for the three and six months ended June 30, 2025 were expenses of 15.8 % and 18.4 %, respectively, which differ from the U.S.

statutory rate of 21.0 % primarily due to the benefit of tax credits purchased at a discount and the benefit of noncontrolling interest for which we do not provide income taxes, partially offset by state income taxes and other permanent differences.

The effective tax rates from continuing operations for the three and six months ended June 30, 2024 were expenses of 22.7 % and 23.8 %, respectively, which differ from the U.S.

statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, and non-deductible executive compensation, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes, excess tax benefits associated with equity-based compensation, and changes in state tax laws enacted in the second quarter.

Deferred income taxes related to railcars in our lease fleet were $ 1.1 billion as of both June 30, 2025 and December 31, 2024.

The Inflation Reduction Act of 2022 allows a company to purchase transferable tax credits.

During the three and six months ended June 30, 2025, we purchased $ 40.0 million in tax credits for approximately $ 38.4 million in cash.

These credits were used to offset the Company’s federal income tax liability for 2024, which resulted in the recognition of a tax benefit of $ 1.6 million for the three and six months ended June 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted.

The Act includes multiple business tax provisions, including the reinstatement of 100% bonus depreciation and a change in the calculation of deductible interest expense.

We are currently evaluating the impact of these provisions on our overall financial position.

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI for the three months ended March 31, 2025 are as follows:

Changes in AOCI for the six months ended June 30, 2025 are as follows:

Unrealized gains/(losses) on derivative financial instruments Net actuarial gains/(losses) of defined benefit plans Accumulated other comprehensive income (loss)

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Other comprehensive income (loss) — — —

Balances at March 31, 2025

Balances at June 30, 2025

$ ( 3.0 ) $ ( 1.2 ) $ ( 4.2 )

3 unchanged sentences

Stock-Based Compensation

Stock-based compensation expense totaled approximately $ 5.3 million and $ 4.7 million for the three months ended March 31, 2025 and 2024, respectively.

Stock-based compensation expense totaled approximately $ 5.4 million and $ 10.7 million for the three and six months ended June 30, 2025, respectively.

Stock-based compensation expense totaled approximately $ 5.9 million and $ 10.6 million for the three and six months ended June 30, 2024, respectively.

The Company's annual grants of share-based awards generally occur in the first and second quarters under our Fifth Amended and Restated Stock Option and Incentive Plan.

The following table summarizes stock-based compensation awards granted during the three months ended March 31, 2025:

The following table summarizes stock-based compensation awards granted during the six months ended June 30, 2025:

Number of Shares Granted Weighted Average Grant-Date Fair Value per Award

Restricted stock units 454,657 $ 26.96

Restricted stock awards 28,388 $ 26.95

Performance units 225,192 $ 32.73

The fair value of restricted stock units granted is based on the Company's closing stock price on the date of grant.

For the performance units granted during the three months ended March 31, 2025 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield.

The fair value of restricted stock units and restricted stock awards ("RSAs") granted is based on the Company's closing stock price on the date of grant.

For the performance units granted during the six months ended June 30, 2025 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield.

For the performance units granted during the six months ended June 30, 2025 for which the payout is based on return on equity, the fair value is based on the Company's closing stock price on the date of grant, adjusted to exclude the cumulative value of dividends over the three-year vesting period as these units do not earn dividend equivalents.

Earnings Per Common Share

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Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares.

The Company has certain unvested restricted stock awards that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities.

The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities.

Consequently, diluted net income attributable to Trinity Industries, Inc.

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The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.:

Three Months Ended

Three Months Ended June 30, Six Months Ended

2025 2024 2025 2024

(in millions, except per share amounts)

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Net income from continuing operations attributable to Trinity Industries, Inc.

16.0 56.1 40.0 84.1

Net loss from discontinued operations attributable to Trinity Industries, Inc.

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Diluted weighted average shares outstanding

82.9 84.1 83.4 83.4

Basic earnings per common share:

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TILC was the owner of one tank car cited in these actions, which was leased to a third party, who is also a third-party defendant in these matters.

Developments in these proceedings since the filing of our 2024 Annual Report on Form 10-K include those described below.

On March 24, 2025, the trial court denied Norfolk Southern’s Motion for Entry of Partial Final Judgment in the case styled The State of Ohio, ex rel., Dave Yost, Ohio Attorney General, and the United States of America, Plaintiffs v.

Norfolk Southern Railway Company and Norfolk Southern Corporation, Defendants , Civil Action No.

4:23-cv-00517.

The previously disclosed litigation styled as Josh Hickman, et al.

Developments in these proceedings since the filing of our Quarterly Report on Form 10-Q for the period ending March 31, 2025 include those described below.

On July 9, 2025, plaintiffs dismissed all claims against TILC, without prejudice, in the previously disclosed litigation styled as Ambridge Area School District, et al.

Norfolk Southern Corporation, et al.

2:23-cv-01530-CB, in the United States District Court for the Western District of Pennsylvania.

On June 20, 2025, TILC filed its motion to dismiss in the previously disclosed litigation styled as Josh Hickman, et al.

Norfolk Southern Railway Company, et al.

, has been assigned Case No.

25CV-01-859, in the Court of Common Pleas, Franklin County, Ohio.

The previously disclosed litigation styled as Gregory Taylor, et al.

25CV-01-859, in the Court of Common Pleas, Franklin County, Ohio, and in the previously disclosed litigation styled as Gregory Taylor, et al.

Norfolk Southern Railway Company, et al.

, has been assigned Case No.

, assigned Case No.

25CV-02-858, in the Court of Common Pleas, Franklin County, Ohio.

Previously disclosed litigation styled as Richard Tsai, et al.

Norfolk Southern Corporation, et al.

, has been assigned Case No.

CV25111454, in the Court of Common Pleas, Cuyahoga County, Ohio.

On February 3, 2025, the same plaintiffs filed an action styled as Richard Tsai, et al.

Norfolk Southern Corporation, et al.

2025-10140, in the Court of Common Pleas, Lawrence County, Pennsylvania, in which TILC, among others, was named as a defendant.

On April 2, 2025, Plaintiffs voluntarily dismissed the Lawrence County, Pennsylvania lawsuit.

On April 3, 2025, Plaintiffs also voluntarily dismissed previously disclosed litigation styled as Richard Tsai, et al.

On May 28, 2025, TILC filed its preliminary objections in the previously disclosed litigation styled as Richard Tsai, et al.

Norfolk Southern Corporation, et al.

250200416 in Philadelphia County, Pennsylvania.

250200415, in the Court of Common Pleas, Philadelphia County, Pennsylvania.

The Company believes it has substantial defenses and intends to vigorously defend itself against all allegations in the third-party and direct claims asserted against TILC.

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The range of reasonably possible losses for such matters is $ 7.7 million to $ 18.8 million.

At March 31, 2025, total accruals of $ 9.0 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets.

At June 30, 2025, total accruals of $ 8.4 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets.

The Company believes any additional liability would not be material to its financial position or results of operations.

5 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-Q

Item 1. Financial Statements