What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-30 · 93 added, 182 removed, 305 unchanged (47% of the section changed)

14 unchanged sentences

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

• geopolitical events, including armed conflicts, and their impact on supply chains, pricing, and the global economy;

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

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• competition and other competitive factors;

• changing technologies;

• changing technologies, including our ability to effectively integrate artificial intelligence ("AI") into our business;

• material failure, interruption of service, compromised data security, phishing emails, or cybersecurity breaches in our information technology (or that of the third-party vendors who provide information technology or other services);

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• fluctuations in foreign currency exchange rates, particularly the Mexican peso;

• geopolitical events, including armed conflicts, and their impact on supply chains, pricing, and the global economy;

• changes in import and export quotas and regulations;

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

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

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

We continue to actively monitor evolving tariff and trade developments, including tariffs imposed pursuant to Section 232 of the Trade Expansion Act of 1962 on steel and aluminum, and their potential impact on demand for our products.

Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy in the U.S.

and Mexico, is negatively impacting and could continue to negatively impact our results of operations and demand for new railcars.

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

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We continually assess the impact of input costs on our operational efficiency, margins, and overall profitability.

Supply Chain and Transportation Network Disruptions

As a result of disruptions in the global supply chain, we have, from time to time, experienced shortages of materials used to manufacture or repair certain railcar types.

We are also subject to disruptions in the rail transportation network, including potential rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico.

We continuously monitor rail and truck traffic at the U.S.-Mexico border and continue to evaluate available alternatives for rail and truck transportation between Mexico and the U.S.

Additionally, we actively monitor our supply chain and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines.

However, challenges related to supply chain and transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.

Transportation Network Disruptions

We have, from time to time, been impacted by disruptions in the rail transportation network, including rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico.

We continuously monitor rail traffic at the U.S.-Mexico border, and we take appropriate steps within our control to mitigate the potential impacts on our delivery timelines.

However, any future challenges related to transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.

Financial and Operational Highlights

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

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

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

• Our revenues for the three months ended March 31, 2026 were $492.0 million, representing a decrease of 16.0%, compared to the three months ended March 31, 2025.

Our operating profit for the three months ended March 31, 2026 was $101.1 million, representing an increase of 1.3%, compared to $99.8 million for the three months ended March 31, 2025.

• The Leasing Group's lease fleet of 101,960 company-owned railcars was 97.3% utilized as of March 31, 2026, compared to a lease fleet utilization of 96.8% on 110,150 company-owned railcars as of March 31, 2025.

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

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

• For the three months ended March 31, 2026, we made a net fleet investment of approximately $67.7 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases;

and is net of proceeds from lease portfolio sales.

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

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

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

• The total value of the new railcar backlog at March 31, 2026 was $1.6 billion, compared to $1.9 billion at March 31, 2025.

The Rail Products Group received orders for 1,660 railcars and delivered 1,970 railcars in the three months ended March 31, 2026, in comparison to orders for 695 railcars and deliveries of 3,060 railcars in the three months ended March 31, 2025.

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

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

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

Capital Structure Updates

TRL-2023 Term Loan – In April 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company (“TILC”), entered into an amended and restated 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%.

Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”);

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

and for general corporate purposes.

The interest rate for the TRL-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%.

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

Dollar amounts are presented for the three months ended March 31, 2026 and 2025.

Litigation Updates

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Subsequent Events

On October 28, 2025, Trinity Rail Leasing 2025 LLC, a Delaware limited liability company ("TRL-2025") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $535.2 million of its Series 2025-1 Green Secured Railcar Equipment Notes (the "TRL-2025 Notes").

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

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

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

to redeem the outstanding debt of TRL-2010;

and for general corporate purposes.

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

TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of $480.8 million of its Series 2026-1 Green Secured Railcar Equipment Notes (the "Series 2026-1 Notes).

The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36%, are payable monthly, and have a stated final maturity date of April 2056.

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

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

Railcar Partnership Transaction – In April 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) a 42.56% membership interest in TRIP Rail Holdings LLC ("TRIP Holdings") and (ii) a 0.2% interest in Triumph Rail Holdings LLC ("Triumph Holdings") to NP SPE Holdings LP ("NP SPE") in exchange for a 11.2% limited partnership interest in 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;

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

Consolidated Results of Operations

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

The following table summarizes our consolidated results of operations for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions)

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Income from continuing operations before income taxes 35.1 36.4

Provision (benefit) for income taxes 11.1 15.6 22.6 43.7

Provision for income taxes 8.5 7.4

Income from continuing operations $ 26.6 $ 29.0

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

Three Months Ended September 30, 2025

Revenues Percent

External Intersegment Total Change

(in millions)

Railcar Leasing and Services Group $ 300.8 $ 0.2 $ 301.0 4.0 %

Rail Products Group 153.3 125.5 278.8 (53.8) %

Segment Totals 454.1 125.7 579.8 (35.1) %

Eliminations — (125.7) (125.7)

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

Three Months Ended September 30, 2024

External Intersegment Total

(in millions)

Railcar Leasing and Services Group $ 289.2 $ 0.3 $ 289.5

Rail Products Group 509.6 93.6 603.2

Segment Totals 798.8 93.9 892.7

Eliminations — (93.9) (93.9)

Consolidated Total $ 798.8 $ — $ 798.8

Nine Months Ended September 30, 2025

The tables below present revenues by segment for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

Revenues Percent

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Consolidated Total $ 492.0 $ — $ 492.0 (16.0) %

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

External Intersegment Total

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and gains or losses on property disposals.

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

Operating costs by segment for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions)

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Consolidated Total $ 390.9 $ 485.6

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

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

(1) Includes gains on lease portfolio sales of $22.0 million and $5.9 million for the three months ended March 31, 2026 and 2025, respectively.

Operating Profit

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

Operating profit by segment for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in millions)

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Discussion of Consolidated Results

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

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

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

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

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

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

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

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

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

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

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

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

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

Revenues – Our revenues for the three months ended March 31, 2026 were $492.0 million, representing a decrease of $93.4 million, or 16.0%, over the prior year period primarily due to lower external deliveries in the Rail Products Group.

Cost of revenues – Our cost of revenues for the three months ended March 31, 2026 was $363.1 million, representing a decrease of $80.1 million, or 18.1%, over the prior year period primarily due to lower external deliveries in the Rail Products Group.

Gains on dispositions of property – Gains on dispositions of property increased by $15.3 million for the three months ended March 31, 2026, when compared to the prior year period primarily due to higher gains on lease portfolio sales.

Operating profit – Operating profit for the three months ended March 31, 2026 totaled $101.1 million, representing an increase of $1.3 million, or 1.3%, from the prior year period primarily due to higher gains on lease portfolio sales and higher lease rates, partially offset by higher operating costs for the lease fleet.

Additionally, the prior year period included the operating profit of a partially-owned leasing subsidiary that was divested in the fourth quarter of 2025.

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

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

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

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

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

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

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

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

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

The effective tax rates from continuing operations for the three and 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.

Income taxes – 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.

Segment Discussion

Railcar Leasing and Services Group

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

2025 2024 Percent 2025 2024 Percent

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

Three Months Ended March 31,

2026 2025 Percent

($ in millions) Change

Leasing and management $ 210.3 $ 219.0 (4.0) %

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in millions)

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Operating profit margin on lease portfolio sales 26.4 % 17.5 %

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

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

Total revenues for the Railcar Leasing and Services Group decreased by 0.6% for the three months ended March 31, 2026, compared to the prior year period.

Leasing and management revenues decreased by 4.0% for the three months ended March 31, 2026, when compared to the prior year period primarily due to reduced revenues resulting from the fourth quarter 2025 divestiture of a partially-owned leasing subsidiary, partially offset by higher lease rates.

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

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

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

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

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

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

Revenues in our maintenance services business increased by 6.8% for the three months ended March 31, 2026, when compared to the prior year period as a result of higher pricing, partially offset by the mix of repairs.

Cost of revenues for the Railcar Leasing and Services Group increased by 6.5% for the three months ended March 31, 2026, compared to the prior year period primarily due to higher maintenance and compliance costs for the lease fleet and increased depreciation.

This increase was partially offset by operating costs incurred in the prior year period associated with a partially-owned leasing subsidiary that was divested in the fourth quarter of 2025.

Leasing Group operating profit increased by 3.5% for the three months ended March 31, 2026 when compared to the prior year period, primarily due to higher gains on lease portfolio sales and higher lease rates, partially offset by higher maintenance and compliance costs for the lease fleet and increased depreciation.

Additionally, the prior year period included the operating profit of a partially-owned leasing subsidiary that was divested in the fourth quarter of 2025.

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

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

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

Number of railcars (1) :

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Partially-owned 6,135 23,265

112,850 109,555

Company-owned 101,960 110,150

Investor-owned 44,710 34,215

146,495 143,840

Total 146,670 144,365

Company-owned railcars:

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Fleet utilization 97.3 % 96.8 %

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

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

(1) Reflects railcars transferred from partially-owned to wholly-owned and investor-owned as a result of a railcar partnership transaction completed in the fourth quarter of 2025.

(2) Includes 2,230 railcars and 2,240 railcars under leased-in arrangements as of March 31, 2026 and 2025, respectively.

Rail Products Group

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

2025 2024 Percent 2025 2024 Percent

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

Three Months Ended March 31,

2026 2025 Percent

($ in millions) Change

Rail products $ 275.2 $ 387.8 (29.0) %

$ 251.6 $ 575.9 (56.3) % $ 902.2 $ 1,820.7 (50.4) %

Parts & components 24.8 32.7 (24.2) %

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7.5 6.9 8.7 %

Gains on dispositions of property 0.2 0.1 * 0.2 0.1 *

Operating profit $ 22.1 $ 25.9 (14.7) %

Operating profit margin 7.4 % 6.2 %

* Not meaningful

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

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

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

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

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

These decreases were primarily due to lower deliveries.

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

Revenues and cost of revenues for the Rail Products Group decreased for the three months ended March 31, 2026 by 28.7% and 30.3%, respectively, when compared to the prior year period primarily due to lower deliveries.

Operating profit for the Rail Products Group decreased for the three months ended March 31, 2026 by 14.7%, when compared to the prior year period primarily due to lower deliveries, partially offset by a higher mix of high-margin railcars.

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

September 30,

In addition to the amounts below, as of March 31, 2026, our backlog related to sustainable railcar conversions totaled $37.7 million, representing 440 railcars.

2026 2025 Percent

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Total $ 1,610.1 $ 1,886.6 (14.7) %

Three Months Ended September 30, Nine Months Ended

September 30,

Three Months Ended

2026 2025 Percent

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Deliveries (1,970) (3,060) (35.6) %

(1,680) (4,360) (6,555) (13,810) (52.5) %

Ending balance 11,350 13,640 (16.8) %

Average selling price in ending backlog $ 141,859 $ 138,314 2.6 %

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

Total backlog dollars decreased by 14.7% when compared to the prior year period.

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

We expect to deliver approximately 42% of our railcar backlog value during the remaining nine months of 2026 and 34% during 2027, with the remainder to be delivered through 2028.

The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers.

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

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

($ in millions)

New railcars $ 86.8 $ 113.8

Sustainable railcar conversions $ — $ — $ — $ 0.4

Parts & components $ 6.5 $ 8.5

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Number of new railcars (in units) 680 830

Number of sustainable railcar conversions (in units) — — — 5

Corporate and other

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

2025 2024 Percent 2025 2024 Percent

(in millions) Change (in millions) Change

Three Months Ended March 31,

2026 2025 Percent

(in millions) Change

Operating costs:

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$ 25.7 $ 24.4 5.3 %

Gains on dispositions of property — — * (2.3) (0.2) *

Operating loss $ (25.7) $ (24.4) 5.3 %

* Not meaningful

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

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

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

Liquidity and Capital Resources

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

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

As of March 31, 2026, we have total committed liquidity of $1.1 billion.

Our total available liquidity includes:

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We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.

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.

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

Liquidity Highlights

TRL-2023 Term Loan – In April 2025, TRL-2023 entered into an amended and restated 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%.

Net proceeds received from the transaction were used to redeem the outstanding borrowings of TRL-2017, to repay borrowings under TILC's warehouse loan facility, and for general corporate purposes.

Redemption of TRL-2017 Promissory Notes – In April 2025, we redeemed in full the TRL-2017 promissory notes, of which $616.0 million was outstanding at the redemption date.

The interest rate for the TRL-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%.

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

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

Nine Months Ended

September 30,

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:

Three Months Ended

(in millions)

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Net cash flows from discontinued operations (1.8) (1.9)

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

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

Operating Activities .

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

Net cash provided by operating activities from continuing operations for the three months ended March 31, 2026 was $99.6 million compared to net cash provided by operating activities from continuing operations of $78.4 million for the three months ended March 31, 2025.

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

Nine Months Ended

September 30,

Three Months Ended

(in millions)

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Changes in operating assets and liabilities $ 9.8 $ (19.5)

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

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

The changes in our operating assets and liabilities resulted in a net source of $9.8 million for the three months ended March 31, 2026, as compared to a net use of $19.5 million for the three months ended March 31, 2025.

The changes in operating assets and liabilities were impacted primarily by lower receivables balances as a result of lower deliveries in the current year period and changes in inventory balances to support planned production levels.

Investing Activities.

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

Net cash used in investing activities for the three months ended March 31, 2026 was $70.2 million compared to $91.6 million of net cash used in investing activities for the three months ended March 31, 2025.

Significant investing activities are as follows:

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

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

• We made a net fleet investment of $67.7 million during the three months ended March 31, 2026, compared to $86.5 million in the prior year period primarily due to the timing of lease portfolio sales and fleet additions.

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

and is net of proceeds from lease portfolio sales.

Financing Activities.

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

Net cash used in financing activities during the three months ended March 31, 2026 was $98.6 million compared to $124.2 million of net cash used in financing activities for the three months ended March 31, 2025.

Significant financing activities are as follows:

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

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

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

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

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

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

• During the three months ended March 31, 2026 and 2025, we had total debt repayments of $62.2 million and $77.3 million, respectively, related to normal amortization activity.

• We paid $24.8 million and $24.6 million in dividends to our common stockholders during the three months ended March 31, 2026 and 2025, respectively.

• During the three months ended March 31, 2026, we repurchased common stock totaling $7.2 million, resulting in a remaining authorization to repurchase up to $150.3 million of our common stock under the share repurchase program as of March 31, 2026.

Certain shares of stock repurchased during March 2026, totaling $0.2 million, were cash settled in April 2026 in accordance with normal settlement practices.

During the three months ended March 31, 2025, we repurchased common stock totaling $8.2 million under the share repurchase program.

Current Debt Obligations

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Ratio Covenant Actual at

September 30, 2025

March 31, 2026

Maximum leverage (1)

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No less than 2.25 to 1.00 9.80

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

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

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.

Please refer to Note 7 of the Consolidated Financial Statements for a description of our current debt obligations.

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Off Balance Sheet Arrangements

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

As of March 31, 2026, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $4.4 million, which support performance bonds related to certain railcar orders.

See Note 7 of the Consolidated Financial Statements for further information about our corporate revolving credit facility.

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

Nine Months Ended

September 30,

Three Months Ended

(in millions)

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Contractual Obligations and Commercial Commitments

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

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

• In April 2025, we redeemed in full the TRL-2017 promissory notes, of which $632.8 million was outstanding as of December 31, 2024.

As of March 31, 2026, there have been no material changes to our contractual obligations from December 31, 2025.

Recent Accounting Pronouncements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis