TRINITY INDUSTRIES INC 10-Q

Item 5. Other Information 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 Trinity Industries, Inc. (the “Company”), owned by the Company through the Company's direct wholly-owned subsidiary Trinity Industries Leasing Company (“TILC”), issued an aggregate principal amount of $498,580,000 of TRL-2025’s Series 2025-1 Class A Secured Green Standard Railcar Equipment Notes (the “Class A Notes”) and an aggregate principal amount of $36,660,000 of TRL-2025’s Series 2025-1 Class B Secured Green Standard Railcar Equipment Notes (the “Class B Notes” and together with the Class A Notes, the ”Notes”). The Notes were issued pursuant to a Master Indenture, dated October 28, 2025 (the “Indenture”) among TRL-2025, U.S. Bank Trust Company, National Association, as indenture trustee, and U.S. Bank National Association, as securities intermediary. The Indenture is supplemented by a Series 2025-1 Supplement dated October 28, 2025 (the “Indenture Supplement”). The Class A Notes bear interest at a fixed rate of 5.09 %, are payable monthly, and have a stated final maturity date of October 19, 2055. The Class B Notes bear interest at a fixed rate of 5.30 %, are payable monthly, and have a stated final maturity date of October 19, 2055. The Notes are obligations of TRL-2025 only. The Notes are secured by a portfolio of railcars and operating leases thereon acquired and owned by TRL-2025 (the “Railcar Portfolio”) and other assets of TRL-2025. The Notes were offered and sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons who are not U.S. persons in offers and sales that occur outside the United States in reliance on Regulation S under the Securities Act, pursuant to a note purchase agreement as described in the Company's Form 8-K filed October 20, 2025. While the stated final maturity of the Notes is October 19, 2055, the cash flows from TRL-2025's assets will be applied, pursuant to the payment priorities of the Indenture, so as to amortize the Notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the Notes will be repaid well in advance of their stated final maturity date. There can be no assurance, however, that such cash flow assumptions will be realized. In addition, the Notes may be subject to acceleration upon the occurrence of certain events of default under the Indenture, including a failure to pay interest on the Notes, and a failure of the Notes to amortize to the extent that, over time, the outstanding principal balance of the Notes were to eventually exceed the sum of the depreciated value of the Railcar Portfolio and the amounts on deposit in certain accounts of TRL-2025. The decision whether to accelerate or exercise other remedies against TRL-2025 and its assets will be under the control of holders representing a majority of the senior class of the outstanding principal balance of the Notes. TRL-2025 purchased the Railcar Portfolio directly from TILC and from TILC’s affiliates, Trinity Rail Leasing Warehouse Trust (“TRLWT”) and Trinity Rail Leasing 2010 LLC (“TRL-2010”). Net proceeds received from the railcars acquired in connection with the issuance of the Notes will be used (i) to repay approximately $ 259.0 million of borrowings under TRLWT’s secured warehouse credit facility, (ii) to redeem an aggregate principal amount of $ 133.8 million of TRL-2010’s Secured Railcar Equipment Notes, Series 2010-1, and (iii) for general corporate purposes. As noted above, the Notes are solely the obligations of TRL-2025. TILC has, however, entered into certain agreements relating to the transfer of the Railcar Portfolio to TRL-2025 and the management and servicing of TRL-2025's assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type. The foregoing description of the Indenture and the Indenture Supplement is a summary and is qualified in its entirety by the terms of the Indenture and the Indenture Supplement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Quarterly Report on Form 10-Q and incorporated by reference herein. Stock Trading Plan During the three months ended September 30, 2025, none of our directors or executive officers informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of SEC Regulation S-K. 49 Table of Contents Item 6. Exhibits NO. DESCRIPTION 10.1 Master Indenture dated October 28, 2025, by and among Trinity Rail Leasing 2025 LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (filed herewith). 10.2 Series 2025-1 Supplement dated October 28, 2025, by and among Trinity Rail Leasing 2025 LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (filed herewith). 31.1 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith). 31.2 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith). 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith). 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _____________________________ 50 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRINITY INDUSTRIES, INC. By: /s/ Eric R. Marchetto Registrant Eric R. Marchetto Executive Vice President and Chief Financial Officer October 30, 2025 51