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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 197 added, 477 removed, 511 unchanged (57% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions, except per share amounts)

1 unchanged sentence

Leasing & Services 285.3 287.2

454.1 798.8 1,545.7 2,449.8

Operating costs:

2 unchanged sentences

Leasing & Services 182.4 171.6

312.7 629.3 1,128.7 1,936.6

Selling, engineering, and administrative expenses

Manufacturing 7.1 8.7 20.7 24.2

Leasing & Services 14.6 18.7 47.2 56.8

Corporate & other 23.5 33.1 76.7 93.1

45.2 60.5 144.6 174.1

Gains on dispositions of property:

1 unchanged sentence

Other 0.9 1.7

22.4 13.4 41.4 40.4

Total operating profit 101.1 99.8

2 unchanged sentences

Other, net 0.6 ( 2.7 )

70.4 66.0 203.2 205.2

Income from continuing operations before income taxes 35.1 36.4

Provision (benefit) for income taxes:

Current ( 7.9 ) 18.3 8.6 45.2

Deferred 19.0 ( 2.7 ) 14.0 ( 1.5 )

11.1 15.6 22.6 43.7

Provision for income taxes

Income from continuing operations 26.6 29.0

25 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions)

3 unchanged sentences

Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $( 2.3 ) and $ 0.6

3.2 ( 13.2 ) 1.7 ( 7.3 )

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

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

Defined benefit plans:

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

0.1 0.1 0.1 0.1

0.3 ( 16.9 ) 0.5 ( 20.3 )

Reclassification adjustments for (gains) losses included in net income, net of tax benefit (expense) of $( 0.7 ) and $ 0.5

Comprehensive income 30.0 27.2

6 unchanged sentences

Consolidated Balance Sheets

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

5 unchanged sentences

Finished goods 97.9 124.6

Restricted cash, including partially-owned subsidiaries of $ 37.9 and $ 39.1

Property, plant, and equipment, at cost, including partially-owned subsidiaries of $ 1,928.5 and $ 1,920.5

Restricted cash, including partially-owned subsidiary of $ 7.6 and $ 9.9

Property, plant, and equipment, at cost, including partially-owned subsidiary of $ 524.7 and $ 523.9

9,330.1 9,258.3

Less accumulated depreciation, including partially-owned subsidiaries of $ 727.0 and $ 690.0

Less accumulated depreciation, including partially-owned subsidiary of $ 208.5 and $ 205.3

( 2,687.1 ) ( 2,637.0 )

9 unchanged sentences

Wholly-owned subsidiaries 4,516.7 4,573.4

Partially-owned subsidiaries 1,027.1 1,071.8

Partially-owned subsidiary 267.0 270.6

5,382.3 5,442.5

7 unchanged sentences

Retained earnings 1,080.6 1,081.5

Accumulated other comprehensive loss ( 3.9 ) ( 4.2 )

Accumulated other comprehensive income (loss) 1.0 ( 4.2 )

Treasury stock ( 8.5 ) ( 0.9 )

7 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(in millions)

9 unchanged sentences

Non-cash interest expense 3.0 3.4

Loss on extinguishment of debt 0.8 1.5

Other ( 0.8 ) ( 0.4 )

15 unchanged sentences

Proceeds from dispositions of property and other assets 3.8 4.1

Proceeds from insurance recoveries — 1.7

Equity investments 4.7 ( 3.6 )

Net cash used in investing activities ( 70.2 ) ( 91.6 )

1 unchanged sentence

Payments to retire debt ( 62.2 ) ( 77.3 )

Proceeds from issuance of debt 1,284.1 1,762.4

Payments to settle contingent consideration liability — ( 8.0 )

3 unchanged sentences

Distributions to noncontrolling interest ( 4.2 ) ( 5.8 )

Net cash provided by (used in) financing activities 80.4 ( 169.7 )

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 135.7 ) 97.3

Net cash used in financing activities ( 98.6 ) ( 124.2 )

Net decrease in cash, cash equivalents, and restricted cash ( 71.0 ) ( 139.3 )

Cash, cash equivalents, and restricted cash at beginning of period 323.6 374.4

28 unchanged sentences

79.8 $ 0.8 $ 4.9 $ 1,080.6 $ 1.0 ( 0.2 ) $ ( 8.5 ) $ 1,078.8 $ 66.9 $ 1,145.7

Net income — — — 14.1 — — — 14.1 5.9 20.0

Other comprehensive income — — — — — — — — 0.1 0.1

Cash dividends declared on common stock (1)

— — — ( 24.7 ) — — — ( 24.7 ) — ( 24.7 )

Distributions to noncontrolling interest — — — — — — — — ( 3.8 ) ( 3.8 )

Stock-based compensation expense — — 5.4 — — — — 5.4 — 5.4

Settlement of share-based awards, net 0.9 — 0.1 — — ( 0.3 ) ( 8.0 ) ( 7.9 ) — ( 7.9 )

Shares repurchased — — — — — ( 1.2 ) ( 31.0 ) ( 31.0 ) — ( 31.0 )

Retirement of treasury stock ( 1.8 ) — ( 19.6 ) ( 28.0 ) — 1.8 47.6 — — —

June 30, 2025

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

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

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

Cash dividends declared on common stock (1)

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

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

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

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

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

September 30, 2025

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

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

Common Stock Capital in

19 unchanged sentences

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

March 31, 2024

81.8 $ 0.8 $ 20.2 $ 1,010.9 $ 18.4 — $ ( 1.0 ) $ 1,049.3 $ 239.2 $ 1,288.5

Net income — — — 54.4 — — — 54.4 2.0 56.4

Other comprehensive income (loss) — — — — ( 11.0 ) — — ( 11.0 ) 0.1 ( 10.9 )

Cash dividends declared on common stock (1)

— — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 )

Distributions to noncontrolling interest — — — — — — — — ( 2.8 ) ( 2.8 )

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

Settlement of share-based awards, net 0.9 — 0.2 — — ( 0.3 ) ( 9.1 ) ( 8.9 ) — ( 8.9 )

Shares repurchased — — — — — ( 0.3 ) ( 8.2 ) ( 8.2 ) — ( 8.2 )

Retirement of treasury stock ( 0.3 ) — ( 10.4 ) — — 0.3 10.4 — — —

June 30, 2024

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

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

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

Cash dividends declared on common stock (1)

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

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

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

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

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

September 30, 2024

March 31, 2025

81.8 $ 0.8 $ 14.1 $ 1,051.6 $ ( 4.2 ) ( 0.3 ) $ ( 9.1 ) $ 1,053.2 $ 246.5 $ 1,299.7

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

(1) Dividends of $ 0.31 and $ 0.30 per common share for the three months ended March 31, 2026 and 2025, respectively.

See accompanying notes to Consolidated Financial Statements.

5 unchanged sentences

The foregoing Consolidated Financial Statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc.

and Subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us"), which include the accounts of our wholly-owned subsidiaries and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”), RIV 2013 Rail Holdings LLC ("RIV 2013"), and Trinity Global Ventures Limited ("Trinity Global Ventures"), in which we have a controlling interest.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of September 30, 2025, the results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024 have been made in conformity with generally accepted accounting principles.

and Subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us"), which include the accounts of our wholly-owned subsidiaries and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and Trinity Global Ventures Limited ("Trinity Global Ventures"), in which we have a controlling interest as of and for the three months ended March 31, 2026.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of March 31, 2026 and the results of operations and cash flows for the three months ended March 31, 2026 and 2025 have been made in conformity with generally accepted accounting principles.

All significant intercompany accounts and transactions have been eliminated.

Certain prior year balances have been reclassified to conform to the 2026 presentation.

Due to seasonal and other factors, the results of operations for the nine months ended September 30, 2025 may not be indicative of expected results of operations for the year ending December 31, 2025.

Due to seasonal and other factors, the results of operations for the three months ended March 31, 2026 may not be indicative of expected results of operations for the year ending December 31, 2026.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with our audited Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025.

Revenue Recognition

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, 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.

The transaction price does not include any amounts collected on behalf of third parties.

We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer.

For all contracts with customers, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis).

Generally, we are the principal in our contracts with customers and report revenues on a gross basis as we control the product or service before it is transferred to a customer.

We act as an agent for a small number of service contracts and report those revenues on a net basis as we do not control the services before they are provided to the customer.

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 4 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.

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

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.

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.

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 $ 10.5 million and $ 9.6 million as of September 30, 2025 and December 31, 2024, respectively, related to unbilled revenues recognized on repair and maintenance activities that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer.

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

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 $ 4.6 million and $ 3.4 million as of September 30, 2025 and December 31, 2024, respectively.

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

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

Unsatisfied performance obligations at September 30, 2025

Amount Percent expected to be delivered in 2025

(in millions)

Rail Products Group:

New railcars:

External customers $ 1,579.9

Leasing Group

$ 1,762.4 21.3 %

Railcar Leasing and Services Group:

Leasing and management $ 44.1 10.7 %

Maintenance services $ 3.4 100.0 %

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 modify their procurement decision.

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

Lease 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.

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

We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets.

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 on our Consolidated Statements of Operations:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions)

Operating lease revenues $ 212.6 $ 194.5 $ 622.4 $ 582.3

Variable operating lease revenues $ 15.7 $ 14.7 $ 50.2 $ 49.2

Interest income on sales-type lease receivables $ 0.3 $ 0.2 $ 0.7 $ 0.5

Profit recognized at sales-type lease commencement (1)

$ — $ — $ 1.0 $ —

(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) :

Remaining three months of 2025 $ 206.3

Thereafter 538.1

Total $ 2,766.2

(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):

Remaining three months of 2025 $ 0.5

Thereafter 17.6

Unearned interest income ( 8.0 )

Net investment in sales-type leases (1)

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

There have been no changes to our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 that had a material impact on our Consolidated Financial Statements or related notes as of and for the three months ended March 31, 2026.

Financial Instruments

7 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 nine months ended September 30, 2025, we recognized approximately $ 3.4 million of credit loss expense and wrote off $ 0.8 million related to our trade receivables that are in the scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 14.3 million at December 31, 2024 to $ 16.9 million at September 30, 2025.

During the three months ended March 31, 2026, we recognized approximately $ 1.4 million of credit loss expense and wrote off $ 3.5 million related to our trade receivables that are in the scope of Accounting Standards Codification ("ASC") 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 23.6 million at December 31, 2025 to $ 21.5 million at March 31, 2026.

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

6 unchanged sentences

The SCF program is administered by a third-party financial institution, and our responsibility is limited to making payments based on the terms originally negotiated with participating suppliers, regardless of whether such suppliers sell receivables to the financial institution.

Amounts due to our participating suppliers in the SCF program totaled $ 32.8 million and $ 8.2 million as of September 30, 2025 and December 31, 2024, respectively, and are included in accounts payable in our Consolidated Balance Sheets.

Amounts due to our participating suppliers in the SCF program totaled $ 39.9 million and $ 49.1 million as of March 31, 2026 and December 31, 2025, respectively, and are included in accounts payable in our Consolidated Balance Sheets.

Payments made under the SCF program are reflected in net cash provided by operating activities from continuing operations in our Consolidated Statements of Cash Flows.

Discontinued Operations

In the fourth quarter of 2021, we completed the sale of Trinity Highway Products, LLC (“THP”).

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 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.

Similar expenses related to these retained obligations that may be incurred in the future will likewise be reported in discontinued operations.

For the three months ended March 31, 2026 and 2025, we recorded expenses related to these obligations of $ 2.4 million ($ 1.8 million, net of income taxes) and $ 2.5 million ($ 1.9 million, net of income taxes), respectively.

These expenses are included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations.

See Note 15 of our Annual Report on Form 10-K for further information regarding obligations retained in connection with the THP sale.

Recent Accounting Pronouncements

Not Yet Adopted

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

2023-09, "Improvements to Income Tax Disclosures," which enhances transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires, on an annual basis, a tabular disclosure using specific categories in the rate reconciliation and providing additional information for reconciling items that meet a quantitative threshold, as well as the disaggregation of income taxes paid by federal, state, and foreign jurisdictions.

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.

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.

Acquisitions and Discontinued Operations

Acquisition of Holden America

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

During the nine months ended September 30, 2025, the second and final installment of the additional consideration, totaling $ 10.0 million, was paid.

This payment is reflected in our Consolidated Statements of Cash Flows, of which $ 8.0 million related to the initial estimated fair value is included in financing activities, and $ 2.0 million related to the remeasurement of the initial estimated fair value is included in operating activities.

Discontinued Operations

In the fourth quarter of 2021, we completed the sale of Trinity Highway Products, LLC (“THP”).

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

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

Similar expenses related to these retained obligations that may be incurred in the future will likewise be reported in discontinued operations.

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

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

These expenses are included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations.

See Note 15 of our Annual Report on Form 10-K for further information regarding obligations retained in connection with the THP sale.

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.

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:

Three Months Ended March 31,

($ in millions)

Railcar Leasing and Services Group ("Leasing Group"):

Leasing and management $ 210.3 $ 219.0

Maintenance services 63.2 59.2

Digital and logistics services 12.3 9.2

Rail Products Group:

Rail products 275.2 387.8

Parts & components 24.8 32.7

Elimination of intersegment revenues ( 93.8 ) ( 122.5 )

Total consolidated revenues $ 492.0 $ 585.4

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

Unsatisfied performance obligations at March 31, 2026

Amount Percent expected to be delivered in 2026

(in millions)

Rail Products Group:

New railcars:

External customers $ 1,510.2

Leasing Group

$ 1,610.1 42 %

Sustainable railcar conversions $ 37.7 100 %

Railcar Leasing and Services Group:

Leasing and management $ 60.4 25 %

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.

Contract Assets

The following table presents our contract assets, which are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

March 31, 2026 December 31, 2025

(in millions)

Railcar Leasing and Services Group $ 12.1 $ 10.9

Rail Products Group $ 5.3 $ 4.9

Lessor Accounting

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

Three Months Ended

(in millions)

Operating lease revenues $ 193.3 $ 201.8

Variable operating lease revenues $ 12.2 $ 13.2

Interest income on sales-type lease receivables $ 0.3 $ 0.2

Derivative Instruments and Fair Value Measurements

9 unchanged sentences

Interest Rate Hedges

Included in accompanying

balance sheet at September 30, 2025

Notional Amount Interest Rate (1)

Included in accompanying balance sheet at March 31, 2026

Effect on interest expense –

increase/(decrease)

Asset Liability AOCI –

loss/(income)

($ in millions)

Expired hedges:

2018 secured railcar equipment notes $ 249.3 4.41 % $ — $ —

Tribute Rail secured railcar equipment notes $ 256.0 2.86 % $ — $ —

2017 promissory notes – interest rate cap $ 169.3 3.00 % $ — $ —

2017 promissory notes – interest rate swap (2)

$ 372.5 2.31 % $ — $ ( 0.6 )

TRL-2023 term loan (2)

$ 255.8 3.79 % $ — $ 3.3

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

$ 525.4 3.58 % $ — $ 6.3

TRL-2023 term loan (3)

$ 779.3 3.57 % $ ( 7.9 ) $ 2.0

TILC – TRL-2025 pre-issuance (4)

$ 100.0 3.21 % $ 0.8 $ ( 0.8 )

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

(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 8 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 the footnote below, resulting in off-market terms.

(3) 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.

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

See Note 8 for further information.

Effect on interest expense – increase/(decrease)

Three Months Ended

September 30, Nine Months Ended

September 30, Expected effect during next twelve months

2025 2024 2025 2024

loss/(income) Three Months Ended

March 31, Expected effect during next twelve months (1)

(in millions)

Expired hedges:

2018 secured railcar equipment notes

$ — $ — $ 0.1 $ 0.1 $ —

Tribute Rail secured railcar equipment notes $ — $ 0.2 $ 0.3 $ 0.5 $ —

2017 promissory notes – interest rate cap $ — $ ( 0.1 ) $ — $ ( 0.1 ) $ —

2017 promissory notes – interest rate swap $ ( 1.7 ) $ ( 3.0 ) $ ( 5.3 ) $ ( 9.1 ) $ ( 0.6 )

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

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

Open hedge (1) :

TRL-2023 term loan (2)

Interest rate hedges (2)

$ 2.8 $ 1.4 $ 1.1 $ 0.1 $ ( 2.1 ) $ 0.6

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

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

(1) Based on the fair value of open hedges as of March 31, 2026.

(2) Includes instruments with an aggregate notional amount of $ 769.5 million as of March 31, 2026 to hedge a portion of our outstanding debt, as well as instruments with aggregate notional amount of $ 200.0 million to hedge a portion of the risk of potential interest rate increases in anticipation of a debt issuance, which was completed in April 2026.

Foreign Currency Hedges

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

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

Information related to our foreign currency hedges is as follows:

balance sheet at

September 30, 2025

Effect on cost of revenues – increase/(decrease)

Amount Asset/ (Liability) AOCI –

Included in accompanying balance sheet at March 31, 2026

Effect on cost of revenues –

increase/(decrease)

Asset Liability AOCI –

loss/(income) Three Months Ended

September 30, Nine Months Ended

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

March 31, Expected effect during next twelve months (1)

Instrument 2026 2025

(in millions)

Forward contracts $ 85.4 $ 3.9 $ ( 5.4 ) $ ( 1.2 ) $ ( 1.2 ) $ 5.4 $ ( 5.8 ) $ ( 4.9 )

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

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

Foreign currency hedges $ 2.7 $ — $ ( 4.2 ) $ ( 3.0 ) $ 4.7 $ ( 4.2 )

(1) Based on the fair value of open hedges as of March 31, 2026.

Derivatives Not Designated as Hedging Instruments

Asset/(Liability) at

September 30, 2025

Included in accompanying balance sheet

at March 31, 2026

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

Amount Interest

Rate Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Asset Liability 2026 2025

(in millions)

Interest rate derivatives – open:

TILC warehouse facility – interest rate cap $ 680.0 2.50 % $ 9.9 $ 2.0 $ 13.0 $ 5.9 $ 9.3

TILC – interest rate cap (2)

$ 680.0 2.50 % $ ( 9.9 ) $ ( 2.0 ) $ ( 13.0 ) $ ( 5.9 ) $ ( 6.2 )

Interest rate derivatives – expired (3) :

Interest rate derivatives (1) :

TILC warehouse facility – interest rate cap $ 7.8 $ — $ ( 2.5 ) $ 2.9

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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 nine months ended September 30, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the Trinity Industries Leasing Company (“TILC”) warehouse loan facility.

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

Fair Value Measurements

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The assets measured on a recurring basis as Level 1 in the fair value hierarchy are summarized below:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

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The assets and liabilities measured on a recurring basis as Level 2 in the fair value hierarchy are summarized below:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

8 unchanged sentences

Interest rate hedges $ 1.4 $ 6.7

Foreign currency hedges — 9.5

Derivatives not designated as hedging instruments:

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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 September 30, 2025 and December 31, 2024, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy.

As of March 31, 2026 and December 31, 2025, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy.

See Note 7 for the estimated fair values of our debt instruments.

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We operate principally in North America.

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

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

External revenues $ 300.8 $ 153.3 $ 454.1 $ 289.2 $ 509.6 $ 798.8

Intersegment revenues 0.2 125.5 125.7 0.3 93.6 93.9

Total revenues 301.0 278.8 579.8 289.5 603.2 892.7

Elimination of intersegment revenues ( 125.7 ) ( 93.9 )

Total consolidated revenues $ 454.1 $ 798.8

Rail Products Group cost of revenues (2)

* 252.0 * 545.7

Depreciation and amortization for Company-owned railcars (3)

63.6 * 59.7 *

Maintenance and compliance for Company-owned railcars (3)(4)

43.3 * 29.7 *

Selling, engineering, and administrative expenses 14.6 7.1 18.7 8.7

Gains on lease portfolio sales ( 21.7 ) * ( 11.4 ) *

Other segment items (5)

73.1 ( 0.2 ) 77.6 ( 0.1 )

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

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

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

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions)

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Other (income) expense 66.0 63.4

Provision (benefit) for income taxes 11.1 15.6 22.6 43.7

Provision for income taxes 8.5 7.4

Loss from discontinued operations, net of income taxes ( 1.8 ) ( 1.9 )

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

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Three Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

(in millions)

Railcar Leasing and Services Group $ 69.1 $ 65.1 $ 240.1 $ 117.9

Rail Products Group 6.9 7.0 3.0 5.9

Corporate and other 0.9 0.9 0.4 0.1

Total $ 76.9 $ 73.0 $ 243.5 $ 123.9

Depreciation & Amortization Capital Expenditures

Nine Months Ended

September 30, Nine Months Ended

September 30,

March 31, Three Months Ended

2026 2025 2026 2025

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Partially-Owned Subsidiaries

Investments in 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 September 30, 2025, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $ 131.4 million.

Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively, with the remaining interests owned by third-party, investor-owned funds.

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

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").

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.

The noncontrolling interest included in the accompanying Consolidated Balance Sheets primarily 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.

See Note 8 for additional information regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.

Investment in Leasing Subsidiary

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

Prior to the Contribution Agreement as defined and described below under “Subsequent Events”, TRIP Holdings was a direct, partially-owned subsidiary of TILC in which we have a controlling interest.

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 behalf of TRIP Holdings.

At March 31, 2026, the carrying value of our investment in TRIP Holdings totaled $ 35.4 million.

Our ownership interest in TRIP Holdings is 42.56 %, with the remaining interest owned by third-party, investor-owned funds.

Our investment in TRIP Holdings is eliminated in consolidation.

TRIP Holdings has a wholly-owned subsidiary, Tribute Rail LLC ("Tribute Rail"), that is the owner of railcars acquired from our Rail Products and Leasing Groups.

TILC is the contractual servicer for Tribute Rail with the authority to manage and service Tribute Rail's owned railcars.

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

The noncontrolling interest included in the accompanying Consolidated Balance Sheets primarily represents the non-Trinity equity interest in TRIP Holdings.

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 7 for additional information regarding the debt of TRIP Holdings and its subsidiary, Tribute Rail.

Other Investment in Consolidated Affiliate

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We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance.

At September 30, 2025, the carrying value of our investment in Trinity Global Ventures totaled $ 2.7 million, which is eliminated in consolidation.

At March 31, 2026, the carrying value of our investment in Trinity Global Ventures totaled $ 2.7 million, which is eliminated in consolidation.

Investment in Unconsolidated Affiliate

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TILC services all railcars owned by Signal Rail.

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

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 11.7 % equity ownership position and its role as a service provider.

2 unchanged sentences

Our investment in Signal Rail is being accounted for under the equity method of accounting.

At September 30, 2025, the carrying value of TILC’s equity investment in Signal Rail was $ 20.1 million, which is included in other assets in our Consolidated Balance Sheets.

At March 31, 2026, the carrying value of TILC’s equity investment in Signal Rail was $ 12.7 million, which is included in other assets in our Consolidated Balance Sheets.

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

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.

See Note 1 for information on future contractual minimum rental revenues related to the Leasing Group's railcar operating leases.

Information related to the Leasing Group is as follows:

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

2025 2024 Percent 2025 2024 Percent

($ in millions) Change ($ in millions) Change

Leasing and management $ 231.8 $ 213.1 8.8 % $ 684.3 $ 644.0 6.3 %

Maintenance services (1)

59.1 66.5 ( 11.1 ) % 177.6 180.7 ( 1.7 ) %

Digital and logistics services 10.1 9.9 2.0 % 28.9 31.4 ( 8.0 ) %

Total revenues $ 301.0 $ 289.5 4.0 % $ 890.8 $ 856.1 4.1 %

Cost of revenues (2)

$ 180.5 $ 168.9 6.9 % 531.3 495.9 7.1 %

Selling, engineering, and administrative expenses 14.6 18.7 ( 21.9 ) % 47.2 56.8 ( 16.9 ) %

Gains on dispositions of property:

Lease portfolio sales 21.7 11.4 * 35.4 36.2 *

Other 0.5 1.9 * 3.5 3.9 *

Total operating profit $ 128.1 $ 115.2 11.2 % $ 351.2 $ 343.5 2.2 %

Total operating profit margin 42.6 % 39.8 % 39.4 % 40.1 %

Total operating profit margin, excluding lease portfolio sales 35.3 % 35.9 % 35.5 % 35.9 %

Selected expense information for Company-owned railcars (3) :

Depreciation and amortization expense (4)

$ 63.6 $ 59.7 6.5 % $ 186.5 $ 179.7 3.8 %

Maintenance and compliance expense (5)

$ 43.3 $ 29.7 45.8 % $ 124.4 $ 95.1 30.8 %

Other fleet operating costs (6)

$ 10.8 $ 8.5 27.1 % $ 28.6 $ 24.3 17.7 %

Interest expense (7)

$ 58.7 $ 59.1 ( 0.7 ) % $ 173.1 $ 176.9 ( 2.1 ) %

* 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 wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

(4) 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.

(5) 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.

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

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

Information related to lease portfolio sales is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in millions)

Lease portfolio sales $ 79.9 $ 67.0 $ 142.9 $ 253.7

Operating profit on lease portfolio sales $ 21.7 $ 11.4 $ 35.4 $ 36.2

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

Wholly-owned subsidiaries.

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

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

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

See Note 8 for more information regarding the Leasing Group’s debt.

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

As of September 30, 2025, TRP-2021 equipment with a net book value of $ 397.1 million is pledged solely as collateral for the TRP-2021 debt.

Subsequent Events

On April 9, 2026, TILC entered into a Contribution Agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund LLC, a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform.

Pursuant to the Contribution Agreement, TILC contributed (i) its 42.56 % membership interest in TRIP Holdings and (ii) its 0.2 % interest in Triumph Rail Holdings LLC ("Triumph") to NP SPE Holdings LP ("NP SPE") in exchange for a 11.2 % limited partnership interest in NP SPE.

TILC services all railcars owned by NP SPE.

As a result of these transactions, TILC no longer has any direct ownership interest in TRIP Holdings;

its wholly-owned subsidiary, Tribute Rail;

The Company expects to recognize a non-cash pre-tax gain of approximately $ 130 million during the second quarter of 2026 related to the divestiture of these interests, and TRIP Holdings and Tribute Rail will no longer be included in our Consolidated Financial Statements.

We currently expect that our 11.2 % limited partnership interest in NP SPE will be accounted for under the equity method of accounting.

Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

4 unchanged sentences

6,534.7 6,512.4

Partially-owned subsidiaries:

Partially-owned subsidiary (2) :

Equipment on lease 622.3 620.5

accumulated depreciation ( 252.1 ) ( 248.3 )

1,380.1 1,416.0

Deferred profit on railcar products sold (3)

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Total property, plant, and equipment, net $ 6,643.0 $ 6,621.3

(1) The Leasing Group’s debt at March 31, 2026 consisted primarily of non-recourse debt.

As of March 31, 2026, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,611.9 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at March 31, 2026 was $ 922.8 million.

See Note 7 for more information regarding the Leasing Group's debt.

(2) 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 March 31, 2026, Tribute Rail held equipment with a net book value of $ 370.2 million, which was pledged solely as collateral for the Tribute Rail debt.

See Note 5 for a description of TRIP Holdings and its subsidiary, including the April 2026 transaction in which TRIP Holdings and its subsidiary will no longer be included in our Consolidated Financial Statements.

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

1 unchanged sentence

The carrying amounts of our debt are as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

8 unchanged sentences

3,003.2 3,036.3

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

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

5 unchanged sentences

4,516.7 4,573.4

Partially-owned subsidiaries:

Partially-owned subsidiary:

Secured railcar equipment notes, net of unamortized discount of $ — and $ —

1,030.4 1,076.8

unamortized debt issuance costs ( 0.5 ) ( 0.7 )

1,027.1 1,071.8

Total non-recourse debt 4,783.7 4,844.0

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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).

The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate.

As of September 30, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value.

As of March 31, 2026 and December 31, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value.

The respective carrying values of our revolving credit facility, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate.

The estimated fair values of our debt are as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

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

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

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

Our outstanding letters of credit as of September 30, 2025 support performance bonds related to certain railcar orders.

The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.50 %, for an all-in interest rate of 5.78 % as of September 30, 2025.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.20 % as of September 30, 2025).

During the three months ended March 31, 2026, there were no borrowings and no repayments under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 4.4 million, leaving $ 595.6 million available for borrowing as of March 31, 2026.

Our outstanding letters of credit as of March 31, 2026 support performance bonds related to certain railcar orders.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.20 % as of March 31, 2026).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage.

As of September 30, 2025, we were in compliance with all such financial covenants.

As of March 31, 2026, we were in compliance with all such financial covenants.

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

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

The entire unused facility amount of $ 2.4 million was available as of September 30, 2025 based on the amount of warehouse-eligible, unpledged equipment.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 6.03 % at September 30, 2025.

TRL-2023 Term Loan – In April 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an amended and restated term loan agreement (the “TRL-2023 term loan agreement”) to (i) increase the aggregate amount of the term loan from $ 320.7 million as of March 31, 2025 to $ 1.05 billion;

(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 %.

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 owned by TRL-2023.

Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $ 616.0 million under TRL-2017, as described below;

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

and for general corporate purposes.

Redemption of TRL-2017 Promissory Notes – In April 2025, with the net proceeds of the TRL-2023 term loan agreement described above, we redeemed in full the TRL-2017 promissory notes (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 nine months ended September 30, 2025, we recognized a loss on extinguishment of debt of $ 0.8 million, which included the write-off of unamortized debt issuance costs and other direct costs associated with the extinguishment.

This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations.

During the three months ended March 31, 2026, we had total repayments of $ 18.1 million under the TILC warehouse loan facility.

The entire unused facility amount of $ 339.6 million was available as of March 31, 2026 based on the amount of warehouse-eligible, unpledged equipment.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 5.42 % at March 31, 2026.

Subsequent Events

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

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

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

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

TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – On April 17, 2026, Trinity Rail Leasing 2025 LLC, a Delaware limited liability company ("TRL-2025") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $ 447.4 million of its Series 2026-1 Class A Green Secured Railcar Equipment Notes (the "Series 2026-1 Class A Notes"), and (ii) $ 33.4 million of its Series 2026-1 Class B Green Secured Railcar Equipment Notes (the "Series 2026-1 Class B Notes") (the Series 2026-1 Class A Notes and the Series 2026-1 Class B Notes are, collectively, the “Series 2026-1 Notes”).

The Series 2026-1 Class A Notes bear interest at a fixed rate of 5.35 %, and the Series 2026-1 Class B Notes bear interest at a fixed rate of 5.56 %.

The Series 2026-1 Notes are payable monthly and have a stated final maturity date of April 19, 2056.

The Series 2026-1 Notes are obligations of TRL-2025 and are non-recourse to Trinity.

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

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

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

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

and for general corporate purposes.

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

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

Net proceeds received in connection with the issuance of the Series 2026-1 Notes were used to redeem the outstanding debt of the Trinity Rail Leasing 2019 LLC Series 2019-1 Secured Railcar Equipment Notes (the "Series 2019-1 Notes"), as described below, and for general corporate purposes.

Redemption of TRL-2019 Series 2019-1 Secured Railcar Equipment Notes – On April 17, 2026, with the net proceeds of the Series 2026-1 Notes described above, we redeemed in full the Series 2019-1 Notes, of which $ 377.1 million was outstanding at the redemption date.

The all-in interest rate for the Series 2019-1 Notes was 3.82 % per annum.

The Trinity Rail Leasing 2019 LLC Series 2019-2 Secured Railcar Equipment Notes remain outstanding.

Tribute Rail Secured Railcar Equipment Notes – On April 9, 2026, as a result of a railcar partnership transaction, Tribute Rail and its related debt will no longer be included in our Consolidated Financial Statements.

See Note 5 for further information.

Terms and conditions of our other debt, including recourse and non-recourse provisions and scheduled maturities, are described in Note 9 of our 2025 Annual Report on Form 10-K.

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

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

The effective tax rate from continuing operations for the nine months ended September 30, 2025 was an expense of 20.4 %, which differs from the U.S.

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

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

statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, non-deductible executive compensation, and return to provision adjustments, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes, excess tax benefits associated with equity-based compensation, and changes in state tax laws.

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

The Inflation Reduction Act of 2022 allows a company to purchase transferable tax credits.

During the nine months ended September 30, 2025, we purchased $ 40.0 million in tax credits for approximately $ 38.4 million in cash.

These credits were used to offset the Company’s federal income tax liability for 2024, which resulted in the recognition of a tax benefit of $ 1.6 million for the nine months ended September 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted.

The Act includes multiple business tax provisions, including the reinstatement of 100% bonus depreciation and a change in the calculation of deductible interest expense.

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

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

The effective tax rate from continuing operations for the three months ended March 31, 2026 was an expense of 24.2 %, which differs from the U.S.

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

The effective tax rate from continuing operations for the three months ended March 31, 2025 was an expense of 20.3 %, which differs from the U.S.

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

Deferred income tax liabilities related to railcars in our lease fleet were $ 1.3 billion as of both March 31, 2026 and December 31, 2025.

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI for the nine months ended September 30, 2025 are as follows:

Changes in AOCI for the three months ended March 31, 2026 are as follows:

Unrealized gains/(losses) on derivative financial instruments Net actuarial gains/(losses) of defined benefit plans Accumulated other comprehensive income (loss)

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( 2.2 ) — ( 2.2 )

noncontrolling interest ( 0.2 ) — ( 0.2 )

Other comprehensive income 5.2 — 5.2

Balances at September 30, 2025

Balances at March 31, 2026

$ 2.4 $ ( 1.4 ) $ 1.0

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Stock-Based Compensation

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

Stock-based compensation expense totaled approximately $ 6.7 million and $ 17.3 million for the three and nine months ended September 30, 2024, respectively.

Stock-based compensation expense totaled approximately $ 4.9 million and $ 5.3 million for the three months ended March 31, 2026 and 2025, respectively.

The Company's annual grants of share-based awards generally occur in the first and second quarters under our Fifth Amended and Restated Stock Option and Incentive Plan.

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

The following table summarizes stock-based compensation awards granted during the three months ended March 31, 2026:

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

Restricted stock units 2,860 $ 34.97

Restricted stock awards 28,388 $ 26.95

Performance units 132,656 $ 32.31

The fair value of restricted stock units and restricted stock awards ("RSAs") granted is based on the Company's closing stock price on the date of grant.

For the performance units granted during the nine months ended September 30, 2025 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield.

For the performance units granted during the nine months ended September 30, 2025 for which the payout is based on return on equity, the fair value is based on the Company's closing stock price on the date of grant, adjusted to exclude the cumulative value of dividends over the three-year vesting period as these units do not earn dividend equivalents.

The fair value of restricted stock units granted is based on the Company's closing stock price on the date of grant.

For the performance units granted during the three months ended March 31, 2026 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield.

Earnings Per Common Share

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Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares.

The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities.

The Company has certain unvested restricted stock awards that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities.

Consequently, diluted net income attributable to Trinity Industries, Inc.

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The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.:

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

(in millions, except per share amounts)

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Net income from continuing operations attributable to Trinity Industries, Inc.

31.4 36.7 71.4 120.8

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

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Diluted weighted average shares outstanding

81.9 84.1 83.1 83.9

Basic earnings per common share:

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

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

Norfolk Southern Railway Co., et al.

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

Josh Hickman, et al.

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

Norfolk Southern Railway Co., et al.

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

2025 CV 00434, in the Court of Common Pleas, Columbiana County, Ohio ("Hickman Matter");

and Richard Tsai, et al.

Norfolk Southern Corporation, et al.

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

2025 CV 614, in the Court of Common Pleas, Columbiana County, Ohio ("Tsai Matter").

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

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

On March 11, 2026, the court denied all defendants’ motions to dismiss in the Hickman Matter, including TILC’s motion to dismiss, and ordered the parties to prepare a discovery schedule.

The Company believes it has substantial defenses and intends to vigorously defend itself against all allegations in the third-party and direct claims asserted against TILC.

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Pursuant to the purchase and sale agreement related to the sale of THP, the Company agreed to indemnify the buyer for certain liabilities related to the highway products business, including those liabilities 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.

There have been no significant developments in such proceedings since those previously described in Note 15 of our 2024 Annual Report on Form 10-K.

As previously disclosed, Mr.

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

Trinity Industries, Inc.

and Trinity Highway Products, LLC , Case No.

CL13-698, in the Circuit Court, Richmond, Virginia).

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.

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

On March 31, 2026, the Court of Appeals of Virginia issued its memorandum opinion affirming the order of the trial court granting summary judgment in favor of the Company and affirmed the trial court’s denial of Mr.

Harman’s and the Commonwealth of Virginia’s motion for reconsideration.

Other matters

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The range of reasonably possible losses for such matters is $ 8.1 million to $ 19.8 million.

At September 30, 2025, total accruals of $ 8.8 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets.

At March 31, 2026, 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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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements