56 unchanged sentences
A copy of the Company’s “Transactions in Trinity Securities Policy” is filed as Exhibit 19 to this Annual Report on Form 10-K.
−Removed: Delinquent Section 16(a) Reports
−Removed: Biesterfeld Jr., a member of the Company’s Board of Directors, holds 35 shares of the Company’s common stock through a trust, of which he is the trustee and beneficiary.
−Removed: The trust's investments are actively managed by a third-party investment manager.
−Removed: At the time Mr.
−Removed: Biesterfeld joined the Company's Board of Directors on September 7, 2022, the trust held 49 shares of Company stock, which were inadvertently omitted from the Form 3 filed regarding his initial ownership of Company stock.
−Removed: The third-party investment manager erroneously executed transactions during September 2022 (one sale transaction) and March 2023 (one purchase transaction) contrary to Mr.
−Removed: Biesterfeld's instructions.
−Removed: Ownership of these shares and the related transactions were discovered in late 2024 and reported on a Form 4 filed January 3, 2025.
−Removed: There were no other delinquent Section 16(a) reports.
Executive Compensation.
30 unchanged sentences
Principal Accountant Fees and Services.
−Removed: Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2024 and 2023” in the Company's 2025 Proxy Statement.
+Added: Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2025 and 2024” in the Company's 2026 Proxy Statement.
Exhibits and Financial Statement Schedules.
41 unchanged sentences
(10.5.5) Form of Restricted Stock Unit Agreement for grants issued commencing 2019 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 9, 2019).*
−Removed: (10.5.6) Form of Performance-Based Restricted Stock Unit Agreement for grants issued commencing 2019 (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 9, 2019).*
(10.5.6) Form of Non-Employee Director Restricted Stock Grant Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017).*
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Bank Trust Company, National Association, not in its individual capacity, but solely in its capacity as collateral agent and depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 18, 2024).
−Removed: (10.11) Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2014).
−Removed: (10.12) Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2015).
(10.11) Form of Indemnification Agreement between Trinity Industries, Inc.
and certain directors and executive officers (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).*
−Removed: (10.14) Amended and Restated Term Loan Agreement dated as of November 8, 2018, among Trinity Rail Leasing 2017 LLC;
−Removed: Crédit Agricole Corporate and Investment Bank, as Administrative Agent for the Lenders;
−Removed: Bank National Association, as Collateral Agent, Custodian and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed November 15, 2018).
−Removed: (10.14.1) Amendment No.
−Removed: 3 to Amended and Restated Term Loan Agreement dated as of February 15, 2023, among Trinity Rail Leasing 2017 LLC;
−Removed: Crédit Agricole Corporate and Investment Bank, as Administrative Agent for the Lenders;
−Removed: Bank National Association, as Custodian and Depositary;
−Removed: Bank Trust Company, National Association, as Collateral Agent (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).
(10.12) Master Indenture dated June 20, 2018, between Trinity Rail Leasing 2018 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018).
31 unchanged sentences
Bank Trust Company, National Association (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 31, 2022).
−Removed: (10.23) Term Loan Agreement dated as of June 12, 2023, among Trinity Rail Leasing 2023 LLC;
+Added: (10.20) Amended and Restated Term Loan Agreement dated as of April 30, 2025, among Trinity Rail Leasing 2023 LLC;
Wells Fargo Bank, National Association, as Administrative Agent for the Lenders;
−Removed: Bank Trust Company, National Association, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 12, 2023).
+Added: Bank Trust Company, National Association, as Collateral Agent, and U.S.
+Added: Bank National Association, as Depositary (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025).
+Added: (10.21) Master Indenture dated October 28, 2025, by and among Trinity Rail Leasing 2025 LLC, U.S.
+Added: Bank Trust Company, National Association, as Indenture Trustee, and U.S.
+Added: Bank National Association, as Securities Intermediary (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025).
+Added: (10.21.1) Series 2025-1 Supplement dated October 28, 2025, by and among Trinity Rail Leasing 2025 LLC, U.S.
+Added: Bank Trust Company, National Association, as Indenture Trustee, and U.S.
+Added: Bank National Association, as Securities Intermediary (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025).
+Added: (10.21.2) Note Purchase Agreement dated October 15, 2025, by and among Trinity Rail Leasing 2025 LLC, Trinity Industries Leasing Company, Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed October 20, 2025).
+Added: (10.22) Sale and Exchange Agreement dated December 30, 2025, by and between Trinity Industries Leasing Company and Napier Park Railcar Lease Fund LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 6, 2026).
(19) Insider trading policies and procedures (filed herewith).
39 unchanged sentences
16) Registration Statement (Form S-8, No.
+Added: 17) Registration Statement (Form S-8, No.
333-263977), and
40 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.