What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 401 added, 447 removed, 1288 unchanged (40% of the section changed)

63 unchanged sentences

Selling, engineering, and administrative expenses 214.3 235.7 201.9

Manufacturing 32.8 30.5 29.1

Leasing & Services 77.0 62.0 59.1

Corporate & other 125.9 109.4 97.2

235.7 201.9 185.4

Gains on dispositions of property:

Gains on dispositions of property and other divestitures:

Lease portfolio sales 91.4 57.3 82.8

Gain on divestiture of partially-owned leasing subsidiary 194.2 — —

Other 5.2 6.0 6.8

14 unchanged sentences

( 7.2 ) ( 14.3 ) ( 13.4 )

Loss on sale of discontinued operations, net of benefit for income taxes of $ — , $ — , and $ 1.4

Net income 277.3 157.1 126.6

15 unchanged sentences

Diluted 82.9 84.2 83.4

Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc.

per common share due to rounding.

See accompanying notes to Consolidated Financial Statements.

16 unchanged sentences

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

Currency translation adjustments:

Reclassification adjustments for losses included in discontinued operations, net of tax benefit of $ — , $ — , and $ —

0.2 ( 14.8 ) ( 15.7 )

42 unchanged sentences

Retained earnings 1,081.5 1,054.1

Accumulated other comprehensive income (loss) ( 4.2 ) 11.0

Accumulated other comprehensive loss ( 4.2 ) ( 4.2 )

Treasury stock – shares at December 31, 2025 – 0.0 ;

15 unchanged sentences

Loss from discontinued operations, net of income taxes 7.2 14.3 13.4

Loss on sale of discontinued operations, net of income taxes — — 5.7

Adjustments to reconcile net income to net cash provided by operating activities − continuing operations:

3 unchanged sentences

Net gains on lease portfolio sales ( 91.4 ) ( 57.3 ) ( 82.8 )

Gain on divestiture of partially-owned leasing subsidiary ( 194.2 ) — —

Gains on dispositions of property and other assets ( 5.2 ) ( 3.3 ) ( 0.5 )

6 unchanged sentences

(Increase) decrease in receivables ( 15.5 ) ( 17.1 ) ( 24.6 )

(Increase) decrease in income tax receivable ( 25.1 ) 2.8 2.6

(Increase) decrease in inventories 7.1 208.1 ( 54.9 )

5 unchanged sentences

Net cash used in operating activities – discontinued operations ( 7.2 ) ( 14.3 ) ( 13.4 )

Net cash provided by (used in) operating activities 573.8 295.6 ( 12.8 )

Net cash provided by operating activities 359.7 573.8 295.6

Investing activities:

2 unchanged sentences

Capital expenditures – operating and administrative ( 45.6 ) ( 53.8 ) ( 41.3 )

Acquisitions, net of cash acquired — ( 62.2 ) ( 80.4 )

Proceeds from dispositions of property and other assets 15.4 20.6 19.9

Acquisitions, net of cash acquired — — ( 62.2 )

Restricted cash related to the divestiture of partially-owned subsidiary ( 16.8 ) — —

Proceeds from insurance recoveries — 3.7 5.1

Equity investments ( 3.9 ) ( 1.1 ) ( 15.5 )

Other — 3.6 —

Net cash used in investing activities – continuing operations ( 214.6 ) ( 363.0 ) ( 258.0 )

Payments related to sale of discontinued operations — — ( 2.7 )

Equity investments and other 11.4 ( 3.9 ) 2.5

Net cash used in investing activities ( 385.6 ) ( 214.6 ) ( 363.0 )

13 unchanged sentences

Interest paid $ 272.8 $ 271.4 $ 246.2

Income tax payments, net of refunds $ 54.6 $ 42.4 $ 19.3

Significant noncash investing and financing activities (See Note 6):

Divestiture of noncash net assets of Triumph Rail LLC $ 69.2 $ — $ —

Derecognition of Triumph Rail LLC noncontrolling interest $ 103.3 $ — $ —

Acquisition of RIV 2013 Rail Holdings LLC noncontrolling interest $ 159.2 $ — $ —

See accompanying notes to Consolidated Financial Statements.

9 unchanged sentences

Net income — — — 106.0 — — — 106.0 20.6 126.6

Other comprehensive income (loss) — — — — 36.7 — — 36.7 ( 0.3 ) 36.4

Other comprehensive loss — — — — ( 8.7 ) — — ( 8.7 ) ( 7.0 ) ( 15.7 )

Cash dividends declared on common stock (1)

3 unchanged sentences

Settlement of share-based awards, net 1.0 — 0.7 — — ( 0.3 ) ( 7.9 ) ( 7.2 ) — ( 7.2 )

Shares repurchased — — — — — ( 2.0 ) ( 51.8 ) ( 51.8 ) — ( 51.8 )

Accelerated share repurchase agreement — — 25.0 — — ( 0.8 ) ( 25.0 ) — — —

Retirement of treasury stock ( 0.3 ) — ( 8.0 ) — — 0.3 8.0 — — —

2 unchanged sentences

Net income — — — 138.4 — — — 138.4 18.7 157.1

Other comprehensive loss — — — — ( 8.7 ) — — ( 8.7 ) ( 7.0 ) ( 15.7 )

Other comprehensive income (loss) — — — — ( 15.2 ) — — ( 15.2 ) 0.4 ( 14.8 )

Cash dividends declared on common stock (1)

3 unchanged sentences

Settlement of share-based awards, net 0.9 — 1.3 — — ( 0.3 ) ( 10.5 ) ( 9.2 ) — ( 9.2 )

Shares repurchased — — — — — ( 0.6 ) ( 21.0 ) ( 21.0 ) — ( 21.0 )

Retirement of treasury stock ( 0.9 ) — ( 31.5 ) — — 0.9 31.5 — — —

2 unchanged sentences

Net income — — — 253.1 — — — 253.1 24.2 277.3

Other comprehensive income (loss) — — — — ( 15.2 ) — — ( 15.2 ) 0.4 ( 14.8 )

Other comprehensive income — — — — — — — — 0.2 0.2

Cash dividends declared on common stock (1)

1 unchanged sentence

Distributions to noncontrolling interest — — — — — — — — ( 20.5 ) ( 20.5 )

Acquisition of noncontrolling interest in RIV 2013, net of tax — — — ( 78.4 ) — — — ( 78.4 ) ( 80.8 ) ( 159.2 )

Divestiture of noncontrolling interest in Triumph — — — — — — — — ( 103.3 ) ( 103.3 )

Stock-based compensation expense — — 22.9 — — — — 22.9 — 22.9

12 unchanged sentences

The financial statements of Trinity Industries, Inc.

and Subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us") include the accounts of our wholly-owned subsidiaries and our 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.

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

All significant intercompany accounts and transactions have been eliminated.

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

Management's Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Our Reportable Segments

9 unchanged sentences

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.

5 unchanged sentences

Payments for our products and services are generally due within normal commercial terms.

The following is a description of principal activities from which we generate our revenue, separated by reportable segments.

See Note 2 for a description of principal activities from which we generate our revenue, separated by reportable segments.

See Note 5 for a further discussion regarding our reportable segments.

Railcar Leasing and Services Group

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

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

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

In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment.

Contingent rents are recognized when the contingency is resolved.

Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded in the Consolidated Balance Sheets.

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

See "Lease Accounting" below for additional information regarding sales-type leases as of December 31, 2024 and 2023.

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

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

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

Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group.

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 Leasing Group's revenues and are not eliminated in consolidation.

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 $ 9.6 million and $ 8.8 million as of December 31, 2024 and December 31, 2023, 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.

In connection with an acquisition that occurred during the first quarter of 2023, we evaluated whether we are acting as a principal or an agent for certain logistics services provided to a small number of customers.

During the fourth quarter of 2023, we concluded that we act as an agent in these transactions as we do not control the services before they are provided to the customer, and as a result, revenues that were previously recognized on a gross basis should be recognized on a net basis.

We elected to effect this accounting change on a prospective basis as it was not quantitatively or qualitatively material to our consolidated financial statements, and beginning in the fourth quarter of 2023, revenues associated with these services are now recognized on a net basis.

The accounting change had no effect on the Company's previously reported operating profit, net income, earnings per share, Consolidated Balance Sheets, or Consolidated Statements of Cash Flows.

Rail Products Group

Our railcar manufacturing business recognizes revenue related to new railcars at a point in time when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer.

Certain contracts for the sales of railcars include price adjustments based on changes to input costs;

this amount represents variable consideration for which we are generally unable to estimate the final consideration until the railcar is delivered.

Revenue related to sustainable railcar conversions is recognized over time as sustainable railcar conversions are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project.

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

We recorded contract assets of $ 3.4 million and $ 12.6 million as of December 31, 2024 and 2023, respectively.

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

We account for shipping and handling costs as activities to fulfill the promise to transfer the good;

as such, these fees are recorded in revenue.

The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.

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 December 31, 2024 and the percentage of the outstanding performance obligations as of December 31, 2024 expected to be delivered during 2025:

Unsatisfied performance obligations at December 31, 2024

Amount Percent expected to be delivered in 2025

(in millions)

Rail Products Group:

New railcars:

External customers $ 1,895.2

Leasing Group

$ 2,145.5 47.5 %

Sustainable railcar conversions $ 3.1 100.0 %

Railcar Leasing and Services Group:

Leasing and management $ 57.3 33.5 %

Maintenance services $ 4.8 100.0 %

The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2028.

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.

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.

Lease Accounting

We are the lessee of operating leases predominantly for office buildings and railcars, as well as manufacturing equipment and office equipment.

Our operating leases have remaining lease terms ranging from one year to twelve years , some of which include options to extend for up to five years , and some of which include options to terminate within one year .

Our operating leases have remaining lease terms ranging from one year to eleven years , some of which include options to extend for up to five years , and some of which include options to terminate within one year .

As of December 31, 2025, we had no material finance leases in which we were the lessee.

5 unchanged sentences

Operating lease expense $ 22.7 $ 21.8 $ 19.5

Short-term lease expense $ — $ — $ 0.4

Consolidated Statements of Cash Flows

23 unchanged sentences

Total operating lease liabilities $ 106.7

Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years .

The majority of our fleet operates on leases that earn fixed monthly lease payments.

Generally, lease payments are due at the beginning of the applicable month.

A portion of our fleet operates on per diem leases that earn usage-based variable lease payments.

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 December 31, 2024, 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.

Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets.

Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

The following table summarizes the impact of our leases in our Consolidated Statements of Operations:

Year Ended December 31,

2024 2023 2022

(in millions)

Operating lease revenues $ 786.3 $ 731.5 $ 679.4

Variable operating lease revenues $ 65.0 $ 68.7 $ 60.3

Interest income on sales-type lease receivables $ 0.7 $ 0.7 $ 0.7

Profit recognized at sales-type lease commencement (1)

$ — $ — $ 1.3

(1) Included in gains on dispositions of property – lease portfolio sales on our Consolidated Statements of Operations.

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

Thereafter 340.4

Total $ 2,571.6

(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

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

Thereafter 7.9

Unearned interest income ( 3.7 )

Net investment in sales-type leases (1)

(1) Included in other assets in our Consolidated Balance Sheets.

The liability method is used to account for income taxes.

13 unchanged sentences

As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions.

Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days.

Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days or when we become aware that a customer has experienced a deterioration in their financial condition.

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

During the year ended December 31, 2024, we recognized approximately $ 4.3 million of credit loss expense and wrote off $ 2.8 million related to our trade receivables that are in scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 12.8 million at December 31, 2023 to $ 14.3 million at December 31, 2024.

During the year ended December 31, 2025, we recognized approximately $ 10.6 million of credit loss expense and approximately $ 0.3 million of recoveries and other adjustments, and wrote off $ 1.0 million related to our trade receivables that are in scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 14.3 million at December 31, 2024 to $ 23.6 million at December 31, 2025.

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

30 unchanged sentences

If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-lived intangible asset is impaired by the amount of the excess.

As of both December 31, 2024 and 2023, indefinite-lived intangible assets, which are comprised of trade names of recently acquired businesses , totaled $ 11.2 million.

As of both December 31, 2025 and 2024, indefinite-lived intangible assets, which are comprised of trade names of acquired businesses , totaled $ 11.2 million.

As of October 1, 2025 and 2024, we completed our evaluations of each indefinite-lived intangible asset and determined that no impairment charges were necessary.

9 unchanged sentences

Consolidation is required for VIEs in which we are the primary beneficiary.

We have determined that we are the primary beneficiary for TRIP Holdings, RIV 2013, and Trinity Global Ventures.

We have determined that we are the primary beneficiary for TRIP Holdings and Trinity Global Ventures.

At December 31, 2025, the carrying value of our investments in these entities totaled $ 39.0 million.

Additionally, as a result of a December 2025 railcar partnership restructuring, RIV 2013 Rail Holdings LLC ("RIV 2013"), which was previously a consolidated variable interest entity in which we were the primary beneficiary, is now a wholly-owned subsidiary of the Company.

See Note 6 for further information regarding investments in which we have a controlling interest.

32 unchanged sentences

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss).

Other comprehensive net income (loss) consists of unrealized gains and losses on our derivative financial instruments and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss).

All components are shown net of tax.

1 unchanged sentence

Adopted in 2025

ASU 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No.

2023-07, "Improvements to Reportable Segment Disclosures," which improves disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses.

ASU 2023-07 requires disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM, the amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM, and interim period disclosure of all current ASC 280, Segment Reporting , annual disclosures about a reportable segment's profit or loss and assets.

We adopted ASU 2023-07 on a retrospective basis.

See Note 4 for our reportable segment disclosures, including significant segment expenses.

Not Yet Adopted

ASU 2023-09 – In December 2023, the FASB issued ASU No.

2 unchanged sentences

ASU 2023-09 is effective for public companies during annual reporting periods beginning after December 15, 2024 on a prospective basis, with an option for retrospective application.

We are currently evaluating the impact ASU 2023-09 will have on our income tax disclosures.

We adopted ASU 2023-09 on a prospective basis.

See Note 10 for our income tax disclosures.

Not Yet Adopted

ASU 2024-03 – In November 2024, the FASB issued ASU No.

6 unchanged sentences

We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

Management's Estimates

Actual results could differ from those estimates.

ASU 2025-06 – In September 2025, the FASB issued ASU No.

2025-06, "Targeted Improvements to the Accounting for Internal-Use Software," which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages.

Under this guidance, capitalization of eligible costs begins when management has authorized and committed to funding the software project and it is probable the project will be completed and the software will be used for the function intended.

ASU 2025-06 is effective for public companies during the annual reporting periods beginning after December 15, 2027 using a prospective approach, modified transition approach for in-process projects, or a retrospective approach.

Early adoption is permitted.

We are currently evaluating the impact ASU 2025-06 will have on our Consolidated Financial Statements.

Revenue associated with our railcar lease contracts is recognized in accordance with ASC 842, Leases .

Below is a description of principal activities from which we generate our revenue, separated by reportable segments.

Railcar Leasing and Services Group

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

Contingent rents are recognized when the contingency is resolved.

Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded in the Consolidated Balance Sheets.

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

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

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

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

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

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

Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group.

We recorded contract assets of $ 10.9 million and $ 9.6 million as of December 31, 2025 and 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.

The accounting change had no effect on the Company's previously reported operating profit, net income, earnings per share, Consolidated Balance Sheets, or Consolidated Statements of Cash Flows.

Rail Products Group

Certain contracts for the sales of railcars include price adjustments based on changes to input costs;

this amount represents variable consideration for which we are generally unable to estimate the final consideration until the railcar is delivered.

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 $ 4.9 million and $ 3.4 million as of December 31, 2025 and 2024, respectively.

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

We account for shipping and handling costs as activities to fulfill the promise to transfer the good;

as such, these fees are recorded in revenue.

The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.

Disaggregation of Revenue

We disaggregate our revenue from contracts with customers by major product or service line, as this depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors.

The following table presents our disaggregated revenues by major product or service line for each reportable segment:

Year Ended December 31,

2025 2024 2023

(in millions)

Railcar Leasing and Services Group:

Leasing and management $ 919.1 $ 867.8 $ 813.8

Maintenance services 247.4 234.0 170.1

Digital and logistics services 40.1 41.4 57.1

1,206.6 1,143.2 1,041.0

Rail Products Group:

Rail products 1,302.5 2,321.7 2,363.7

Parts & components 117.0 109.4 115.7

1,419.5 2,431.1 2,479.4

Elimination of intersegment revenues ( 469.2 ) ( 495.1 ) ( 537.1 )

Total consolidated revenues $ 2,156.9 $ 3,079.2 $ 2,983.3

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 December 31, 2025 and the percentage of the outstanding performance obligations as of December 31, 2025 expected to be delivered during 2026:

Unsatisfied performance obligations at December 31, 2025

Amount Percent expected to be delivered in 2026

(in millions)

Rail Products Group:

New railcars:

External customers $ 1,548.1

Leasing Group

$ 1,661.6 49 %

Sustainable railcar conversions $ 35.2 100 %

Railcar Leasing and Services Group:

Leasing and management $ 64.6 31 %

The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2028.

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 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 2035.

Lessor Accounting

Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years .

The majority of our fleet operates on full-service leases that earn fixed monthly lease payments.

Generally, lease payments are due at the beginning of the applicable month.

A portion of our fleet operates on per diem leases that earn usage-based variable lease payments.

For full-service leases, we do not separate lease components for our leased railcars from non-lease components, which are comprised of stand-ready maintenance obligations.

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

Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets.

Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

The following table summarizes the impact of our leases in our Consolidated Statements of Operations:

Year Ended December 31,

2025 2024 2023

(in millions)

Operating lease revenues $ 836.7 $ 786.3 $ 731.5

Variable operating lease revenues $ 65.3 $ 65.0 $ 68.7

Interest income on sales-type lease receivables $ 1.0 $ 0.7 $ 0.7

Profit recognized at sales-type lease commencement (1)

$ 1.1 $ — $ —

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

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

Thereafter 341.9

Total $ 2,440.7

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

Thereafter 15.2

Unearned interest income ( 7.7 )

Net investment in sales-type leases (1)

(1) Included in other assets in our Consolidated Balance Sheets.

Acquisitions and Discontinued Operations

1 unchanged sentence

In December 2022, we acquired Holden America, a manufacturer of market-leading multi-level vehicle securement and protection systems, gravity-outlet gates, and gate accessories for freight rail in North America.

The purchase agreement included minimum additional consideration of $ 10.0 million, which is payable in installments of $ 5.0 million per year in each of 2024 and 2025.

The purchase agreement included minimum additional consideration of $ 10.0 million, which was payable in installments of $ 5.0 million per year in each of 2024 and 2025.

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 total additional consideration, which is included in other liabilities in our Consolidated Balance Sheets, had an initial estimated fair value of $ 20.0 million as of December 31, 2023 and is remeasured at each reporting period using Level 3 inputs.

During the year ended December 31, 2024, the first 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 year ended December 31, 2024.

During the year ended December 31, 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.

As of December 31, 2024, the fair value of the additional consideration was $ 10.0 million, which was funded in February 2025.

Acquisition of RSI Logistics

In March 2023, we acquired RSI Logistics, a data-centric provider of proprietary software and logistics and terminal management solutions to the North American rail industry.

This transaction was recorded as a business combination within the Leasing Group, based on valuations of the acquired assets and liabilities at their acquisition date fair value using Level 3 inputs.

Based on our purchase price allocation, we recorded identifiable intangible assets of $ 35.7 million, goodwill of $ 25.6 million, and certain other assets and liabilities.

The identifiable intangible assets, with the exception of the trade name, which is considered an indefinite-lived intangible asset, are being amortized over their estimated useful lives, ranging from 5 years to 15 years.

See Note 8 for further information regarding goodwill and intangible assets.

Discontinued Operations

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Upon completion of the sale, the accounting requirements for reporting THP as a discontinued operation were met.

In connection with the sale, the Company agreed to indemnify Rush Hour Intermediate II, LLC ("Rush Hour") for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”).

In connection with the sale, the Company agreed to indemnify the buyer for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”).

Consequently, results from discontinued operations include certain legal expenses that are directly attributable to the highway products business.

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See Note 15 for further information regarding obligations retained in connection with the THP sale.

Additionally, during the year ended December 31, 2022, we recorded a loss on sale of discontinued operations of $ 5.8 million ($ 4.4 million, net of income taxes), which included a $ 2.7 million payment to Rush Hour representing a final working capital adjustment, as well as additional transaction costs incurred during the period.

Other discontinued operations

In addition to the THP activities disclosed above, results include certain amounts related to businesses previously disposed, including $ 1.3 million of loss on sale of discontinued operations, net of income taxes for the year ended December 31, 2022.

Derivative Instruments and Fair Value Measurements

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Interest Rate Hedges

Included in accompanying balance sheet

at December 31, 2024

AOCI – loss/(income)

Included in accompanying balance

sheet at December 31, 2025

Amount Interest

Asset/(Liability) Controlling Interest Noncontrolling

Asset/(Liability) AOCI – loss/(income)

($ in millions)

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2017 promissory notes – interest rate swap (2)

$ 372.5 2.31 % $ — $ —

TRL-2023 term loan (2)

$ 255.8 3.79 % $ — $ 3.0

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

$ 525.4 3.58 % $ — $ 6.0

TILC – TRL-2025 pre-issuance (3)

$ 100.0 3.21 % $ — $ ( 0.3 )

TRL-2023 term loan (4)

$ 774.4 3.57 % $ ( 6.7 ) $ 0.9

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

(2) In 2024, we entered into forward starting interest rate swaps to hedge a portion of the risk of potential interest rate increases in anticipation of a future debt issuance.

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

See Note 9 for further information.

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

In lieu of cash settlement, we incorporated the $ 6.7 million derivative liability into the terms of the new interest rate swaps, as described in footnote (4) below, resulting in off-market terms.

(3) In September 2025, we entered into a forward starting interest rate swap to hedge a portion of the risk of potential interest rate increases prior to the issuance of the Trinity Rail Leasing 2025 LLC ("TRL-2025") secured railcar equipment notes (the "TRL-2025 Notes"), which was completed in October 2025.

See Note 9 for further information.

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

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

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

Effect on interest expense – increase/(decrease)

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$ — $ ( 0.1 ) $ ( 0.1 ) $ —

Open hedges (1) :

2017 promissory notes – interest rate swap

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TRL-2023 term loan $ 0.3 $ ( 3.7 ) $ ( 2.2 ) $ 1.2

TILC $ — $ — $ — $ ( 0.4 )

TILC – TRL-2023 term loan pre-issuance $ 0.7 $ — $ — $ 1.4

TILC – TRL-2025 pre-issuance $ — $ — $ — $ ( 0.1 )

Open hedges (1) :

TRL-2023 term loan (2)

$ ( 4.3 ) $ — $ — $ ( 2.1 )

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

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

Foreign Currency Hedges

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(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 year ended December 31, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the new TILC warehouse loan facility.

See Note 9 for further information.

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

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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 December 31, 2024 and 2023, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy, except as described in Note 2.

See Note 2 for more information regarding fair value measurements involving Level 3 inputs resulting from acquisition activity.

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

See Note 9 for the estimated fair values of our debt instruments.

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Operating profit is the primary measure our CODM uses to assess performance and allocate resources to each of our reportable segments.

Gains and losses from the sale of property, plant, and equipment are included in the operating profit of each respective segment.

Gains and losses from the sale of property, plant, and equipment and other divestitures are included in the operating profit of each respective segment.

Our CODM does not consider restructuring activities when evaluating segment operating results;

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Railcar Leasing and Services Group Rail Products Group Total

External revenue $ 1,140.8 $ 1,938.4 $ 3,079.2

Intersegment revenue 2.4 492.7 495.1

External revenues $ 1,204.8 $ 952.1 $ 2,156.9

Intersegment revenues 1.8 467.4 469.2

Total revenues 1,206.6 1,419.5 2,626.1

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Gains on lease portfolio sales ( 91.4 ) *

Gain on divestiture of partially-owned leasing subsidiary ( 194.2 ) *

Other segment items (5)

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Railcar Leasing and Services Group Rail Products Group Total

External revenue $ 1,039.4 $ 1,943.9 $ 2,983.3

Intersegment revenue 1.6 535.5 537.1

External revenues $ 1,140.8 $ 1,938.4 $ 3,079.2

Intersegment revenues 2.4 492.7 495.1

Total revenues 1,143.2 2,431.1 3,574.3

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Other segment items (5)

287.6 ( 0.1 )

Segment operating profit $ 464.0 $ 189.4 $ 653.4

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Railcar Leasing and Services Group Rail Products Group Total

External revenue $ 850.0 $ 1,127.3 $ 1,977.3

Intersegment revenue 1.5 758.2 759.7

External revenues $ 1,039.4 $ 1,943.9 $ 2,983.3

Intersegment revenues 1.6 535.5 537.1

Total revenues 1,041.0 2,479.4 3,520.4

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Loss from discontinued operations, net of income taxes ( 7.2 ) ( 14.3 ) ( 13.4 )

Loss on sale of discontinued operations, net of income taxes — — ( 5.7 )

Net income $ 277.3 $ 157.1 $ 126.6

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Total $ 305.1 $ 293.8 $ 293.2 $ 794.9 $ 595.7 $ 710.1

Corporate and other assets are primarily composed of cash and cash equivalents, short-term marketable securities, certain property, plant, and equipment, and other assets.

Corporate and other assets are primarily composed of cash and cash equivalents, other assets, including right-of-use assets and assets associated with employee retirement plans, income tax receivable, and certain property, plant, and equipment.

We operate principally in North America.

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Partially-Owned Subsidiaries

Investments in Leasing Subsidiaries

Investment in Partially-owned Leasing Subsidiaries

Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors.

Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest.

Each is governed by a seven -member board of representatives, two of whom are designated by TILC.

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 December 31, 2024, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $ 130.4 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.

These investments in our partially-owned leasing subsidiaries are eliminated in consolidation.

TRIP Holdings is a direct, partially-owned subsidiary of TILC in which we have a controlling interest and, prior to the Exchange Transaction as defined and described below under “Railcar Partnership Restructuring”, RIV 2013 was also a direct, partially-owned subsidiary of TILC.

TRIP Holdings is governed by a seven -member board of representatives, two of whom are designated by TILC.

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

At December 31, 2025, the carrying value of our investment in TRIP Holdings totaled $ 36.3 million.

Our ownership interest in TRIP Holdings is 42.6 %, with the remaining interest owned by third-party, investor-owned funds.

The investment in TRIP Holdings is eliminated in consolidation.

Through the Exchange Transaction, our ownership in RIV 2013 increased from 30.5% to 100%, making it a wholly-owned subsidiary of TILC.

Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups.

TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail") and Tribute Rail LLC ("Tribute Rail").

TRIP Holdings has a wholly-owned subsidiary known as Tribute Rail LLC ("Tribute Rail") and, prior to the Exchange Transaction, had another wholly-owned subsidiary known as Triumph Rail LLC ("Triumph").

RIV 2013 has a wholly owned-subsidiary known as TRP 2021 LLC ("TRP-2021").

TILC is the contractual servicer for Triumph Rail, Tribute Rail, and TRP-2021, with the authority to manage and service each entity's owned railcars.

Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer.

TILC is the contractual servicer for Triumph, Tribute Rail, and TRP-2021, with the authority to manage and service each entity's owned railcars.

Our controlling interest in TRIP Holdings results from our combined role as both equity member and agent/servicer.

Prior to the Exchange Transaction, this same combined role resulted in our controlling interest in RIV 2013.

The noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries.

Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.

The assets of each of Triumph Rail, Tribute Rail, and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, Tribute Rail, and TRP-2021 have recourse only to the particular subsidiary's assets.

Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion.

TILC is paid fees for the services it provides to Triumph Rail, Tribute Rail, and TRP-2021 and has the potential to earn certain incentive fees.

There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.

Trinity has no obligation to guarantee performance under TRIP Holdings' (or Tribute Rail's) debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.

The assets of Tribute Rail may only be used to satisfy its liabilities, and the creditors of Tribute Rail have recourse only to its assets.

Each of TILC and the third-party equity investor receive distributions from TRIP Holdings, when available, in proportion to its respective equity interests, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion.

TILC is paid fees for the services it provides to Tribute Rail and has the potential to earn certain incentive fees.

There are no remaining equity commitments with respect to TRIP Holdings.

See Note 9 for additional information regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.

Railcar Partnership Restructuring

In December 2025, TILC completed a Sale and Exchange Agreement (the “Exchange Agreement”) with Napier Park Railcar Lease Fund LLC (“Napier Park”), a fund owned by Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform.

Pursuant to the Exchange Agreement, TILC exchanged a 42.36 % membership interest in Triumph for Napier Park’s 69.45 % membership interest in RIV 2013 (the “Exchange Transaction”).

As a result of the Exchange Transaction, TILC now owns 100% of the membership interests of RIV 2013 and Napier Park now owns 99.8 % of the membership interests of Triumph, with TILC retaining a 0.2 % membership interest in Triumph.

The divestiture of TILC’s 42.36 % membership interest in Triumph resulted in a deconsolidation of the Triumph entity in our Consolidated Financial Statements.

As Triumph did not represent a business, the divestiture was accounted for in accordance with ASC 610-20 and resulted in the recognition of a non-cash pre-tax gain of $ 194.2 million during the year ended December 31, 2025.

The gain was computed based on (i) the fair value of noncash consideration received in the form of Napier Park's 69.45 % membership interest in RIV 2013, net of a liability incurred, of $ 175.1 million, (ii) the derecognition of the net assets of Triumph of $ 85.0 million, (iii) the derecognition of the related non-controlling interest of $ 103.3 million, and (iv) the remeasurement of the 0.2 % retained interest in Triumph to fair value of $ 0.8 million.

The net assets primarily consisted of equipment on lease and long-term debt.

The gain is reflected in the gain on divestiture of partially-owned leasing subsidiary line of our Consolidated Statements of Operations and is included in the operating results of the Leasing Group.

Our retained 0.2 % membership interest in Triumph of $ 0.8 million is recorded as an investment in an unconsolidated subsidiary.

We concluded that TILC does not have significant influence over Triumph subsequent to the Exchange Transaction;

therefore, our investment will be accounted for using the measurement alternative under ASC 321, Investments–Equity Securities .

Our acquisition of Napier Park’s 69.45 % membership interest in RIV 2013 was accounted for as an equity transaction in accordance with ASC 810, Consolidation , as it represented an increase in our ownership of a consolidated subsidiary while retaining control .

We recognized a net reduction to retained earnings of $ 78.4 million, which is the excess of the $ 181.6 million fair value of our 42.36 % interest in Triumph transferred above the $ 80.8 million carrying value of Napier Park’s 69.45 % noncontrolling interest, and is net of a $ 22.4 million deferred tax adjustment.

The impacts of the Exchange Transaction are reflected in our Consolidated Financial Statements as of and for the year ended December 31, 2025.

Net income attributable to noncontrolling interest in our Consolidated Statements of Operations for the year ended December 31, 2025 includes noncontrolling interest allocations related to Triumph and RIV 2013 through the transaction date.

In addition, we recorded a $ 6.5 million payable to Napier Park, representing a final working capital adjustment, which is included in other liabilities in our Consolidated Balance Sheets as of December 31, 2025 and is expected to settle in 2026.

The financial results of RIV 2013 will continue to be consolidated in our Consolidated Financial Statements but will no longer be subject to a noncontrolling interest adjustment as a result of the Exchange Transaction.

Other Investment in Consolidated Affiliate

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Trinity Global Ventures is owned 51.0 % by Trinity Rail Group, LLC ("Trinity Rail Group"), a wholly-owned subsidiary of the Company, and 49.0 % by the third party.

Upon consideration under the VIE model of ASC 810, Consolidation , Trinity has concluded that Trinity Global Ventures meets the definition of a VIE.

Upon consideration under the VIE model of ASC 810, Trinity has concluded that Trinity Global Ventures meets the definition of a VIE.

Trinity Rail Group has a variable interest in Trinity Global Ventures arising from its 51.0 % equity ownership position.

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TILC services all railcars owned by Signal Rail.

In May 2024, TILC and certain of its subsidiaries sold a portfolio comprised of 1,315 railcars and related leases to Signal Rail for an aggregate sales price of approximately $ 142.8 million.

During the year ended December 31, 2024, TILC recognized a gain of approximately $ 18.8 million on the sale and approximately $ 1.4 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases.

In connection with the sale, TILC contributed $ 2.0 million of cash to Signal Rail.

Signal Rail financed the May 2024 purchase primarily through an asset-backed securitization.

To date, TILC has sold 7,775 railcars and related leases to Signal Rail for an aggregate sales price of $ 741.4 million.

Upon consideration under the VIE model of ASC 810, Consolidation , Trinity has concluded that Signal Rail meets the definition of a VIE.

In November 2025, TILC and certain of its subsidiaries sold a portfolio of 990 railcars and related leases to Signal Rail for approximately $ 117.4 million.

Signal Rail combined these railcars with a portfolio previously acquired from TILC in August 2022 and refinanced the combined portfolio through an asset-backed securitization, which repaid the existing term loan.

During the year ended December 31, 2025, TILC recognized a gain of approximately $ 14.8 million on the portfolio sale, and $ 1.2 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases.

As a result of the refinancing, TILC received a $ 6.3 million equity distribution, which was recorded as a reduction to the carrying value of our investment in Signal Rail.

Upon consideration under the VIE model of ASC 810, Trinity has concluded that Signal Rail meets the definition of a VIE.

TILC has variable interests in Signal Rail arising from its 11.8 % equity ownership position and its role as a service provider.

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

Railcar Leasing and Services Group

The Railcar Leasing and Services Group owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services;

railcar maintenance and modification services;

and other railcar logistics products and services.

Information related to the Leasing Group is as follows:

Year Ended December 31, Percent Change

2024 2023 2022 2024 versus 2023

2023 versus 2022

($ in millions)

Leasing and management $ 867.8 $ 813.8 $ 756.4 6.6 % 7.6 %

Maintenance services (1)

234.0 170.1 80.9 37.6 % 110.3 %

Digital and logistics services 41.4 57.1 14.2 ( 27.5 ) % 302.1 %

Total revenues $ 1,143.2 $ 1,041.0 $ 851.5 9.8 % 22.3 %

Cost of revenues (2)

665.2 630.3 527.9 5.5 % 19.4 %

Selling, engineering, and administrative expenses 77.0 62.0 59.1 24.2 % 4.9 %

Gains on dispositions of property:

Lease portfolio sales (3)

57.3 82.8 127.5 * *

Other 5.7 6.0 9.8 * *

Total operating profit $ 464.0 $ 437.5 $ 401.8 6.1 % 8.9 %

Total operating profit margin 40.6 % 42.0 % 47.2 %

Total operating profit margin, excluding lease portfolio sales 35.6 % 34.1 % 32.2 %

Selected expense information for Company-owned railcars (4) :

Depreciation and amortization expense (5)

$ 240.1 $ 238.5 $ 234.4 0.7 % 1.7 %

Maintenance and compliance expense (6)

$ 131.8 $ 130.5 $ 112.1 1.0 % 16.4 %

Other fleet operating costs (7)

$ 32.3 $ 31.5 $ 46.6 2.5 % ( 32.4 ) %

Interest expense (8)

$ 234.4 $ 227.2 $ 186.7 3.2 % 21.7 %

* Not meaningful

(1) Revenues related to services performed by the maintenance services business on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group and are excluded from the totals reported on this line.

(2) Includes depreciation and amortization expense, maintenance and compliance expense, and other fleet operating costs related to our lease fleet, as well as operating costs for our maintenance services and digital and logistics services businesses.

(3) Includes $ 1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022.

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

(5) Depreciation and amortization expense includes $ 5.6 million and $ 12.1 million for the years ended December 31, 2023 and 2022, respectively, related to the disposal of certain railcar components associated with our sustainable railcar conversion program.

There were no disposals under this program during the year ended December 31, 2024.

Additionally, depreciation and amortization expense includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, resulting in the recognition of depreciation expense based on the original cost of the railcars and services.

(6) Maintenance and compliance expense is reported at cost with respect to the services performed by our maintenance services business to support the railcars in our lease fleet.

(7) Other fleet operating costs include freight, storage, rent, and ad valorem taxes.

(8) Interest expense is not a component of operating profit and includes the effect of hedges.

Information related to lease portfolio sales is as follows:

Year Ended December 31,

2024 2023 2022

($ in millions)

Lease portfolio sales $ 360.7 $ 381.8 $ 750.7

Operating profit on lease portfolio sales (1)

$ 57.3 $ 82.8 $ 126.2

Operating profit margin on lease portfolio sales 15.9 % 21.7 % 16.8 %

(1) Excludes $ 1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022.

Railcar Leasing Equipment Portfolio.

The Leasing Group's equipment consists primarily of railcars leased by third parties.

The Leasing Group purchases equipment manufactured predominantly by the Rail Products Group and enters into lease contracts with third parties with terms generally ranging between one year and ten years .

The Leasing Group primarily enters into full-service operating leases.

Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:

2025 2026 2027 2028 2029 Thereafter Total

(in millions)

Future contractual minimum rental revenues $ 702.6 $ 577.2 $ 450.4 $ 296.1 $ 177.9 $ 339.2 $ 2,543.4

Wholly-owned subsidiaries.

The Leasing Group’s debt at December 31, 2024 consisted primarily of non-recourse debt.

As of December 31, 2024, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,607.3 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at December 31, 2024 was $ 340.8 million.

See Note 9 for more information regarding the Leasing Group's debt.

Partially-owned subsidiaries.

Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is non-recourse to Trinity and TILC.

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

As of December 31, 2024, TRIP Holdings held equipment with a net book value of $ 1,007.0 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries.

As of December 31, 2024, TRP-2021 equipment with a net book value of $ 409.0 million is pledged solely as collateral for the TRP-2021 debt.

See Note 5 for a description of TRIP Holdings and RIV 2013 and their respective subsidiaries.

Operating Lease Obligations.

Future amounts due as well as future contractual minimum rental revenues related to the Leasing Group's railcar operating lease obligations are as follows:

2025 2026 2027 2028 2029 Thereafter Total

(in millions)

Future operating lease obligations

$ 8.6 $ 8.2 $ 7.5 $ 5.0 $ 1.7 $ 5.1 $ 36.1

Future contractual minimum rental revenues

$ 12.4 $ 9.6 $ 3.5 $ 1.0 $ 0.5 $ 1.2 $ 28.2

Property, Plant, and Equipment

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Total property, plant, and equipment, net $ 6,621.3 $ 6,988.1

(1) The Leasing Group’s debt at December 31, 2025 consisted primarily of non-recourse debt.

As of December 31, 2025, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,681.7 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at December 31, 2025 was $ 830.7 million.

See Note 9 for more information regarding the Leasing Group's debt.

(2) The net book values of our wholly-owned and partially-owned subsidiaries reflect the acquisition of the noncontrolling interest in RIV 2013 and the divestiture of Triumph as of December 31, 2025.

See Note 6 for further information.

(3) Debt owed by TRIP Holdings and its subsidiary is non-recourse to Trinity and TILC.

Creditors of each of TRIP Holdings and its subsidiary have recourse only to the particular subsidiary's assets.

As of December 31, 2025, Tribute Rail held equipment with a net book value of $ 372.2 million, which is pledged solely as collateral for the Tribute Rail debt.

See Note 6 for a description of TRIP Holdings and its subsidiary.

(4) Includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments.

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We lease certain equipment and facilities under operating leases.

See Note 1 for future operating lease obligations on operating and administrative leases.

See Note 1 and Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with our lease fleet.

See Note 1 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with our lease fleet, as well as future operating lease obligations on operating and administrative leases.

Goodwill and Intangible Assets

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Revolving credit facility $ — $ — $ — $ —

Senior notes due 2024, net of unamortized discount of $ — and $ 0.1

— — 399.9 394.5

Senior notes due 2028, inclusive of unamortized premium of $ 3.1 and $ 4.3

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2010 secured railcar equipment notes — — 150.0 148.5

2010 secured railcar equipment notes 150.0 148.5 181.2 176.5

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

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216.6 214.5 223.7 215.8

TRL-2023 term loan 323.4 323.4 334.5 334.5

TRL-2023 term loan, net of unamortized discount of $ 0.6 and $ —

1,031.9 1,031.9 323.4 323.4

2025 secured railcar equipment notes, net of unamortized discount of $ 0.1 and $ —

532.1 535.2 — —

TRP-2021 secured railcar equipment notes (1) , net of unamortized discount of $ — and $ —

303.8 292.5 — —

Other equipment financing 47.6 47.9 50.0 50.0

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Partially-owned subsidiaries:

TRP-2021 secured railcar equipment notes, net of unamortized discount of $ — and $ —

319.6 296.9 335.1 296.3

Triumph Rail secured railcar equipment notes, net of unamortized discount of $ 0.1 and $ 0.1

Triumph secured railcar equipment notes, net of unamortized discount of $ — and $ 0.1

— — 469.4 437.1

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271.3 270.9 287.8 285.0

TRP-2021 secured railcar equipment notes (1) , net of unamortized discount of $ — and $ —

— — 319.6 296.9

271.3 270.9 1,076.8 1,019.0

unamortized debt issuance costs ( 0.7 ) ( 5.0 )

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Total debt $ 5,442.5 $ 5,437.9 $ 5,690.9 $ 5,593.0

The estimated fair values of our 7.75 % senior notes due 2028 ("Senior Notes due 2028") and our 4.55 % senior notes due 2024 ("Senior Notes due 2024") are based on a quoted market price in a market with little activity (Level 2 input).

(1) TRP-2021 secured railcar equipment notes were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 as of December 31, 2025.

See Note 6 for further information.

The estimated fair value of our 7.75 % senior notes due 2028 ("Senior Notes due 2028") is based on a quoted market price in a market with little activity (Level 2 input).

The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs).

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Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 7.3 million, leaving $ 592.7 million available for borrowing as of December 31, 2025.

Our outstanding letters of credit as of December 31, 2024 are scheduled to expire beginning in April 2025.

Our letters of credit obligations support performance bonds related to certain railcar orders.

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

The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.75 %, for an all-in interest rate of 5.61 % as of December 31, 2025.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.25 % as of December 31, 2025).

The maturity date for the revolving credit facility is July 25, 2027.

The revolving credit facility places certain restrictions on the Company and its subsidiaries, including, but not limited to, the ability to incur additional indebtedness and guarantee indebtedness;

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Interest on the Additional Senior Notes is payable semiannually commencing July 15, 2024.

We incurred $ 3.0 million in debt issuance costs from the issuance of the Additional Senior Notes, which will be amortized to interest expense over the term of the Senior Notes due 2028.

Net proceeds received from the issuance, together with cash on hand, were used to repay $ 400.0 million of our Senior Notes due 2024, as described below, and to pay related fees, costs, premiums, and expenses in connection with the issuance.

The Senior Notes due 2028 rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility.

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Our Senior Notes due 2028 are fully and unconditionally and jointly and severally guaranteed by each of our domestic subsidiaries that is a guarantor under our revolving credit facility.

Senior Notes Due 2024 – In September 2014, we issued $ 400.0 million aggregate principal amount of 4.55 % senior notes due October 2024.

In June 2024, we redeemed in full $ 400.0 million aggregate principal amount of our 4.55 % senior notes due 2024.

Additionally, in connection with the redemption of the Senior Notes due 2024, during the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $ 0.1 million, which related to the write-off of unamortized discount and debt issuance costs.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2024.

As a result of the redemption of the Senior Notes due 2024, we are no longer required to report supplemental guarantor financial information in this Annual Report on Form 10-K.

Wholly-owned leasing subsidiaries

TILC Warehouse Loan Facility – TILC has historically maintained a warehouse loan facility to finance railcars owned by TILC.

In March 2024, we entered into a new warehouse loan facility with a total commitment amount of $ 800.0 million, a revolving termination date of March 15, 2027, and a maturity date of March 15, 2028.

This warehouse loan facility replaced the prior $ 1.0 billion warehouse loan facility.

We incurred $ 3.9 million in debt issuance costs, which are recorded in other assets in our Consolidated Balance Sheets as of December 31, 2024, and are being amortized to interest expense over the facility term.

Wholly-owned leasing subsidiaries – Non-recourse

A description of the debt of our wholly-owned leasing subsidiaries as of December 31, 2025 is as follows:

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

During the year ended December 31, 2025, we had total borrowings of $ 389.5 million and total repayments of $ 495.6 million under the TILC warehouse loan facility.

Of the remaining unused facility amount of $ 215.4 million, $ 167.9 million was available as of December 31, 2024 based on the amount of warehouse-eligible, unpledged equipment.

The entire unused facility amount of $ 321.5 million was available as of December 31, 2025 based on the amount of warehouse-eligible, unpledged equipment.

The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust.

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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 5.62 % at December 31, 2025.

TRL VII – In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (the “TRL VII Notes”).

In May 2024, with the net proceeds of the TRL-2024 Notes, as described below, we redeemed in full the TRL VII Notes, of which $ 94.1 million was outstanding at the redemption date.

The all-in interest rate for the TRL VII Notes was 6.66 % per annum.

In connection with the redemption of the TRL VII Notes, during the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $ 1.4 million, which included a $ 0.6 million early redemption premium and a write-off of $ 0.8 million in unamortized debt issuance costs.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2024.

TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"), of which $ 150.0 million was outstanding as of December 31, 2024.

The TRL-2010 Notes bear interest at a fixed rate of 5.19 %, are payable monthly, and have a stated final maturity date of October 16, 2040.

The TRL-2010 Notes are obligations of TRL-2010 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-2010.

Our warehouse loan facility has a revolving termination date of March 15, 2027 and a maturity date of March 15, 2028.

In October 2025, with the net proceeds of the TRL-2025 Notes described below, we redeemed in full 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.

In connection with the redemption of the TRL-2010 Notes, during the year ended December 31, 2025, we recognized a loss on extinguishment of debt of $ 0.6 million, which related to the write-off of unamortized debt issuance costs.

This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2025.

TRL-2017 – Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $ 302.4 million of promissory notes (the "Original 2017 Promissory Notes") due May 15, 2024.

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In July 2020, TRL-2017 issued an additional $ 225.0 million of promissory notes pursuant to a provision contained in its existing Amended and Restated Loan Agreement dated November 8, 2018 (together with previously-issued promissory notes, the "2017 Promissory Notes").

As of December 31, 2024, $ 632.8 million of the 2017 Promissory Notes was outstanding.

In February 2023, we amended the Amended and Restated Loan Agreement and the TRL-2017 interest rate swap agreements to transition the benchmark rate from LIBOR to one-month term SOFR plus a benchmark adjustment.

The Company elected to apply the optional accounting expedient under ASC 848, Reference Rate Reform , for hedging relationships affected by reference rate reform.

The 2017 Promissory Notes bear interest at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50 %, for an all-in interest rate of 6.01 % as of December 31, 2024, and are payable monthly.

The 2017 Promissory Notes are obligations of TRL-2017 and are non-recourse to Trinity.

The 2017 Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2017.

In April 2025, with the net proceeds of the TRL-2023 term loan agreement described below, we redeemed in full the 2017 Promissory Notes, of which $ 616.0 million was outstanding at the redemption date.

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

In connection with the redemption of the 2017 Promissory Notes, during the year ended December 31, 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.

TRL-2018 – In June 2018, Trinity Rail Leasing 2018, LLC, a Delaware limited liability company ("TRL-2018") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 482.5 million in Secured Railcar Equipment Notes (the "TRL-2018 Secured Railcar Equipment Notes").

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The TRL-2024 Notes are payable monthly and have a stated final maturity date of May 19, 2054.

We incurred $ 4.4 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2024 Notes.

The TRL-2024 Notes are obligations of TRL-2021 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-2021.

Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2024 Notes were used to repay approximately $ 218.9 million of borrowings under TILC's warehouse loan facility;

to redeem the outstanding debt of TRL VII, as described above;

and for general corporate purposes.

TRL-2022 – In April 2022, Trinity Rail Leasing 2022 LLC, a Delaware limited liability company ("TRL-2022") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $ 244.8 million of its Series 2022-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2022 Notes").

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The TRL-2023 term loan was established to finance railcars and related operating leases thereon purchased by TRL-2023 from TILC and TILC's warehouse loan facility.

The TRL-2023 term loan bears interest at a variable rate of daily simple SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.80 %, for an all-in interest rate of 6.36 % as of December 31, 2024.

The TRL-2023 term loan has a stated maturity date of June 12, 2028.

In April 2025, TRL-2023 entered into an amended and restated term loan agreement (the “TRL-2023 term loan agreement”) to (i) increase the aggregate amount of the term loan from $ 320.7 million as of March 31, 2025 to $ 1.05 billion;

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

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

The TRL-2023 term loan agreement, of which $ 1,032.5 million was outstanding as of December 31, 2025, bears an all-in interest rate of 5.22 % at December 31, 2025.

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

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

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

Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $ 616.0 million of 2017 Promissory Notes, as described above;

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

and for general corporate purposes.

TRL-2025 – In October 2025, TRL-2025 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, of which $ 495.6 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 5.09 %.

The TRL-2025 Class B Notes, of which $ 36.6 million was outstanding as of December 31, 2025, 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.

We incurred $ 5.5 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2025 Notes.

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.

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 above;

and for general corporate purposes.

TRP-2021 – In June 2021, TRP-2021 issued an aggregate principal amount of (i) $ 334.0 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the “TRP-2021 Class A Notes”) and (ii) $ 21.0 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the “TRP-2021 Class B Notes”) (the TRP-2021 Class A Notes and the TRP-2021 Class B Notes are, collectively, the “TRP-2021 Notes”).

The TRP-2021 Class A Notes, of which $ 282.8 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 2.07 %.

The TRP-2021 Class B Notes, of which $ 21.0 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 3.06 %.

The TRP-2021 Notes are payable monthly, and have a stated final maturity date of June 15, 2051.

The TRP-2021 Notes are non-recourse to Trinity, TILC, and RIV 2013 and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and other assets owned by TRP-2021.

Previously, TRP-2021 was a partially-owned leasing subsidiary.

As of December 31, 2025, as a result of a railcar partnership restructuring, TRP-2021 is a wholly-owned leasing subsidiary.

See Note 6 of the Consolidated Financial Statements for additional information regarding this transaction.

Other equipment financing – In December 2023, TILC sold to a third party, and subsequently leased back, certain railcars for total proceeds of $ 52.3 million.

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As of December 31, 2025, the carrying value of the financing liability was $ 47.6 million.

Partially-owned leasing subsidiaries

Triumph Rail – In June 2021, Triumph Rail issued an aggregate principal amount of (i) $ 535.0 million of its Series 2021-2 Class A Green Secured Railcar Equipment Notes (the “Triumph Class A Notes”) and (ii) $ 25.4 million of its Series 2021-2 Class B Green Secured Railcar Equipment Notes (the “Triumph Class B Notes”) (the Triumph Class A Notes and the Triumph Class B Notes are, collectively, the “Triumph Notes”).

The Triumph Class A Notes, of which $ 444.1 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 2.15 %.

The Triumph Class B Notes, of which $ 25.4 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 3.08 %.

The Triumph Notes are payable monthly, and have a stated final maturity date of June 15, 2051.

The Triumph Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings, and are secured by Triumph Rail's portfolio of railcars and operating leases thereon, its cash reserves, and other assets owned by Triumph Rail.

Loss on extinguishment of debt – During the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $ 1.5 million, which primarily related to a early redemption premium and the write-off of unamortized debt issuance costs in connection with the redemption of the Trinity Rail Leasing VII LLC secured railcar equipment notes.

This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2024.

Partially-owned leasing subsidiaries – Non-recourse

Triumph – In June 2021, Triumph issued an aggregate principal amount of $ 560.4 million of its Series 2021-2 Green Secured Railcar Equipment Notes.

In December 2025, as a result of a railcar partnership restructuring, Triumph and its related debt are no longer included in our Consolidated Financial Statements.

See Note 6 for further information.

A description of the debt of our partially-owned leasing subsidiary as of December 31, 2025 is as follows:

Tribute Rail – In May 2022, Tribute Rail issued an aggregate principal amount of (i) $ 290.0 million of its Series 2022-1 Class A Green Secured Railcar Equipment Notes (the “Class A Notes”) and (ii) $ 37.0 million of its Series 2022-1 Class B Green Secured Railcar Equipment Notes (the “Class B Notes”) (the Class A Notes and the Class B Notes are, collectively, the “Tribute Rail Notes”).

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The Tribute Rail Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings, and are secured by Tribute Rail's portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by Tribute Rail.

The TRP-2021 Class A Notes, of which $ 298.6 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 2.07 %.

The TRP-2021 Class B Notes, of which $ 21.0 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 3.06 %.

The TRP-2021 Notes are payable monthly, and have a stated final maturity date of June 15, 2051.

The TRP-2021 Notes are non-recourse to Trinity, TILC, RIV 2013, and the other equity investors in RIV 2013, and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and other assets owned by TRP-2021.

During the year ended December 31, 2022, we recognized a loss on extinguishment of debt of $ 1.5 million, which related to the write-off of unamortized debt issuance costs in connection with the repayment of TRIP Railcar Co.

LLC's outstanding term loan agreement.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2022.

Triumph Rail and Tribute Rail are wholly-owned subsidiaries of TRIP Holdings, and TRP-2021 is a wholly-owned subsidiary of RIV 2013.

TRIP Holdings and RIV 2013 are partially-owned subsidiaries of the Company, through its wholly-owned subsidiary, TILC.

Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively.

Tribute Rail is a wholly-owned subsidiary of TRIP Holdings.

TRIP Holdings is a partially-owned subsidiary of the Company, through its wholly-owned subsidiary, TILC.

Our ownership interest in TRIP Holdings is 42.6 %.

See Note 6 for further information.

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(in millions)

Recourse – Corporate:

Senior notes due 2028 $ — $ — $ 600.0 $ — $ — $ — $ 600.0

Non-recourse – lease fleet (Note 6):

Non-recourse – lease fleet:

TILC warehouse facility 15.0 15.0 5.0 — — — 35.0

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2018 secured railcar equipment notes 14.4 18.1 311.9 — — — 344.4

2017 promissory notes 632.8 — — — — — 632.8

2019 secured railcar equipment notes 676.4 — — — — — 676.4

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2022 secured railcar equipment notes 8.1 8.2 8.2 192.1 — — 216.6

2022 secured railcar equipment notes 6.7 8.1 8.2 8.2 192.5 — 223.7

TRL-2023 term loan 31.6 34.3 34.3 34.3 898.0 — 1,032.5

Other equipment financing 2.4 2.5 2.7 2.8 3.0 36.6 50.0

2025 secured railcar equipment notes 15.4 13.3 14.3 11.2 18.4 459.6 532.2

TRP-2021 secured railcar equipment notes 17.2 286.6 — — — — 303.8

Triumph Rail secured railcar equipment notes 29.1 23.3 417.1 — — — 469.5

Other equipment financing 2.5 2.7 2.8 3.0 3.2 33.4 47.6

Tribute Rail secured railcar equipment notes 271.3 — — — — — 271.3

Total principal payments $ 1,096.1 $ 680.4 $ 1,679.8 $ 259.0 $ 938.0 $ 813.2 $ 5,466.5

The components of income from continuing operations before income taxes are as follows:

Year Ended December 31,

2025 2024 2023

(in millions)

Domestic $ 365.0 $ 212.9 $ 137.2

Foreign 10.4 8.9 11.8

Income from continuing operations before income taxes $ 375.4 $ 221.8 $ 149.0

The components of the provision (benefit) for income taxes from continuing operations are as follows:

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Year Ended December 31, 2025

2024 2023 2022

Statutory rate 21.0 % 21.0 % 21.0 %

Amount Percent

($ in millions)

federal statutory income tax rate $ 78.8 21.0 %

State and local income tax, net of federal income tax effect (1)

Foreign tax effects:

Withholding taxes 3.0 0.8

Other ( 0.7 ) ( 0.2 )

Withholding taxes 3.7 1.0

Foreign tax credits ( 8.3 ) ( 2.2 )

Other ( 1.8 ) ( 0.5 )

Changes in valuation allowances 3.0 0.8

Nontaxable or nondeductible items:

Noncontrolling interest in partially‑owned subsidiaries ( 5.1 ) ( 1.4 )

Other 2.8 0.8

Other adjustments 1.6 0.4

Effective tax rate $ 90.9 24.2 %

(1) State taxes in Illinois and California made up the majority (greater than 50%) of the tax effect in this category.

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.

These changes were incorporated into our provision for income taxes for the year ended December 31, 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 year ended December 31, 2025.

As previously disclosed and prior to the adoption of ASU 2023-09, the provision for income taxes from continuing operations results in effective tax rates that differ from the statutory rates.

The following is a reconciliation between the statutory U.S.

federal income tax rate and our effective income tax rate on income before income taxes:

Year Ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

Foreign branch taxes 1.1 1.8

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Other, net 0.5 ( 0.6 )

Effective rate 22.7 % 6.0 % 21.8 %

Effective tax rate 22.7 % 6.0 %

During the year ended December 31, 2023, one of our partially-owned subsidiaries released residual tax effects that had previously been recorded in AOCI.

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We also adjust our deferred balances based upon changes in tax laws and rates during the period in which those laws and rates are enacted, as well as adjusting for acquisition and disposition activity of businesses.

As a result of our changes in apportionment, tax law changes, and business additions, we recorded a non-cash, deferred tax expense of $ 0.9 million, a benefit of $ 10.6 million, and an expense of $ 0.7 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The tax provisions for the years ended December 31, 2024, 2023, and 2022 also reflect a benefit for a net adjustment to our valuation allowances of $ 1.8 million, $ 3.2 million, and $ 1.1 million, respectively, primarily for deferred tax assets in Mexico, state tax loss carryforwards, state reserves, and federal tax credits.

Income (loss) from continuing operations before income taxes for the years ended December 31, 2024, 2023, and 2022 was $ 212.9 million, $ 137.2 million, and $ 127.1 million, respectively, for U.S.

operations, and $ 8.9 million, $ 11.8 million, and $( 0.6 ) million, respectively, for foreign operations.

During 2025, the state of Illinois changed its tax laws, resulting in a one-time, non-cash deferred tax expense of $ 4.8 million.

As a result of our changes in apportionment, tax law changes, and business additions, we recorded a non-cash, deferred tax expense of $ 5.1 million, an expense of $ 0.9 million, and a benefit of $ 10.6 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The tax provision for the year ended December 31, 2025 reflects an expense for an adjustment in our valuation allowance of $ 3.3 million primarily for foreign tax credit, state tax carryforwards, and general business tax credits.

The tax provisions for the years ended December 31, 2024 and 2023 reflect a benefit for a net adjustment to our valuation allowances of $ 1.8 million and $ 3.2 million, respectively, primarily for deferred tax assets in Mexico, state tax loss carryforwards, state reserves, and federal tax credits.

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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Right-of-use assets 20.5 21.5

Equity items — 3.5

Accrued liabilities and other 1.7 7.0

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Net deferred tax liability $ 1,126.8 $ 1,074.0

At December 31, 2024, we had $ 19.0 million of tax-effected state loss carryforwards and $ 11.7 million of net federal and state credits remaining.

At December 31, 2025, we had $ 326.1 million of federal tax loss carryforwards, $ 17.9 million of tax-effected state loss carryforwards that generally expire between the years 2026 and 2045, and $ 20.7 million of net federal and state credits remaining.

We have established valuation allowances for federal, state, and foreign tax operating losses and credits that we have estimated may not be realizable.

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We believe we are appropriately reserved for any potential matters.

Unrecognized tax benefits

The change in unrecognized tax benefits was as follows:

Income taxes paid, net of refunds

The components of income taxes paid, net of refunds, are as follows:

Year Ended December 31, 2025

2024 2023 2022

(in millions)

Beginning balance $ 1.0 $ 3.8 $ 2.3

Additions for tax positions related to the current year — — 1.1

Additions for tax positions of prior years — — 1.7

Reductions for tax positions of prior years — ( 2.8 ) —

Settlements — — —

Expiration of statute of limitations ( 0.1 ) — ( 1.3 )

Ending balance $ 0.9 $ 1.0 $ 3.8

The total amount of unrecognized tax benefits, including interest and penalties, at December 31, 2024 and 2023, that would affect our effective tax rate if recognized, was $ 2.6 million and $ 2.6 million, respectively.

The additions for tax positions in the prior years are due to foreign positions of an acquired subsidiary that was recorded as part of our purchase accounting.

The expiration of statute of limitations relates to a state tax position for which the statute of limitations has lapsed.

Income taxes paid, net of refunds $ 51.4

(1) Includes the purchase of $ 40.0 million in federal transferable tax credits for $ 38.4 million during the year ended December 31, 2025.

These credits were used to offset the Company’s federal income tax liability for 2024, generating an income tax receivable and resulting in the recognition of a tax benefit of $ 1.6 million for the year ended December 31, 2025.

Income tax payments, net of refunds, during the years ended December 31, 2024 and 2023 totaled $ 54.6 million and $ 42.4 million, respectively.

Unrecognized tax benefits

Our unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023 were $ 0.6 million, $ 0.9 million, and $ 1.0 million, respectively.

There were no material changes to our unrecognized tax benefits during the years ended December 31, 2025, 2024, and 2023.

The Company accounts for interest expense and penalties related to income tax issues as income tax expense.

Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision.

The total amount of accrued interest and penalties from continuing operations as of December 31, 2024 and 2023 was $ 2.4 million and $ 2.3 million, respectively.

Income tax expense (benefit) for the years ended December 31, 2024, 2023, and 2022 included an increase of $ 0.1 million, an increase of $ 0.1 million, and a decrease of $ 0.8 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.

During the year ended December 31, 2024, Canada enacted a 15% minimum tax on all companies that operate in its jurisdiction, consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two").

We do not expect that Canada’s enactment of Pillar Two will have a material impact to our income tax expense.

Pillar Two legislation has not been enacted in the other jurisdictions in which we operate, and we will continue to monitor our potential exposure as more jurisdictions adopt these provisions.

The total amount of accrued interest and penalties as of December 31, 2025 and 2024 was $ 2.5 million and $ 2.4 million, respectively.

We had no material changes to interest or penalties relating to uncertain tax positions for the years ended December 31, 2025, 2024, and 2023.

Employee Retirement Plans

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Other comprehensive income (loss), net of tax, before reclassifications ( 3.5 ) 0.1 ( 3.4 )

Amounts reclassified from AOCI, net of tax benefit of $ 7.4 , $ — , and $ 7.4

Amounts reclassified from AOCI, net of tax expense of $ 3.7 , $ — , and $ 3.7

( 11.5 ) 0.1 ( 11.4 )

noncontrolling interest

Other comprehensive loss ( 8.5 ) ( 0.2 ) ( 8.7 )

( 0.4 ) — ( 0.4 )

Other comprehensive income (loss) ( 15.4 ) 0.2 ( 15.2 )

Balances at December 31, 2024

( 3.0 ) ( 1.2 ) ( 4.2 )

Other comprehensive income (loss), net of tax, before reclassifications ( 3.5 ) 0.1 ( 3.4 )

Other comprehensive income, net of tax, before reclassifications 4.8 ( 0.3 ) 4.5

Amounts reclassified from AOCI, net of tax expense of $ 1.4 , $ — , and $ 1.4

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noncontrolling interest ( 0.2 ) — ( 0.2 )

Other comprehensive income (loss) ( 15.4 ) 0.2 ( 15.2 )

Other comprehensive income 0.2 ( 0.2 ) —

Balances at December 31, 2025

$ ( 2.8 ) $ ( 1.4 ) $ ( 4.2 )

In May 2013, one of our partially-owned leasing subsidiaries, TRIP Holdings, was converted to a partnership for income tax purposes.

At the time of the conversion, TRIP Holdings had deferred tax assets associated with certain terminated interest rate hedges that were initially recognized as a component of AOCI.

As TRIP Holdings was no longer a taxable entity following the conversion, these deferred tax assets were removed during the year ended December 31, 2013, with a corresponding charge to income tax expense in the Consolidated Statements of Operations, leaving residual tax effects in AOCI.

These residual tax effects are released when the item giving rise to the tax effect is disposed of, liquidated, or terminated.

Pursuant to our election of the portfolio approach, we released the residual tax effects when all of the interest rate swap balances were fully amortized, which occurred during the first quarter of 2023.

Consequently, during the year ended December 31, 2023, we recorded an income tax benefit of $ 13.2 million to TRIP Holdings, reflecting the reclassification of the residual tax effects previously recorded in AOCI.

The controlling interest portion of this income tax benefit was $ 4.4 million.

See Note 4 for information on the reclassification of amounts in AOCI into earnings.

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During the year ended December 31, 2025, share repurchases totaled 2.7 million shares, at a cost of approximately $ 71.3 million, resulting in a remaining authorization to repurchase up to $ 157.7 million of our common stock under the share repurchase program as of December 31, 2025.

Certain shares of stock repurchased during December 2024, totaling $ 0.3 million, were cash settled in January 2025 in accordance with normal settlement practices.

There were no shares repurchased under this share repurchase program during the year ended December 31, 2023.

Previous Share Repurchase Authorization

In September 2021, our Board of Directors authorized a share repurchase program effective September 9, 2021 through December 31, 2022.

The share repurchase program authorized the Company to repurchase up to $ 250.0 million of its common stock.

In December 2021, we entered into an accelerated share repurchase agreement (the "ASR") to repurchase $ 125.0 million of our common stock.

Approximately 3.3 million shares totaling $ 100.0 million that were repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR.

The ASR was completed in April 2022.

Share repurchase activity during the year ended December 31, 2025 resulted in $ 0.4 million in excise taxes.

During the year ended December 31, 2024, share repurchases totaled 0.6 million shares, at a cost of approximately $ 21.0 million.

Share repurchases during the year ended December 31, 2022 included 0.8 million shares, at a cost of $ 25.0 million, representing the final settlement of the ASR, which was funded in December 2021 but a portion of which remained outstanding as of December 31, 2021.

Our Board of Directors terminated this share repurchase program effective December 8, 2022, and the remaining authorization of $ 21.3 million under this program expired unused.

There were no shares repurchased under this share repurchase program during the year ended December 31, 2023.

Stock-Based Compensation

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and performance awards with settlement in common stock or cash on achievement of specific business objectives.

Our stock options have contractual terms of ten years and become exercisable over a three-year period.

Our stock options have contractual terms of ten years and become exercisable after a three-year vesting period.

Stock-Based Compensation Expense

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709,242 $ 30.09 $ 18.8

(1) For the 2021-2023 performance period, performance adjustment includes 63,954 additional performance units for return on equity, for which actual performance resulted in a payout of 170% of target, and is net of 23,775 performance units for relative total shareholder return, for which actual performance resulted in a payout of 91% of target.

(2) Includes 63,954 performance units for the 2021-2023 performance period for return on equity that were paid out at 170% of target based on actual performance achieved.

(1) For the 2022-2024 performance period, performance adjustment includes 102,289 additional performance units for return on equity, for which actual performance resulted in a payout of 197% of target, as well as 69,965 performance units for relative total shareholder return, for which actual performance resulted in a payout of 182% of target.

Additional information related to performance units is as follows:

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260.3 152.7 119.4

Loss from discontinued operations, net of income taxes ( 14.3 ) ( 13.4 ) ( 20.3 )

Loss on sale of discontinued operations, net of income taxes — — ( 5.7 )

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

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Antidilutive stock options — — —

Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc.

per common share due to rounding.

Contingencies

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and equitable contribution.

TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a third-party defendant in the litigation.

On March 6, 2024, the trial court granted TILC’s motion to dismiss Norfolk Southern’s Third-Party Complaint and entered an order dismissing Norfolk Southern’s complaint against TILC.

On March 26, 2024, Norfolk Southern filed a Motion for Entry of Partial Final Judgment, which remains pending.

On March 24, 2025, the trial court denied Norfolk Southern’s Motion for Entry of Partial Final Judgment.

In April 2023, multiple putative class action lawsuits filed against Norfolk Southern were consolidated in the United States District Court for the Northern District of Ohio, Eastern Division in a civil action styled In re:

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On August 14, 2023, plaintiffs filed a First Amended Master Consolidated Class Action Complaint and Jury Demand (“First Amended Complaint”) asserting direct claims for negligence, gross negligence, and medical monitoring against Oxy Vinyls LP, GATX Corporation, General American Marks Company, and TILC ("Railcar Defendants").

TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a third-party defendant in the litigation.

On April 9, 2024, plaintiffs and Norfolk Southern announced a settlement in principle of plaintiffs’ claims against Norfolk Southern and the Railcar Defendants.

Norfolk Southern preserved its third-party claims against the Railcar Defendants.

On May 22, 2024, the parties filed a joint motion to dismiss, with prejudice, Norfolk Southern’s third-party claims against TILC (the “Dismissal Motion”).

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On September 27, 2024, the district court entered an order approving the settlement of plaintiffs’ claims against Norfolk Southern and the Railcar Defendants.

Certain individual class members have filed notices of appeal concerning the order approving the settlement.

The appeals remain pending.

On December 8, 2023, a lawsuit was filed against TILC titled 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.

Plaintiffs in this putative class action lawsuit assert claims against Norfolk Southern Corporation, Norfolk Southern Railway Company, Oxy Vinyls, LP, GATX Corporation, General American Marks Company, and TILC for negligence, negligence per se, strict liability, public and private nuisance, future health monitoring, trespass, and punitive damages.

On February 23, 2024, TILC filed a motion to dismiss plaintiffs’ amended complaint, which remains pending.

TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a defendant in the litigation.

On January 31, 2025, a lawsuit was filed by more than 700 current and former residents and businesses in areas near East Palestine, Ohio against more than 50 defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, TILC, certain governmental entities, and various corporate defendants, asserting various claims arising from the February 3, 2023 derailment.

The case is styled Josh Hickman, et al.

Certain individual class members appealed the order approving the settlement, and on November 5, 2025, the Sixth Circuit dismissed the appeal.

On February 2, 2026, these individual class members filed a petition for writ of certiorari with the United States Supreme Court seeking review of the Sixth Circuit's decision.

On January 31, 2025, a lawsuit was filed by Josh Hickman and more than 700 current and former residents and businesses in areas near East Palestine, Ohio against more than 50 defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, TILC, certain governmental entities, and various corporate defendants, asserting various claims arising from the February 3, 2023 derailment.

On February 3, 2025, a similar lawsuit was filed by Gregory Taylor and 20 current and former residents of areas near East Palestine, Ohio against the same defendants.

These lawsuits have been consolidated in the case styled Josh Hickman, et al.

Norfolk Southern Railway Company, et al.

TC25-13854798, in the Court of Common Pleas, Franklin County, Ohio.

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

Plaintiffs’ lawsuit asserts claims for negligence, nuisance and nuisance per se, strict liability, trespass, punitive damages, loss of consortium, wrongful death, survivorship, civil conspiracy, and Medicaid subrogation.

Not all plaintiffs in this action are asserting claims against TILC in light of the pending settlement and associated releases in the Consolidated Class Action.

TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a defendant in the litigation.

On February 3, 2025, a lawsuit was filed by 20 current and former residents of areas near East Palestine, Ohio against more than 50 defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, TILC, certain governmental entities, and various corporate defendants asserting various claims arising from the February 3, 2023 derailment.

The case is styled Gregory Taylor, et al.

Norfolk Southern Railway Company, et al.

TC25-13870158, in the Court of Common Pleas, Franklin County, Ohio.

Plaintiffs’ lawsuit asserts claims for negligence, nuisance and nuisance per se, strict liability, trespass, punitive damages, loss of consortium, civil conspiracy, and Medicaid subrogation.

Not all plaintiffs are asserting claims against TILC in light of the pending settlement and associated releases in the Consolidated Class Action.

TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a defendant in the litigation.

Not all plaintiffs in this action are asserting claims against TILC in light of the settlement and associated releases in the Consolidated Class Action.

On June 20, 2025, TILC filed its motion to dismiss, which remains pending.

On February 3, 2025, a lawsuit was filed by 28 current and former residents or businesses of areas near East Palestine, Ohio against more than 15 corporate defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, and TILC asserting various claims arising from the February 3, 2023 derailment.

The case is styled Richard Tsai, et al.

The case was styled Richard Tsai, et al.

Norfolk Southern Corporation, et al.

TC25-3395394, in the Court of Common Pleas, Cuyahoga County, Ohio.

Plaintiffs’ lawsuit asserts claims for negligence, negligence per se, gross negligence, recklessness, strict liability, private nuisance, public nuisance, statutory nuisance under Pennsylvania and Ohio law, negligent infliction of emotional distress, intentional and/or reckless infliction of emotional distress, trespass, trespass to chattels, medical monitoring, loss of consortium, wrongful death, survivorship, and punitive damages, as well as an additional spoliation claim against Norfolk Southern.

On February 3, 2025, these plaintiffs filed similar actions in Pennsylvania, styled Richard Tsai, et al.

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

On April 29, 2025, Plaintiffs dismissed this lawsuit and refiled the lawsuit in Philadelphia County, Pennsylvania, styled, Richard Tsai, et al.

Norfolk Southern Corporation, et al.

250200415 and 250200416, 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.

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.

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

On November 13, 2025, Plaintiffs dismissed this lawsuit, and, by agreement of the parties, on December 12, 2025, Plaintiffs refiled this lawsuit in the Court of Common Pleas, Columbiana County, Ohio, styled Richard Tsai, et al.

Norfolk Southern Corporation, et al.

Plaintiffs assert claims for negligence, nuisance and nuisance per se, strict liability, trespass, punitive damages, loss of consortium, wrongful death, survivorship, and business interruption.

In each of the above matters, TILC was the owner of one tank car cited in the action, which was leased to a third party, who is also a defendant in the above matters.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.

The Company or its subsidiaries could be named in similar litigation involving other plaintiffs, but the ultimate number of claims and the jurisdiction(s) in which such claims, if any, may be filed may vary.

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Highway Products Litigation

Pursuant to the purchase and sale agreement related to the sale of THP, the Company agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including those liabilities resulting from or arising out of (a) the proceedings set forth under “State actions” below and (b) any other proceedings to the extent resulting from or arising out of ET Plus systems or specified ET Plus component parts that are both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto.

State actions

Pursuant to the purchase and sale agreement related to the sale of the Company’s former highway products business, the Company agreed to indemnify the purchaser for certain liabilities related to the highway products business, including liabilities resulting from or arising out of ET Plus systems or specified ET Plus component parts that were both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto.

Joshua Harman filed a state qui tam action currently pending pursuant to the Virginia Fraud Against Taxpayers Act ("VFATA") ( Commonwealth of Virginia ex rel.

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Harman alleged the Company violated the VFATA pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs, and interest.

The Commonwealth of Virginia Attorney General has intervened in the Virginia matter.

The Commonwealth of Virginia Attorney General intervened in the Virginia matter.

On February 7, 2024, the trial court granted the Company's motion for summary judgment.

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Harman’s appeal remains pending.

In a similar New Jersey state qui tam action ( State of New Jersey ex rel.

Trinity Industries, Inc.

and Trinity Highway Products, LLC , Case No.L-1344-14, in the Superior Court of New Jersey Law Division:

Mercer County) that was previously dismissed by the trial court, Mr.

Harman sought leave to file an amended complaint pursuant to the New Jersey False Claims Act.

On February 16, 2022, the trial court denied Mr.

Harman’s motion.

On August 9, 2022, Mr.

Harman appealed the trial court's order denying Mr.

Harman's motion for leave to file an amended complaint.

On December 27, 2024, the appellate court affirmed the trial court’s order denying Mr.

Harman leave to file an amended complaint.

Harman’s deadline to file a Notice of Petition for Certification to the New Jersey Supreme Court was January 16, 2025, and no such notice was filed.

The Company believes that it has substantial defenses in these matters and intends to vigorously defend against all allegations.

Based on information currently available to the Company, we currently do not believe that a loss is probable in the state qui tam actions described above, therefore no accrual has been included in the accompanying Consolidated Financial Statements.

Because of the complexity of these actions, as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to any one or more of these actions.

While the financial impacts of these state actions are currently unknown, they could be material.

The Company believes that it has substantial defenses in this matter and intends to vigorously defend against all allegations.

Based on information currently available to the Company, we currently do not believe that a loss is probable in this action, therefore no accrual has been included in the accompanying Consolidated Financial Statements.

Because of the complexity of this action, as well as its current status, we are not able to estimate a range of possible losses with respect to this action.

While the financial impact of this state action is currently unknown, it could be material.

Product liability cases

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The range of reasonably possible losses for such matters is $ 8.0 million to $ 19.7 million.

This range includes any amounts related to the matters described above in the section titled “Highway products litigation." At December 31, 2024, total accruals of $ 8.9 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets.

At December 31, 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.

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Loss Events in Cartersville, Georgia

We experienced two separate loss events at the Company's facility in Cartersville, Georgia.

With each of these events, we incurred costs related to cleanup and damage remediation activities in order for the facility to resume operations.

We believe our insurance coverage is sufficient to cover property damage costs related to these events.

Any property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs are accounted for as a gain, in accordance with ASC 450-30, Gain Contingencies .

Additionally, the Company may be entitled to business interruption proceeds related to these events.

We record these recoveries once settlements have been reached with the insurance company.

In January 2024, a fire damaged a portion of our Cartersville, Georgia facility.

To date, we have received total advanced payments from insurance of approximately $ 5.4 million, which includes $ 1.7 million for reimbursement of cleanup and damage remediation activities and the collection of a $ 1.0 million insurance receivable.

As of December 31, 2024, we have utilized $ 2.7 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts.

During the year ended December 31, 2024, we recorded gains of $ 2.7 million for property damage insurance recoveries in excess of the net book value of assets destroyed, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations.

In March 2021, a tornado damaged our Cartersville, Georgia facility.

During 2021 and 2024, we experienced two separate loss events at the Company's facility in Cartersville, Georgia and incurred costs related to cleanup and damage remediation activities.

Property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs were accounted for as a gain, in accordance with ASC 450-30, Gain Contingencies .

During the years ended December 31, 2024 and 2023, we recorded gains of $ 2.7 million and $ 6.3 million, respectively, for property damage insurance recoveries in excess of the net book value of assets destroyed, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations.

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Selling, engineering, and administrative expenses 50.0 49.4 45.2 69.7

Gains on dispositions of property 2.8 24.2 13.4 22.9

Restructuring activities, net — — — 4.3

Gains on dispositions of property and other divestitures 7.6 11.4 22.4 249.4

Operating profit 99.8 95.4 118.6 335.4

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Income from continuing operations before income taxes 36.4 26.0 48.2 264.8

Provision for income taxes 11.0 17.1 15.6 6.7

Provision (benefit) for income taxes 7.4 4.1 11.1 68.3

Income from continuing operations 29.0 21.9 37.1 196.5

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$ 0.26 $ 0.17 $ 0.37 $ 2.28

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc.

per common share due to rounding.

Additionally, the sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Three Months Ended

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Selling, engineering, and administrative expenses 52.3 61.3 60.5 61.6

Gains on dispositions of property 15.3 30.4 7.5 36.4

Gains on dispositions of property and other divestitures 2.8 24.2 13.4 22.9

Restructuring activities, net — — — 4.3

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$ 0.28 $ 0.65 $ 0.37 $ 0.34

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc.

per common share due to rounding.

Additionally, the sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data