What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 156 added, 105 removed, 832 unchanged (24% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

54 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

3.2 ( 13.2 ) 1.7 ( 7.3 )

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

Reclassification adjustments for gains included in net income, net of tax expense of $ 1.0 , $ 1.3 , $ 0.5 , and $ 4.2

( 3.0 ) ( 3.8 ) ( 1.3 ) ( 13.1 )

Defined benefit plans:

Amortization of net actuarial losses, net of tax benefit of $ — , $ — , $ — , and $ —

0.1 0.1 0.1 0.1

0.3 ( 16.9 ) 0.5 ( 20.3 )

Comprehensive income 36.3 18.6 83.6 99.0

6 unchanged sentences

Consolidated Balance Sheets

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

40 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions)

27 unchanged sentences

Proceeds from dispositions of property and other assets 11.1 15.5

Proceeds from insurance recoveries — 1.7

Equity investments 4.7 ( 3.6 )

51 unchanged sentences

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

Net income — — — 30.3 — — — 30.3 5.7 36.0

Other comprehensive income — — — — 0.3 — — 0.3 — 0.3

Cash dividends declared on common stock (1)

— — — ( 24.4 ) — — — ( 24.4 ) — ( 24.4 )

Distributions to noncontrolling interest — — — — — — — — ( 5.0 ) ( 5.0 )

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

Settlement of share-based awards, net 0.1 — 0.1 — — — ( 0.3 ) ( 0.2 ) — ( 0.2 )

Shares repurchased — — — — — ( 0.7 ) ( 20.0 ) ( 20.0 ) — ( 20.0 )

September 30, 2025

81.0 $ 0.8 $ 6.0 $ 1,018.9 $ ( 3.9 ) ( 0.7 ) $ ( 20.8 ) $ 1,001.0 $ 249.4 $ 1,250.4

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

33 unchanged sentences

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

Net income — — — 31.4 — — — 31.4 4.1 35.5

Other comprehensive income (loss) — — — — ( 17.0 ) — — ( 17.0 ) 0.1 ( 16.9 )

Cash dividends declared on common stock (1)

— — — ( 23.2 ) — — — ( 23.2 ) — ( 23.2 )

Distributions to noncontrolling interest — — — — — — — — ( 1.6 ) ( 1.6 )

Stock-based compensation expense — — 6.7 — — — — 6.7 — 6.7

Settlement of share-based awards, net — — 0.8 — — — ( 0.6 ) 0.2 — 0.2

Shares repurchased — — — — — ( 0.2 ) ( 6.2 ) ( 6.2 ) — ( 6.2 )

September 30, 2024

82.4 $ 0.8 $ 23.4 $ 1,050.2 $ ( 9.6 ) ( 0.2 ) $ ( 7.4 ) $ 1,057.4 $ 241.1 $ 1,298.5

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

7 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 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.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of September 30, 2025, the results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 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 six months ended June 30, 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 nine months ended September 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.

1 unchanged sentence

Revenue associated with our railcar lease contracts is recognized in accordance with Accounting Standards Codification ("ASC") 842, Leases .

Revenue associated with our railcar manufacturing, maintenance services, digital and logistics services businesses, and certain servicing, maintenance, and management agreements is recognized in accordance with ASC 606, Revenue from Contracts with Customers.

Revenue associated with our railcar manufacturing, maintenance services, and digital and logistics services businesses, as well as certain servicing, maintenance, and management agreements, is recognized in accordance with ASC 606, Revenue from Contracts with Customers.

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations.

23 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 $ 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.

We recorded contract assets of $ 10.5 million and $ 9.6 million as of September 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 $ 4.0 million and $ 3.4 million as of June 30, 2025 and December 31, 2024, respectively.

We recorded contract assets of $ 4.6 million and $ 3.4 million as of September 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 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

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 September 30, 2025 and the percentage of the outstanding performance obligations as of September 30, 2025 expected to be delivered during the remainder of 2025:

Unsatisfied performance obligations at September 30, 2025

Amount Percent expected to be delivered in 2025

10 unchanged sentences

The orders in the Rail Products Group's backlog from the Leasing Group are fully supported by lease commitments with external customers.

The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to change their procurement decision.

The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to modify their procurement decision.

Unsatisfied performance obligations for the Railcar Leasing and Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.

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

As of September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

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

Remaining six months of 2025 $ 388.2

Remaining three months of 2025 $ 206.3

Thereafter 538.1

2 unchanged sentences

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

Remaining six months of 2025 $ 1.0

Remaining three months of 2025 $ 0.5

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 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.

During the nine months ended September 30, 2025, we recognized approximately $ 3.4 million of credit loss expense and wrote off $ 0.8 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 $ 16.9 million at September 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 $ 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.

Amounts due to our participating suppliers in the SCF program totaled $ 32.8 million and $ 8.2 million as of September 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 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.

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

During the nine months ended September 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 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.

For the three and nine months ended September 30, 2025, we recorded expenses related to these obligations of $ 2.2 million ($ 1.1 million, net of income taxes) and $ 7.1 million ($ 4.9 million, net of income taxes), respectively.

For the three and nine months ended September 30, 2024, we recorded expenses related to these obligations of $ 7.0 million ($ 5.3 million, net of income taxes) and $ 14.8 million ($ 11.3 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.

12 unchanged sentences

Included in accompanying

balance sheet at June 30, 2025

balance sheet at September 30, 2025

Notional Amount Interest Rate (1)

10 unchanged sentences

$ 255.8 3.79 % $ — $ 3.3

TILC – TRL-2023 term loan pre-issuance (2)

$ 525.4 3.58 % $ — $ 6.3

1 unchanged sentence

$ 779.3 3.57 % $ ( 7.9 ) $ 2.0

TILC – TRL-2025 pre-issuance (4)

$ 100.0 3.21 % $ 0.8 $ ( 0.8 )

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

6 unchanged sentences

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.

(4) We entered into a forward starting interest rate swap to hedge a portion of the risk of potential interest rate increases in anticipation of a debt issuance, which was completed in October 2025.

See Note 8 for further information.

Effect on interest expense – increase/(decrease)

Three Months Ended

June 30, Six Months Ended

June 30, Expected effect during next twelve months

September 30, Nine Months Ended

September 30, Expected effect during next twelve months

2025 2024 2025 2024

7 unchanged sentences

TRL-2023 term loan $ 0.3 $ ( 1.0 ) $ — $ ( 3.1 ) $ 1.2

TILC $ 0.2 $ — $ 0.2 $ — $ 1.2

TILC – TRL-2023 term loan pre-issuance $ 0.2 $ — $ 0.4 $ — $ 1.3

Open hedge (1) :

1 unchanged sentence

$ ( 1.9 ) $ — $ ( 3.1 ) $ — $ 1.6

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

(1) Based on the fair value of open hedges as of September 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 eighteen months.

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

Information related to our foreign currency hedges is as follows:

accompanying balance

sheet at June 30, 2025

balance sheet at

September 30, 2025

Effect on cost of revenues – increase/(decrease)

1 unchanged sentence

loss/(income) Three Months Ended

June 30, Six Months Ended

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

September 30, Nine Months Ended

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

Instrument 2025 2024 2025 2024

2 unchanged sentences

Options $ 22.2 $ 1.3 $ ( 1.0 ) $ 0.3 $ — $ 0.4 $ 0.2 $ 0.3

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

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

Derivatives Not Designated as Hedging Instruments (1)

Asset/(Liability) at

June 30, 2025

September 30, 2025

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

1 unchanged sentence

Rate Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 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 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.

(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the nine months ended September 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:

June 30, 2025 December 31, 2024

September 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:

June 30, 2025 December 31, 2024

September 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 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.

As of September 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 June 30, 2025 Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

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

15 unchanged sentences

Segment operating profit $ 128.1 $ 19.9 $ 148.0 $ 115.2 $ 48.9 $ 164.1

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

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

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

30 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

12 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

7 unchanged sentences

Three Months Ended

June 30, Three Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Depreciation & Amortization Capital Expenditures

Six Months Ended

June 30, Six Months Ended

Nine Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

At September 30, 2025, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $ 131.4 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 June 30, 2025, the carrying value of our investment in Trinity Global Ventures totaled $ 2.7 million, which is eliminated in consolidation.

At September 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 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.

At September 30, 2025, the carrying value of TILC’s equity investment in Signal Rail was $ 20.1 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 Percent 2025 2024 Percent

33 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Wholly-owned subsidiaries.

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.

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

As of September 30, 2025, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,480.4 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at September 30, 2025 was $ 696.6 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 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.

As of September 30, 2025, TRIP Holdings held equipment with a net book value of $ 983.0 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries.

As of September 30, 2025, TRP-2021 equipment with a net book value of $ 397.1 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

24 unchanged sentences

The carrying amounts of our debt are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

26 unchanged sentences

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 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.

As of September 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

2 unchanged sentences

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

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.

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 5.90 % as of June 30, 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 June 30, 2025).

During the nine months ended September 30, 2025, there were total borrowings of $ 230.0 million and total repayments of $ 140.0 million under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 7.3 million, leaving $ 502.7 million available for borrowing as of September 30, 2025.

Our outstanding letters of credit as of September 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 September 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 June 30, 2025, we were in compliance with all such financial covenants.

As of September 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 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.

During the nine months ended September 30, 2025, we had total borrowings of $ 329.5 million and total repayments of $ 116.5 million under the TILC warehouse loan facility.

The entire unused facility amount of $ 2.4 million was available as of September 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 6.03 % at September 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;

3 unchanged sentences

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.

The obligation is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets 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 TRL-2017, as described below;

3 unchanged sentences

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.

In connection with the redemption of the 2017 Promissory Notes, during the nine months ended September 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.

Subsequent Events

TRL-2025 Secured Railcar Equipment Notes – On October 28, 2025, Trinity Rail Leasing 2025 LLC, a Delaware limited liability company ("TRL-2025") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $ 498.6 million of its Series 2025-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2025 Class A Notes"), and (ii) $ 36.6 million of its Series 2025-1 Class B Green Secured Railcar Equipment Notes (the "TRL-2025 Class B Notes") (the TRL-2025 Class A Notes and the TRL-2025 Class B Notes are, collectively, the “TRL-2025 Notes”).

The TRL-2025 Class A Notes bear interest at a fixed rate of 5.09 %, and the TRL-2025 Class B Notes bear interest at a fixed rate of 5.30 %.

The TRL-2025 Notes are payable monthly, and have a stated final maturity date of October 19, 2055.

The TRL-2025 Notes are obligations of TRL-2025 and are non-recourse to Trinity.

The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2025.

TRL-2025 purchased a portfolio of railcars directly from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing 2010 LLC ("TRL-2010").

Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2025 Notes were used to repay approximately $ 259.0 million of borrowings under TILC's warehouse loan facility;

to redeem the outstanding debt of TRL-2010, as described below;

and for general corporate purposes.

Redemption of TRL-2010 Secured Railcar Equipment Notes – On October 28, 2025, with the net proceeds of the TRL-2025 Notes described above, we redeemed in full the TRL-2010 secured railcar equipment notes (the "TRL-2010 Notes"), of which $ 133.8 million was outstanding at the redemption date.

The all-in interest rate for the TRL-2010 Notes was 5.19 % per annum.

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 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 effective tax rate from continuing operations for the three months ended September 30, 2025 was an expense of 23.0 %, which differs from the U.S.

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

The effective tax rate from continuing operations for the nine months ended September 30, 2025 was an expense of 20.4 %, 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 the benefit of tax credits purchased at a discount, partially offset by state income taxes, foreign income taxes, and other permanent differences.

The effective tax rates from continuing operations for the three and nine months ended September 30, 2024 were expenses of 27.7 % and 25.1 %, respectively, which differ from the U.S.

statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, non-deductible executive compensation, and return to provision adjustments, 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.

Deferred income taxes related to railcars in our lease fleet were $ 1.2 billion and $ 1.1 billion as of September 30, 2025 and December 31, 2024, respectively.

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.

During the nine months ended September 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 nine months ended September 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.

These changes were incorporated into our provision for income taxes for the three and nine months ended September 30, 2025, resulting in an increase to our deferred tax expense, offset by a corresponding decrease to our current tax expense.

The Act did not have a material impact on our total income tax expense or our effective tax rates for the three and nine months ended September 30, 2025.

Accumulated Other Comprehensive Income (Loss)

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

Changes in AOCI for the nine months ended September 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)

1 unchanged sentence

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

Other comprehensive loss, net of tax, before reclassifications ( 1.5 ) — ( 1.5 )

Amounts reclassified from AOCI, net of tax benefit of $ 0.5 , $ — , and $ 0.5

Other comprehensive income, net of tax, before reclassifications 1.7 — 1.7

Amounts reclassified from AOCI, net of tax expense of $ 0.5 , $ — , and $ 0.5

( 1.3 ) 0.1 ( 1.2 )

noncontrolling interest ( 0.2 ) — ( 0.2 )

Other comprehensive income (loss) — — —

Balances at June 30, 2025

Other comprehensive income 0.2 0.1 0.3

Balances at September 30, 2025

$ ( 2.8 ) $ ( 1.1 ) $ ( 3.9 )

3 unchanged sentences

Stock-Based Compensation

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.

Stock-based compensation expense totaled approximately $ 5.9 million and $ 16.6 million for the three and nine months ended September 30, 2025, respectively.

Stock-based compensation expense totaled approximately $ 6.7 million and $ 17.3 million for the three and nine months ended September 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 six months ended June 30, 2025:

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

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

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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.

For the performance units granted during the nine months ended September 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 nine months ended September 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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The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.:

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

30 unchanged sentences

As previously disclosed, on February 3, 2023, a Norfolk Southern Railway freight train derailed 38 railcars in East Palestine, Ohio.

TILC has been named in various actions associated with this incident.

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 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.

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.

, assigned Case No.

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

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

TILC has been named in various actions associated with this incident, including Gregory Taylor, et al.

Norfolk Southern Railway Co., et al.

2025 CV 00434, in the Court of Common Pleas, Columbiana County, Ohio;

Josh Hickman, et al.

Norfolk Southern Railway Co., et al.

2025 CV 00434, in the Court of Common Pleas, Columbiana County, Ohio;

and Richard Tsai, et al.

Norfolk Southern Corporation, et al.

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

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

There have been no significant developments in such proceedings since the filing of our Quarterly Report on Form 10-Q filed July 31, 2025.

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 $ 7.4 million to $ 18.7 million.

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.

At September 30, 2025, total accruals of $ 8.8 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