What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 119 added, 97 removed, 368 unchanged (37% of the section changed)

13 unchanged sentences

• actions by U.S.

and/or foreign governments (particularly Mexico and Canada) relative to tariffs, trade policies, federal government budgeting, taxation policies, government expenditures, and borrowing/debt ceiling limits;

• variations in weather in areas where our products are manufactured, delivered, or used;

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General Business Trends

Demand for many of our railcar products and services is correlated to changes in North American industrial production.

We continue to actively monitor trade policy and tariff announcements and the potential impacts to our business.

Uncertainty in the macroeconomic environment is negatively impacting our results of operations and demand for new railcars.

We remain focused on minimizing impacts to our supply chain resulting from these announcements and any future developments.

Demand for many of our railcar products and services is correlated to changes in North American industrial production and international trade.

We continue to actively monitor evolving tariff and trade developments and the potential impacts to our business.

Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy, is negatively impacting and could continue to negatively impact our results of operations and demand for new railcars.

We remain focused on mitigating impacts to our business resulting from these evolving developments.

The industries in which our customers operate are cyclical in nature.

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Financial and Operational Highlights

• Our revenues for the six months ended June 30, 2025 were $1,091.6 million, representing a decrease of 33.9%, compared to the six months ended June 30, 2024.

Our operating profit for the six months ended June 30, 2025 was $195.2 million, representing a decrease of 24.1%, compared to $257.1 million for the six months ended June 30, 2024.

• The Leasing Group's lease fleet of 111,545 company-owned railcars was 96.8% utilized as of June 30, 2025, compared to a lease fleet utilization of 96.9% on 109,365 company-owned railcars as of June 30, 2024.

• Our revenues for the nine months ended September 30, 2025 were $1,545.7 million, representing a decrease of 36.9%, compared to the nine months ended September 30, 2024.

Our operating profit for the nine months ended September 30, 2025 was $313.8 million, representing a decrease of 17.3%, compared to $379.5 million for the nine months ended September 30, 2024.

• The Leasing Group's lease fleet of 112,850 company-owned railcars was 96.8% utilized as of September 30, 2025, compared to a lease fleet utilization of 96.6% on 109,555 company-owned railcars as of September 30, 2024.

Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

• For the six months ended June 30, 2025, we made a net fleet investment of approximately $232.7 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases;

• For the nine months ended September 30, 2025, we made a net fleet investment of approximately $387.4 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases;

and is net of proceeds from lease portfolio sales.

• The total value of the new railcar backlog at June 30, 2025 was $2.0 billion, compared to $2.7 billion at June 30, 2024.

The Rail Products Group received orders for 3,005 railcars and deliveries of 4,875 railcars in the six months ended June 30, 2025, in comparison to orders for 4,375 railcars and deliveries of 9,450 railcars in the six months ended June 30, 2024.

◦ Deliveries in the six months ended June 30, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.

• The total value of the new railcar backlog at September 30, 2025 was $1.8 billion, compared to $2.4 billion at September 30, 2024.

The Rail Products Group received orders for 3,355 railcars and deliveries of 6,555 railcars in the nine months ended September 30, 2025, in comparison to orders for 6,185 railcars and deliveries of 13,810 railcars in the nine months ended September 30, 2024.

◦ Deliveries in the nine months ended September 30, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.

See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results.

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See the Non-GAAP Financial Measures section within this Form 10-Q for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors.

Dollar amounts are presented for the six months ended June 30, 2025 and 2024.

Dollar amounts are presented for the nine months ended September 30, 2025 and 2024.

Capital Structure Updates

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See Note 13 of the Consolidated Financial Statements for an update on the status of certain litigation.

Subsequent Events

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 $535.2 million of its Series 2025-1 Green Secured Railcar Equipment Notes (the "TRL-2025 Notes").

The TRL-2025 Notes bear interest at an all-in interest rate of 5.11%, are payable monthly, and have a stated final maturity date of October 19, 2055.

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;

and for general corporate purposes.

The all-in interest rate for the TRL-2010 secured railcar equipment notes was 5.19% per annum.

Consolidated Results of Operations

The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2025 and 2024:

The following table summarizes our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Income from continuing operations $ 37.1 $ 40.8 $ 88.0 $ 130.6

The tables below present revenues by segment for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

The tables below present revenues by segment for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025

Revenues Percent

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Consolidated Total $ 454.1 $ — $ 454.1 (43.2) %

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

External Intersegment Total

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Consolidated Total $ 798.8 $ — $ 798.8

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Revenues Percent

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Consolidated Total $ 1,545.7 $ — $ 1,545.7 (36.9) %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

External Intersegment Total

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and gains or losses on property disposals.

Operating costs by segment for the three and six months ended June 30, 2025 and 2024 were as follows:

Operating costs by segment for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Consolidated Total $ 335.5 $ 676.4 $ 1,231.9 $ 2,070.3

(1) Includes gains on lease portfolio sales of $7.8 million and $22.7 million for the three months ended June 30, 2025 and 2024, respectively.

Includes gains on lease portfolio sales of $13.7 million and $24.8 million for the six months ended June 30, 2025 and 2024, respectively.

(1) Includes gains on lease portfolio sales of $21.7 million and $11.4 million for the three months ended September 30, 2025 and 2024, respectively.

Includes gains on lease portfolio sales of $35.4 million and $36.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Operating Profit

Operating profit by segment for the three and six months ended June 30, 2025 and 2024 was as follows:

Operating profit by segment for the three and nine months ended September 30, 2025 and 2024 was as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Discussion of Consolidated Results

Revenues – Our revenues for the three months ended June 30, 2025 were $506.2 million, representing a decrease of $335.2 million, or 39.8%, over the prior year period.

Our revenues for the six months ended June 30, 2025 were $1,091.6 million, representing a decrease of $559.4 million, or 33.9%, over the prior year period.

Revenues – Our revenues for the three months ended September 30, 2025 were $454.1 million, representing a decrease of $344.7 million, or 43.2%, over the prior year period.

Our revenues for the nine months ended September 30, 2025 were $1,545.7 million, representing a decrease of $904.1 million, or 36.9%, over the prior year period.

These decreases were primarily due to lower external deliveries in the Rail Products Group.

Cost of revenues – Our cost of revenues for the three months ended June 30, 2025 was $372.8 million, representing a decrease of $289.6 million, or 43.7%, over the prior year period.

Our cost of revenues for the six months ended June 30, 2025 was $816.0 million, representing a decrease of $491.3 million, or 37.6%, over the prior year period.

Cost of revenues – Our cost of revenues for the three months ended September 30, 2025 was $312.7 million, representing a decrease of $316.6 million, or 50.3%, over the prior year period.

Our cost of revenues for the nine months ended September 30, 2025 was $1,128.7 million, representing a decrease of $807.9 million, or 41.7%, over the prior year period.

These decreases were primarily due to lower external deliveries in the Rail Products Group.

Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the three months ended June 30, 2025 were $49.4 million, representing a decrease of $11.9 million, or 19.4%, when compared to the prior year period.

Selling, engineering, and administrative expenses for the six months ended June 30, 2025 were $99.4 million, representing a decrease of $14.2 million, or 12.5%, when compared to the prior year period.

These decreases were primarily due to lower employee-related costs, including incentive-based compensation, and lower consulting costs.

Gains on dispositions of property – Gains on dispositions of property decreased by $12.8 million and $8.0 million for the three and six months ended June 30, 2025, respectively, when compared to the prior year periods primarily due to lower gains on lease portfolio sales.

Operating profit – Operating profit for the three months ended June 30, 2025 totaled $95.4 million, representing a decrease of $46.5 million, or 32.8%, from the prior year period.

Operating profit for the six months ended June 30, 2025 totaled $195.2 million, representing a decrease of $61.9 million, or 24.1%, from the prior year period.

These decreases were primarily due to lower external deliveries in the Rail Products Group, lower gains on lease portfolio sales, and costs associated with workforce reductions, partially offset by lower selling, engineering, and administrative expenses.

Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the three months ended September 30, 2025 were $45.2 million, representing a decrease of $15.3 million, or 25.3%, when compared to the prior year period.

Selling, engineering, and administrative expenses for the nine months ended September 30, 2025 were $144.6 million, representing a decrease of $29.5 million, or 16.9%, when compared to the prior year period.

These decreases were primarily due to lower incentive-based compensation, as well as lower consulting and employee-related costs as a result of cost reduction efforts taken by management.

Gains on dispositions of property – Gains on dispositions of property increased by $9.0 million for the three months ended September 30, 2025, when compared to the prior year period primarily due to higher gains on lease portfolio sales.

Gains on dispositions of property for the nine months ended September 30, 2025 were flat when compared to the prior year period.

Operating profit – Operating profit for the three months ended September 30, 2025 totaled $118.6 million, representing a decrease of $3.8 million, or 3.1%, from the prior year period primarily due to lower external deliveries in the Rail Products Group, partially offset by lower selling, engineering, and administrative expenses and higher gains on lease portfolio sales.

Operating profit for the nine months ended September 30, 2025 totaled $313.8 million, representing a decrease of $65.7 million, or 17.3%, from the prior year period primarily due to lower external deliveries in the Rail Products Group and costs associated with workforce reductions, partially offset by lower selling, engineering, and administrative expenses.

For further information regarding the operating results of individual segments, see "Segment Discussion" below.

Interest expense, net – Interest expense, net for the three months ended June 30, 2025 totaled $67.7 million, compared to $70.1 million for the three months ended June 30, 2024 primarily driven by lower interest rates and lower average debt in 2025.

Interest expense, net for the six months ended June 30, 2025 totaled $133.8 million, compared to $139.2 million for the six months ended June 30, 2024 primarily driven by lower interest rates, partially offset by higher average debt in 2025.

Additionally, interest expense, net includes a loss on extinguishment of debt of $0.8 million for the three and six months ended June 30, 2025, compared to $1.5 million for the three and six months ended June 30, 2024.

Income taxes – 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.

Interest expense, net – Interest expense, net for the three months ended September 30, 2025 totaled $69.8 million, compared to $67.4 million for the three months ended September 30, 2024 primarily driven by higher average debt in 2025.

Interest expense, net for the nine months ended September 30, 2025 totaled $203.6 million, compared to $206.6 million for the nine months ended September 30, 2024 primarily driven by lower interest rates, partially offset by higher average debt in 2025.

Additionally, interest expense, net includes a loss on extinguishment of debt of $0.8 million for the nine months ended September 30, 2025, compared to $1.5 million for the nine months ended September 30, 2024.

Income taxes – 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.

See Note 9 for further information regarding the purchase of transferable tax credits.

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.

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.

Segment Discussion

Railcar Leasing and Services Group

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

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Operating profit margin on lease portfolio sales 27.2 % 17.0 % 24.8 % 14.3 %

Total revenues for the Railcar Leasing and Services Group increased by 7.5% and 4.1% for the three and six months ended June 30, 2025, respectively, compared to the prior year periods.

Leasing and management revenues increased by 5.2% and 5.0% for the three and six months ended June 30, 2025, respectively, when compared to the prior year periods, primarily due to higher lease rates.

Total revenues for the Railcar Leasing and Services Group increased by 4.0% and 4.1% for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods.

Leasing and management revenues increased by 8.8% and 6.3% for the three and nine months ended September 30, 2025, respectively, when compared to the prior year periods, primarily due to higher lease rates.

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

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Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the maintenance services revenues line above and are not eliminated in consolidation.

Revenues in our maintenance services business increased by 21.0% and 3.8% for the three and six months ended June 30, 2025, respectively, when compared to the prior year periods as a result of favorable pricing on, and the mix of, repairs completed for third parties.

The increase in revenues for the six months ended June 30, 2025 was partially offset by a lower volume of external repairs.

Cost of revenues for the Railcar Leasing and Services Group increased by 13.7% and 7.3% for the three and six months ended June 30, 2025, respectively, compared to the prior year periods primarily due to higher maintenance and compliance costs for the lease fleet, as well as the mix of external repairs in our maintenance services business.

Cost of revenues for the six months ended June 30, 2025 was partially offset by a lower volume of external repairs, including the impact of weather disruptions, in our maintenance services business.

Leasing Group operating profit decreased by 7.3% and 2.3% for the three and six months ended June 30, 2025, respectively, when compared to the prior year periods.

These decreases were primarily due to lower gains on lease portfolio sales and higher maintenance and compliance costs for the lease fleet, partially offset by higher lease rates, as well as favorable pricing on external repairs in the maintenance services business.

Revenues in our maintenance services business decreased by 11.1% and 1.7% for the three and nine months ended September 30, 2025, respectively, when compared to the prior year periods as a result of a lower volume of external repairs, partially offset by favorable pricing.

Cost of revenues for the Railcar Leasing and Services Group increased by 6.9% and 7.1% for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods primarily due to higher maintenance and compliance costs for the lease fleet, partially offset by a lower volume of external repairs in our maintenance services business.

Leasing Group operating profit increased by 11.2% for the three months ended September 30, 2025 when compared to the prior year period, primarily due to higher lease rates and higher gains on lease portfolio sales, partially offset by higher maintenance and compliance costs for the lease fleet.

Leasing Group operating profit increased by 2.2% for the nine months ended September 30, 2025, when compared to the prior year period primarily due to higher lease rates, partially offset by higher maintenance and compliance costs for the lease fleet.

The Leasing Group generally uses its non-recourse warehouse loan facility or cash to provide initial funding for a portion of the purchase price of the railcars.

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long-term recourse debt;

long-term non-recourse promissory notes;

long-term non-recourse promissory notes and term loans;

or third-party equity.

Information regarding the Leasing Group’s lease fleet is as follows:

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Number of railcars:

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Fleet utilization 96.8 % 96.6 %

(1) Includes 2,230 railcars and 2,490 railcars under leased-in arrangements as of June 30, 2025 and 2024, respectively.

(1) Includes 2,330 railcars and 2,490 railcars under leased-in arrangements as of September 30, 2025 and 2024, respectively.

(2) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

Rail Products Group

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

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7.1 8.7 (18.4) % 20.7 24.2 (14.5) %

Gains on dispositions of property 0.2 0.1 * 0.2 0.1 *

Operating profit $ 19.9 $ 48.9 (59.3) % $ 54.7 $ 143.1 (61.8) %

Operating profit margin 7.1 % 8.1 % 5.5 % 7.5 %

(1) Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the three and six months ended June 30, 2025.

Includes sustainable railcar conversion revenues of $14.4 million, representing 195 railcars, for the three months ended June 30, 2024 and sustainable railcar conversion revenues of $64.6 million, representing 870 railcars, for the six months ended June 30, 2024.

Revenues for the Rail Products Group decreased for the three and six months ended June 30, 2025 by 53.7% and 45.1%, respectively, when compared to the prior year periods.

Cost of revenues for the Rail Products Group decreased for the three and six months ended June 30, 2025 by 51.8% and 44.2%, respectively, when compared to the prior year periods.

* Not meaningful

(1) Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the nine months ended September 30, 2025.

There were no sustainable railcar conversion revenues for the three months ended September 30, 2025.

Includes sustainable railcar conversion revenues of $12.8 million, representing 170 railcars, for the three months ended September 30, 2024 and sustainable railcar conversion revenues of $77.4 million, representing 1,040 railcars, for the nine months ended September 30, 2024.

Revenues for the Rail Products Group decreased for the three and nine months ended September 30, 2025 by 53.8% and 47.9%, respectively, when compared to the prior year periods.

Cost of revenues for the Rail Products Group decreased for the three and nine months ended September 30, 2025 by 53.8% and 47.2%, respectively, when compared to the prior year periods.

These decreases were primarily due to lower deliveries.

Operating profit for the Rail Products Group decreased for the three and six months ended June 30, 2025 by 82.3% and 63.1%, respectively, when compared to the prior year periods primarily due to lower deliveries, reduced absorption due to lower production volumes, and costs associated with workforce reductions.

Operating profit for the Rail Products Group decreased for the three and nine months ended September 30, 2025 by 59.3% and 61.8%, respectively, when compared to the prior year periods primarily due to lower deliveries, reduced overhead absorption due to lower production volumes, and costs associated with workforce reductions, partially offset by a higher mix of, and production efficiencies associated with, high-margin specialty railcars.

Information related to our Rail Products Group backlog of new railcars is set forth below.

September 30,

2025 2024 Percent

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Total $ 1,762.4 $ 2,364.5 (25.5) %

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024 Percent

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Average selling price in ending backlog $ 137,634 $ 129,455 6.3 %

(1) Deliveries for the six months ended June 30, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.

(1) Deliveries for the nine months ended September 30, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.

Total backlog dollars decreased by 25.5% when compared to the prior year period.

We expect to deliver approximately 36.7% of our railcar backlog value during the remaining six months of 2025 and 24.7% during 2026, with the remainder to be delivered through 2028.

We expect to deliver approximately 21.3% of our railcar backlog value during the remaining three months of 2025 and 35.8% during 2026, with the remainder to be delivered through 2028.

The orders in our 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.

Transactions between the Rail Products Group and the Leasing Group are as follows:

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Corporate and other

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

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Operating loss $ (23.5) $ (33.1) (29.0) % $ (74.4) $ (92.9) (19.9) %

Selling, engineering, and administrative expenses for the three and six months ended June 30, 2025 decreased by 14.0% and 11.3%, respectively, when compared to the prior year periods primarily from lower employee-related costs, including incentive-based compensation, and lower consulting costs, partially offset by costs associated with workforce reductions.

Total operating costs for all periods presented were favorably impacted by gains associated with the disposition of non-operating facilities.

* Not meaningful

Selling, engineering, and administrative expenses for the three and nine months ended September 30, 2025 decreased by 29.0% and 17.6%, respectively, when compared to the prior year periods primarily from lower employee-related costs, including incentive-based compensation, and lower consulting costs.

The decrease in selling, engineering, and administrative expenses for the nine months ended September 30, 2025 was partially offset by costs associated with workforce reductions.

Total operating costs during the nine months ended September 30, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.

Liquidity and Capital Resources

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and short-term debt, long-term debt, and equity.

Debt instruments that we have utilized include the TILC warehouse loan facility, senior notes, convertible subordinated notes, asset-backed securities, non-recourse promissory notes, and our revolving credit facility.

As of June 30, 2025, we have total committed liquidity of $791.8 million.

Debt instruments that we have utilized include the TILC warehouse loan facility, senior notes, convertible subordinated notes, non-recourse asset-backed securities, non-recourse promissory notes and term loans, and our revolving credit facility.

As of September 30, 2025, we have total committed liquidity of $571.4 million.

Our total available liquidity includes:

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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;

however, we preliminarily expect a positive impact on our operating cash flows as a result of the expected refund of estimated tax payments previously made, as well as lower cash tax outlays in both the current and future years.

We expect a positive impact on our operating cash flows as a result of the expected refund of estimated tax payments previously made, as well as lower cash tax outlays in both the current and future years.

Liquidity Highlights

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See Note 8 of the Consolidated Financial Statements for additional information regarding these debt transactions.

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024:

Six Months Ended

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

(in millions)

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Operating Activities .

Net cash provided by operating activities from continuing operations for the six months ended June 30, 2025 was $141.9 million compared to net cash provided by operating activities from continuing operations of $299.7 million for the six months ended June 30, 2024.

Net cash provided by operating activities from continuing operations for the nine months ended September 30, 2025 was $187.2 million compared to net cash provided by operating activities from continuing operations of $383.5 million for the nine months ended September 30, 2024.

The changes in our operating assets and liabilities are as follows:

Six Months Ended

Nine Months Ended

September 30,

(in millions)

3 unchanged sentences

Changes in operating assets and liabilities $ (125.6) $ 49.9

The changes in our operating assets and liabilities resulted in a net use of $51.9 million for the six months ended June 30, 2025, as compared to a net source of $69.5 million for the six months ended June 30, 2024.

The changes in operating assets and liabilities were impacted primarily by the purchase of tax credits for $38.4 million in the current year period, payments of incentive-based compensation during the six months ended June 30, 2025 that were accrued as of December 31, 2024, and the timing of customer deposits for new railcar orders.

The changes in our operating assets and liabilities resulted in a net use of $125.6 million for the nine months ended September 30, 2025, as compared to a net source of $49.9 million for the nine months ended September 30, 2024.

The changes in operating assets and liabilities were impacted primarily by higher inventory balances and the purchase of tax credits for $38.4 million in the current year period, as well as payments of incentive-based compensation during the nine months ended September 30, 2025 that were accrued as of December 31, 2024.

Investing Activities.

Net cash used in investing activities for the six months ended June 30, 2025 was $242.1 million compared to $55.9 million of net cash used in investing activities for the six months ended June 30, 2024.

Net cash used in investing activities for the nine months ended September 30, 2025 was $398.4 million compared to $105.2 million of net cash used in investing activities for the nine months ended September 30, 2024.

Significant investing activities are as follows:

• We made a net fleet investment of $232.7 million during the six months ended June 30, 2025, compared to $46.0 million in the prior year period primarily due to higher proceeds from lease portfolio sales in the prior year period and the timing of fleet additions.

• We made a net fleet investment of $387.4 million during the nine months ended September 30, 2025, compared to $86.5 million in the prior year period primarily due to the timing of lease portfolio sales and fleet additions.

Our investment in the lease fleet primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases;

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Financing Activities.

Net cash provided by financing activities during the six months ended June 30, 2025 was $44.9 million compared to $108.7 million of net cash used in financing activities for the six months ended June 30, 2024.

Net cash provided by financing activities during the nine months ended September 30, 2025 was $80.4 million compared to $169.7 million of net cash used in financing activities for the nine months ended September 30, 2024.

Significant financing activities are as follows:

• During the six months ended June 30, 2025, we had total debt repayments of $904.9 million and total borrowings of $1,065.0 million, for net proceeds of $160.1 million, primarily from debt proceeds to support our investment in the lease fleet and for general corporate purposes.

During the six months ended June 30, 2024, we had total repayments of $1,759.9 million and total borrowings of $1,722.2 million, for net repayments of $37.7 million, primarily from the redemption of corporate debt, partially offset by debt proceeds to support our investment in the lease fleet and for general corporate purposes.

• We paid $50.4 million and $47.2 million in dividends to our common stockholders during the six months ended June 30, 2025 and 2024, respectively.

• During the six months ended June 30, 2025, we repurchased common stock totaling $39.0 million, resulting in a remaining authorization to repurchase up to $189.8 million of our common stock under the share repurchase program as of June 30, 2025.

Certain shares of stock repurchased during June 2025, totaling $0.2 million, were cash settled in July 2025 in accordance with normal settlement practices.

During the six months ended June 30, 2024, we repurchased common stock totaling $0.9 million under the share repurchase program.

• During the nine months ended September 30, 2025, we had total borrowings of $1,284.1 million and total debt repayments of $1,039.2 million, for net proceeds of $244.9 million, to support our investment in the lease fleet and for general corporate purposes.

During the nine months ended September 30, 2024, we had total repayments of $1,831.0 million and total borrowings of $1,762.4 million, for net repayments of $68.6 million, primarily from the redemption of corporate debt, partially offset by debt proceeds to support our investment in the lease fleet and for general corporate purposes.

• We paid $74.6 million and $70.1 million in dividends to our common stockholders during the nine months ended September 30, 2025 and 2024, respectively.

• During the nine months ended September 30, 2025, we repurchased common stock totaling $58.9 million, resulting in a remaining authorization to repurchase up to $169.8 million of our common stock under the share repurchase program as of September 30, 2025.

Certain shares of stock repurchased during September 2025, totaling $0.3 million, were cash settled in October 2025 in accordance with normal settlement practices.

During the nine months ended September 30, 2024, we repurchased common stock totaling $6.9 million under the share repurchase program.

Current Debt Obligations

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Ratio Covenant Actual at

June 30, 2025

September 30, 2025

Maximum leverage (1)

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No less than 2.25 to 1.00 5.77

(1) Defined as the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with June 30, 2025.

(2) Defined as the ratio of the difference of (A) consolidated EBITDA less (B) consolidated capital expenditures – operating and administrative to consolidated interest expense to the extent paid in cash, in each case for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with June 30, 2025.

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.

Please refer to Note 8 of the Consolidated Financial Statements for a description of our current debt obligations.

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Off Balance Sheet Arrangements

As of June 30, 2025, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $4.4 million, which support performance bonds related to certain railcar orders.

As of September 30, 2025, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $7.3 million, which support performance bonds related to certain railcar orders.

See Note 8 of the Consolidated Financial Statements for further information about our corporate revolving credit facility.

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This measure is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus net gains on lease portfolio sales and is reconciled to net cash provided by operating activities from continuing operations, the most directly comparable GAAP financial measure, in the following table.

Six Months Ended

Nine Months Ended

September 30,

(in millions)

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Contractual Obligations and Commercial Commitments

Except as described below, as of June 30, 2025, there have been no material changes to our contractual obligations from December 31, 2024.

Except as described below, as of September 30, 2025, there have been no material changes to our contractual obligations from December 31, 2024.

• In April 2025, we entered into an amended and restated term loan agreement to increase the aggregate amount of the TRL-2023 term loan from $323.4 million as of December 31, 2024 to $1.05 billion and to extend the maturity date to April 30, 2030.

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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 2. Management’s Discussion and Analysis