What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 233 added, 119 removed, 589 unchanged (37% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions, except per share amounts)

1 unchanged sentence

Leasing & Services 280.6 302.1 565.9 589.3

485.1 506.2 977.1 1,091.6

Operating costs:

2 unchanged sentences

Leasing & Services 181.1 178.7 363.5 350.3

375.2 372.8 738.3 816.0

Selling, engineering, and administrative expenses

Gains on dispositions of property:

51.1 49.4 101.8 99.4

Gains on dispositions of property and other divestitures:

Lease portfolio sales 8.2 7.8 30.2 13.7

Gain on divestiture of partially-owned leasing subsidiary 131.6 — 131.6 —

Other 1.2 3.6 2.1 5.3

141.0 11.4 163.9 19.0

Total operating profit 199.8 95.4 300.9 195.2

2 unchanged sentences

Other, net 1.5 1.7 2.1 ( 1.0 )

65.8 69.4 131.8 132.8

Income from continuing operations before income taxes 134.0 26.0 169.1 62.4

Provision for income taxes

31.8 4.1 40.3 11.5

Income from continuing operations 102.2 21.9 128.8 50.9

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

3 unchanged sentences

Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $( 2.7 ), $( 0.2 ), $( 5.0 ) and $ 0.4

8.7 0.5 16.1 ( 1.5 )

Reclassification adjustments for (gains) losses included in net income, net of tax benefit (expense) of $( 0.6 ), $ — , $( 1.3 ), and $ 0.5

( 1.8 ) ( 0.4 ) ( 4.0 ) 1.7

Defined benefit plans:

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

7.0 0.1 12.2 0.2

Comprehensive income 105.3 20.1 135.3 47.3

6 unchanged sentences

Consolidated Balance Sheets

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

40 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions)

7 unchanged sentences

Net gains on lease portfolio sales ( 30.2 ) ( 13.7 )

Gain on divestiture of partially-owned leasing subsidiary ( 131.6 ) —

Gains on dispositions of property and other assets ( 2.1 ) ( 5.3 )

Non-cash interest expense 5.4 5.0

Loss on extinguishment of debt — 0.8

Other 3.8 0.9

15 unchanged sentences

Proceeds from dispositions of property and other assets 6.7 8.5

Equity investments ( 37.6 ) —

Restricted cash related to the divestiture of partially-owned subsidiary ( 6.9 ) —

Net cash used in investing activities ( 181.8 ) ( 242.1 )

1 unchanged sentence

Payments to retire debt ( 503.4 ) ( 904.9 )

Proceeds from issuance of debt 549.1 1,065.0

Payments to settle contingent consideration liability — ( 8.0 )

3 unchanged sentences

Distributions to noncontrolling interest ( 4.2 ) ( 9.6 )

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

Net cash provided by (used in) financing activities ( 38.6 ) 44.9

Net decrease in cash, cash equivalents, and restricted cash ( 53.7 ) ( 59.1 )

1 unchanged sentence

Cash, cash equivalents, and restricted cash at end of period $ 269.9 $ 315.3

Significant noncash investing and financing activities (See Note 5):

Divestiture of noncash net assets related to the 2026 Exchange Transaction $ 39.2 $ —

Derecognition of TRIP Rail Holdings LLC noncontrolling interest $ 64.3 $ —

Equity method investment received in NP SPE Holdings LP $ 112.9 $ —

See accompanying notes to Consolidated Financial Statements.

26 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 — — — 98.3 — — — 98.3 — 98.3

Other comprehensive income — — — — 7.0 — — 7.0 — 7.0

Cash dividends declared on common stock (1)

— — — ( 24.0 ) — — — ( 24.0 ) — ( 24.0 )

Divestiture of noncontrolling interest in TRIP Rail Holdings LLC — — — — — — — — ( 64.3 ) ( 64.3 )

Stock-based compensation expense — — 5.5 — — — — 5.5 — 5.5

Settlement of share-based awards, net 0.8 — 0.2 — — ( 0.3 ) ( 9.3 ) ( 9.1 ) — ( 9.1 )

Shares repurchased — — — — — ( 0.4 ) ( 13.4 ) ( 13.4 ) — ( 13.4 )

Retirement of treasury stock ( 0.9 ) — ( 10.6 ) ( 19.7 ) — 0.9 30.3 — — —

June 30, 2026

79.7 $ 0.8 $ — $ 1,135.2 $ 8.0 — $ ( 0.9 ) $ 1,143.1 $ 2.6 $ 1,145.7

(1) Dividends of $ 0.31 per common share for all periods in 2026.

Common Stock Capital in

22 unchanged sentences

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 $ 0.31 and $ 0.30 per common share for the three months ended March 31, 2026 and 2025, respectively.

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

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

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”) 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.

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

Previously, TRIP Rail Holdings LLC ("TRIP Holdings") was a partially-owned subsidiary in the Leasing Group.

In April 2026, the Leasing Group fully divested its ownership in TRIP Holdings through a railcar partnership transaction as further described in Note 5.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of June 30, 2026, the results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 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 three months ended March 31, 2026 may not be indicative of expected results of operations for the year ending December 31, 2026.

Due to seasonal and other factors, the results of operations for the six months ended June 30, 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.

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

9 unchanged sentences

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

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.

During the six months ended June 30, 2026, we recognized approximately $ 1.9 million of credit loss expense and approximately $ 0.4 million of recoveries and other adjustments, and wrote off $ 3.7 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 $ 21.4 million at June 30, 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 $ 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.

Amounts due to our participating suppliers in the SCF program totaled $ 49.6 million and $ 49.1 million as of June 30, 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.

5 unchanged sentences

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.

For the three and six months ended June 30, 2026, we recorded expenses related to these obligations of $ 5.0 million ($ 3.9 million, net of income taxes) and $ 7.4 million ($ 5.7 million, net of income taxes), respectively.

For the three and six months ended June 30, 2025, we recorded expenses related to these obligations of $ 2.4 million ($ 1.9 million, net of income taxes) and $ 4.9 million ($ 3.8 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.

19 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

3 unchanged sentences

Digital and logistics services 11.7 9.6 24.0 18.8

$ 281.1 $ 302.4 $ 566.9 $ 589.8

Rail Products Group:

1 unchanged sentence

Parts & components 28.4 30.7 53.2 63.4

258.5 293.5 558.5 714.0

Elimination of intersegment revenues ( 54.5 ) ( 89.7 ) ( 148.3 ) ( 212.2 )

1 unchanged sentence

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

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 June 30, 2026 and the percentage of the outstanding performance obligations as of June 30, 2026 expected to be delivered during the remainder of 2026:

Unsatisfied performance obligations at June 30, 2026

Amount Percent expected to be delivered in 2026

8 unchanged sentences

Leasing and management $ 79.0 13 %

Maintenance services $ 3.9 100 %

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

4 unchanged sentences

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

June 30, 2026 December 31, 2025

(in millions)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

2 unchanged sentences

Interest income on sales-type lease receivables $ 0.3 $ 0.2 $ 0.6 $ 0.4

Profit recognized at sales-type lease commencement (1)

$ — $ 1.0 $ — $ 1.0

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

Derivative Instruments and Fair Value Measurements

9 unchanged sentences

Interest Rate Hedges

Included in accompanying balance sheet at March 31, 2026

Effect on interest expense –

increase/(decrease)

Included in accompanying

balance sheet at June 30, 2026

Effect on interest expense – increase/(decrease)

Asset Liability AOCI –

loss/(income) Three Months Ended

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

June 30, Six Months Ended

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

2026 2025 2026 2025

(in millions)

1 unchanged sentence

$ 6.6 $ — $ ( 7.1 ) $ 0.1 $ ( 2.4 ) $ 0.2 $ ( 4.5 ) $ ( 2.1 )

(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.

(1) Based on the fair value of open hedges as of June 30, 2026.

(2) Includes instruments with an aggregate notional amount of $ 763.5 million as of June 30, 2026 to hedge a portion of our outstanding debt.

Foreign Currency Hedges

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

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

Information related to our foreign currency hedges is as follows:

Included in accompanying balance sheet at March 31, 2026

Effect on cost of revenues –

increase/(decrease)

Included in accompanying

balance sheet at June 30, 2026

Effect on cost of revenues – increase/(decrease)

Asset Liability AOCI –

loss/(income) Three Months Ended

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

June 30, Six Months Ended

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

Instrument 2026 2025 2026 2025

1 unchanged sentence

Foreign currency hedges $ 3.4 $ 0.2 $ ( 4.9 ) $ ( 2.5 ) $ 2.0 $ ( 5.5 ) $ 6.7 $ ( 4.5 )

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

(1) Based on the fair value of open hedges as of June 30, 2026.

Derivatives Not Designated as Hedging Instruments

Included in accompanying balance sheet

at March 31, 2026

at June 30, 2026

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

Three Months Ended

June 30, Six Months Ended

Asset Liability 2026 2025 2026 2025

12 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

8 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

8 unchanged sentences

Interest rate hedges $ — $ 6.7

Foreign currency hedges 0.2 —

Derivatives not designated as hedging instruments:

4 unchanged sentences

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 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.

As of June 30, 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.

8 unchanged sentences

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

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

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

Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation.

4 unchanged sentences

We operate principally in North America.

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

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

12 unchanged sentences

Gains on lease portfolio sales ( 8.2 ) * ( 7.8 ) *

Gain on divestiture of partially-owned leasing subsidiary ( 131.6 ) * — *

Other segment items (5)

1 unchanged sentence

Segment operating profit $ 224.3 $ 3.4 $ 227.7 $ 118.6 $ 8.9 $ 127.5

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

External revenues $ 565.9 $ 411.2 $ 977.1 $ 589.3 $ 502.3 $ 1,091.6

Intersegment revenues 1.0 147.3 148.3 0.5 211.7 212.2

Total revenues 566.9 558.5 1,125.4 589.8 714.0 1,303.8

Elimination of intersegment revenues ( 148.3 ) ( 212.2 )

Total consolidated revenues $ 977.1 $ 1,091.6

Rail Products Group cost of revenues (2)

* 517.8 * 665.6

Depreciation and amortization for Company-owned railcars (3)

116.2 * 122.9 *

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

83.3 * 81.1 *

Selling, engineering, and administrative expenses 33.8 15.1 32.6 13.6

Gains on lease portfolio sales ( 30.2 ) * ( 13.7 ) *

Gain on divestiture of partially-owned leasing subsidiary ( 131.6 ) * — *

Other segment items (5)

162.9 0.1 143.8 —

Segment operating profit $ 332.5 $ 25.5 $ 358.0 $ 223.1 $ 34.8 $ 257.9

* Not identified as a significant expense for this segment.

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

11 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

7 unchanged sentences

Three Months Ended

March 31, Three Months Ended

June 30, Three Months Ended

2026 2025 2026 2025

4 unchanged sentences

Total $ 71.5 $ 75.2 $ 101.0 $ 184.2

Partially-Owned 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

Depreciation & Amortization Capital Expenditures

Six Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

Railcar Leasing and Services Group $ 129.3 $ 133.9 $ 247.7 $ 301.6

Rail Products Group 13.4 13.9 8.5 11.2

Corporate and other 1.4 1.7 2.1 0.8

Total $ 144.1 $ 149.5 $ 258.3 $ 313.6

Investments in Railcar Partnerships and Other Affiliates

2026 Railcar Partnership Exchange

Through our wholly-owned subsidiary, Trinity Industries Leasing Company (“TILC”), we previously formed TRIP Rail Holdings LLC ("TRIP Holdings") for the purpose of providing railcar leasing services in North America for institutional investors.

Prior to the 2026 Exchange Transaction completed in April 2026 as defined and described below, TRIP Holdings was a direct, partially-owned subsidiary of TILC in which we had a controlling interest.

See Note 7 for additional information regarding the debt of TRIP Holdings’ subsidiary, Tribute Rail LLC ("Tribute Rail").

In April 2026, TILC executed a contribution agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund GP LLC (“Napier Park”), 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 % membership interest in Triumph Rail Holdings LLC (“Triumph”) to NP SPE Holdings LP (“NP SPE”) in exchange for an 11.2 % limited partnership interest in NP SPE (the “2026 Exchange Transaction”).

TILC services all railcars owned by NP SPE.

As a result of the 2026 Exchange Transaction, TILC no longer has any direct ownership interest in TRIP Holdings, Tribute Rail, or Triumph.

The divestiture of TILC’s 42.56 % membership interest in TRIP Holdings resulted in the deconsolidation of TRIP Holdings in our Consolidated Financial Statements.

As TRIP Holdings did not represent a business, the divestiture was accounted for in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets and resulted in the recognition of a non-cash pre-tax gain of $ 131.6 million during the three months ended June 30, 2026.

The gain was computed based on (i) the fair value of noncash consideration received in the form of the 11.2 % limited partnership interest in NP SPE of $ 112.9 million, (ii) the derecognition of the net assets associated with TRIP Holdings of $ 50.0 million, (iii) the derecognition of the related noncontrolling interest of $ 64.3 million, and (iv) the settlement of a working capital liability associated with the exchange transaction completed in December 2025.

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

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

Our limited partnership interest in NP SPE is recorded as an investment in an unconsolidated affiliate and accounted for using the equity method under ASC 323, Investments–Equity Method and Joint Ventures .

See “Investments in Unconsolidated Affiliates—Railcar Investment Vehicle Partnerships” below for further information regarding this investment.

The impacts of the 2026 Exchange Transaction are reflected in our Consolidated Financial Statements as of and for the six months ended June 30, 2026.

Net income attributable to noncontrolling interest in our Consolidated Statements of Operations for the six months ended June 30, 2026 includes noncontrolling interest allocations related to TRIP Holdings through April 1, 2026.

Net income attributable to noncontrolling interest in our Consolidated Statements of Operations for the three and six months ended June 30, 2025 includes noncontrolling interest allocations related to TRIP Holdings, Triumph, and RIV 2013.

Investments in Unconsolidated Affiliates

Railcar Investment Vehicle Partnerships

In April 2026, we acquired an 11.2 % limited partnership interest in NP SPE, which holds diversified railcar fleets through its subsidiaries.

The remaining 88.8 % membership interest in NP SPE is owned by affiliates of Napier Park.

For additional information related to our acquisition of the 11.2 % membership interest in NP SPE, see “2026 Railcar Partnership Exchange” above.

Additionally, the Company and Wafra, Inc.

(“Wafra”), a global alternative investment manager, are partners in a railcar investment vehicle (“RIV”) program between Trinity and certain funds managed by Wafra (“Wafra Funds”).

As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 88.5 % by Wafra Funds and 11.5 % by TILC.

TILC services all railcars owned by NP SPE and Signal Rail (collectively, the “RIV Partnerships”).

Upon consideration under the variable interest entity ("VIE") model of ASC 810, Trinity has concluded that each of the RIV Partnerships meets the definition of a VIE.

TILC has variable interests in the RIV Partnerships arising from its equity ownership positions and its role as the service provider.

We determined that Trinity is not the primary beneficiary of the RIV Partnerships and therefore does not consolidate these entities as we do not have the power to direct the activities that most significantly impact the economic performance of the RIV Partnerships.

We absorb portions of losses and/or receive portions of residual returns commensurate with our equity interests in these entities.

In applying the guidance under ASC 323, we concluded that our investments in the RIV Partnerships should be accounted for under the equity method of accounting based on our equity ownership positions and our role as a service provider.

As of June 30, 2026, the carrying value of TILC’s equity investments in the RIV Partnerships was $ 124.3 million, which is included in other assets in our Consolidated Balance Sheets.

The carrying value of these investments represents our maximum exposure in the RIV Partnerships.

India Railcar Leasing Joint Venture

In June 2026, we acquired a 32.0 % interest in Touax Texmaco Railcar Leasing Private Limited (“TTRL”), a railcar leasing company in India.

TTRL is a joint venture with Touax Group, a global asset management company, and Texmaco Rail & Engineering Limited, a rail solution provider in India.

Upon consideration under the VIE model of ASC 810, Trinity has concluded that TTRL does not meet the definition of a VIE.

Additionally, we do not have a controlling financial interest in TTRL;

however, based on our 32.0 % ownership interest and ability to exercise significant influence, we account for our investment in TTRL under the equity method of accounting.

As of June 30, 2026, the carrying value of our investment in TTRL was $ 37.6 million, which is inclusive of $ 1.6 million of transaction costs and is included in other assets in our Consolidated Balance Sheets.

Investment in Consolidated Affiliate

In 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia.

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

Upon consideration under the variable interest entity (“VIE”) model of ASC 810, Consolidation , Trinity has concluded that Trinity Global Ventures meets the definition of a VIE.

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

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

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 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

In 2021, the Company and Wafra, Inc.

(“Wafra”), a global alternative investment manager, entered into a railcar investment vehicle program between Trinity and certain funds managed by Wafra (“Wafra Funds”).

As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 88.3 % by Wafra Funds and 11.7 % by TILC.

TILC services all railcars owned by Signal Rail.

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

TILC has variable interests in Signal Rail arising from its 11.7 % equity ownership position and its role as a service provider.

We determined that Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance.

We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 11.7 % equity interest in Signal Rail.

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

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.

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.

At June 30, 2026, the carrying value of our investment in Trinity Global Ventures totaled $ 2.8 million, which is eliminated in consolidation.

Property, Plant, and Equipment

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

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Total property, plant, and equipment, net $ 6,332.5 $ 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.

(1) The Leasing Group’s debt at June 30, 2026 consisted primarily of non-recourse debt.

As of June 30, 2026, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,616.0 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at June 30, 2026 was $ 872.2 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.

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

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The carrying amounts of our debt are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

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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).

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.

As of June 30, 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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

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Level 3 $ 3,054.5 $ 3,303.6

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

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.

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 5.23 % as of March 31, 2026.

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

Revolving Credit Facility – In June 2026, we amended and restated our $ 600.0 million unsecured corporate revolving credit facility to extend the maturity date to the earlier of (i) June 12, 2031 or (ii) April 15, 2028 if our Senior Notes due 2028 have not been repaid in full by that date.

The amended revolving credit facility also provides the ability to increase commitments by up to $ 300.0 million, subject to certain customary conditions, and modifies the leverage ratio calculation to give effect to certain cash balances, which may lower the applicable margin and commitment fee.

We incurred $ 1.3 million in costs related to the amendment, which will be amortized to interest expense through the maturity date.

During the six months ended June 30, 2026, there were no borrowings or repayments under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 7.6 million, leaving $ 592.4 million available for borrowing as of June 30, 2026.

Our outstanding letters of credit as of June 30, 2026 support performance bonds related to certain railcar orders.

The revolving credit facility bears interest at a variable rate of Secured Overnight Financing Rate ("SOFR") or the Canadian Overnight Repo Rate Average plus a facility margin of 1.50 %, for an all-in interest rate of 5.12 % as of June 30, 2026.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.30 % (initially set at 0.20 % as of June 30, 2026).

The applicable margin and commitment fee are based on the Company's Leverage Ratio, as defined in the amended revolving credit agreement.

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

As of June 30, 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 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 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”).

During the six months ended June 30, 2026, we had total borrowings of $ 75.1 million and total repayments of $ 40.4 million under the TILC warehouse loan facility.

The entire unused facility amount of $ 286.8 million was available as of June 30, 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 5.37 % at June 30, 2026.

TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 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 Secured Green Standard Railcar Notes (the "Series 2026-1 Class A Notes"), and (ii) $ 33.4 million of its Series 2026-1 Class B Secured Green Standard Railcar 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.

We incurred $ 5.4 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the Series 2026-1 Notes.

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

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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.

Redemption of TRL-2019 Series 2019-1 Secured Railcar Equipment Notes – In April 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.

Tribute Rail Secured Railcar Equipment Notes – In April 2026, as a result of the 2026 Exchange Transaction, Tribute and its related debt are no longer included in our Consolidated Financial Statements.

See Note 5 for further information.

Each of our secured railcar equipment notes, including the Series 2026-1 Notes, generally has an anticipated repayment date and a stated final maturity date.

While the stated final maturity date of these notes is in 2056, the cash flows from the encumbered assets of TRL-2025 will be applied, pursuant to the payment priorities of their respective indentures, so as to amortize their respective notes to achieve monthly targeted principal balances.

If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the notes will be repaid well in advance of their stated final maturity date.

There can be no assurance, however, that such cash flow assumptions will be realized.

If these notes are not repaid by the anticipated repayment date, the respective interest rate on these notes would increase from the fixed rate stated above.

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 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.

The effective tax rates from continuing operations for the three and six months ended June 30, 2026 were expenses of 23.7 % and 23.8 %, respectively, which differs from the U.S.

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

The effective tax rates from continuing operations for the three and six months ended June 30, 2025 were expenses of 15.8 % and 18.4 %, respectively, which differ from the U.S.

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

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

During the three and six months ended June 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 three and six months ended June 30, 2025.

Deferred income tax liabilities related to railcars in our lease fleet were $ 1.3 billion as of both June 30, 2026 and December 31, 2025.

Accumulated Other Comprehensive Income (Loss)

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

Changes in AOCI for the six months ended June 30, 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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Other comprehensive income 12.1 0.1 12.2

Balances at March 31, 2026

Balances at June 30, 2026

$ 9.3 $ ( 1.3 ) $ 8.0

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Stock-Based Compensation

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

Stock-based compensation expense totaled approximately $ 5.5 million and $ 10.4 million for the three and six months ended June 30, 2026, respectively.

Stock-based compensation expense totaled approximately $ 5.4 million and $ 10.7 million for the three and six months ended June 30, 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 three months ended March 31, 2026:

The following table summarizes stock-based compensation awards granted during the six months ended June 30, 2026:

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

Restricted stock units 381,404 $ 34.24

Restricted stock awards 18,282 $ 34.30

Performance units 238,550 $ 31.67

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.

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 six months ended June 30, 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.

For the performance units granted during the six months ended June 30, 2026 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.

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

The Company has certain unvested RSAs 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

Three Months Ended June 30, Six Months Ended

2026 2025 2026 2025

(in millions, except per share amounts)

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

102.2 16.0 128.2 40.0

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

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Diluted weighted average shares outstanding

81.6 82.9 81.8 83.4

Basic earnings per common share:

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

On April 21, 2026, the court consolidated the Tsai and Hickman Matters and subsequently denied TILC's pending motion to dismiss in the 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.

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

On June 1, 2026, Mr.

Harman filed his Petition for Appeal with the Virginia Supreme Court, which remains pending.

Other matters

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The range of reasonably possible losses for such matters is $ 10.2 million to $ 24.2 million.

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.

At June 30, 2026, total accruals of $ 10.9 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