What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-30 · 168 added, 85 removed, 313 unchanged (45% of the section changed)

13 unchanged sentences

• actions by U.S.

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;

and/or foreign governments (particularly Mexico and Canada) relative to tariffs, customs administration, trade policies and the interpretation or application of customs laws, 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;

47 unchanged sentences

and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components.

In April 2026, we completed a railcar partnership transaction involving our partially-owned leasing subsidiary, TRIP Rail Holdings LLC ("TRIP Holdings").

See "Executive Summary – Capital Structure Updates" below for further information regarding this transaction.

Executive Summary

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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.

and Mexico, has increased during 2026 and may continue to influence customer purchasing decisions, our commercial arrangements, and demand for new railcars, which has and could continue to negatively impact our results of operations.

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

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Financial and Operational Highlights

• 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 revenues for the six months ended June 30, 2026 were $977.1 million, representing a decrease of 10.5%, compared to the six months ended June 30, 2025.

Our operating profit for the six months ended June 30, 2026 was $300.9 million, representing an increase of 54.1%, compared to $195.2 million for the six months ended June 30, 2025.

• The Leasing Group's lease fleet of 96,280 company-owned railcars was 97.3% utilized as of June 30, 2026, compared to a lease fleet utilization of 96.8% on 111,545 company-owned railcars as of June 30, 2025.

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

• 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;

• For the six months ended June 30, 2026, we made a net fleet investment of approximately $126.0 million, which primarily includes new railcar additions, sustainable railcar conversions, 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 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.

• The total value of the new railcar backlog at June 30, 2026 was $1.6 billion, compared to $2.0 billion at June 30, 2025.

The Rail Products Group received orders for 3,220 railcars and delivered 3,540 railcars in the six months ended June 30, 2026, in comparison to orders for 3,005 railcars and deliveries of 4,875 railcars in the six months ended June 30, 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 three months ended March 31, 2026 and 2025.

Litigation Updates

See Note 12 of the Consolidated Financial Statements for an update on the status of certain litigation.

Subsequent Events

Dollar amounts are presented for the six months ended June 30, 2026 and 2025.

Capital Structure Updates

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").

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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.

2026 Railcar Partnership Exchange – In April 2026, TILC executed a contribution agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund GP 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 Holdings and (ii) a 0.2% 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").

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.

its wholly-owned subsidiary, Tribute Rail LLC ("Tribute");

The Company recognized a non-cash pre-tax gain of $131.6 million during the three and six months ended June 30, 2026.

TRIP Holdings and Tribute and its related debt, which totaled $270.6 million as of December 31, 2025, are no longer included in our Consolidated Financial Statements.

In December 2025, the Leasing Group divested substantially all of its ownership interest in Triumph, formerly a subsidiary of TRIP Holdings (together with the 2026 Exchange Transaction, the "Railcar Partnership Transactions").

Litigation Updates

See Note 12 of the Consolidated Financial Statements for an update on the status of certain litigation.

Consolidated Results of Operations

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

The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

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Selling, engineering, and administrative expenses 51.1 49.4 101.8 99.4

Gains on dispositions of property 22.9 7.6

Gains on dispositions of property and other divestitures (1)

141.0 11.4 163.9 19.0

Total operating profit 199.8 95.4 300.9 195.2

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Income from continuing operations $ 102.2 $ 21.9 $ 128.8 $ 50.9

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

Three Months Ended March 31, 2026

(1) Includes a $131.6 million gain on the divestiture of TRIP Holdings for the three and six months ended June 30, 2026.

See Note 5 of the Consolidated Financial Statements for additional information.

The tables below present revenues by segment for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

Revenues Percent

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Consolidated Total $ 485.1 $ — $ 485.1 (4.2) %

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

External Intersegment Total

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Consolidated Total $ 506.2 $ — $ 506.2

Six Months Ended June 30, 2026

Revenues Percent

External Intersegment Total Change

(in millions)

Railcar Leasing and Services Group $ 565.9 $ 1.0 $ 566.9 (3.9) %

Rail Products Group 411.2 147.3 558.5 (21.8) %

Segment Totals 977.1 148.3 1,125.4 (13.7) %

Eliminations — (148.3) (148.3)

Consolidated Total $ 977.1 $ — $ 977.1 (10.5) %

Six Months Ended June 30, 2025

External Intersegment Total

(in millions)

Railcar Leasing and Services Group $ 589.3 $ 0.5 $ 589.8

Rail Products Group 502.3 211.7 714.0

Segment Totals 1,091.6 212.2 1,303.8

Eliminations — (212.2) (212.2)

Consolidated Total $ 1,091.6 $ — $ 1,091.6

Operating Costs

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selling, engineering, and administrative costs;

and gains or losses on property disposals.

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

and gains or losses on property disposals and other divestitures.

Operating costs by segment for the three and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

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Consolidated Total $ 285.3 $ 410.8 $ 676.2 $ 896.4

(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.

(1) Includes a $131.6 million gain on the divestiture of TRIP Holdings for the three and six months ended June 30, 2026;

gains on lease portfolio sales of $8.2 million and $7.8 million for the three months ended June 30, 2026 and 2025, respectively;

and gains on lease portfolio sales of $30.2 million and $13.7 million for the six months ended June 30, 2026 and 2025, respectively.

Operating Profit

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

Operating profit by segment for the three and six months ended June 30, 2026 and 2025 was as follows:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in millions)

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Discussion of Consolidated Results

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.

Revenues – Our revenues for the three months ended June 30, 2026 were $485.1 million, representing a decrease of $21.1 million, or 4.2%, over the prior year period.

Our revenues for the six months ended June 30, 2026 were $977.1 million, representing a decrease of $114.5 million, or 10.5%, over the prior year period.

The decrease for the three months ended June 30, 2026 was primarily due to lower revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates.

The decrease for the six months ended June 30, 2026 was primarily due to lower external deliveries in the Rail Products Group and the impact of the Railcar Partnership Transactions.

Cost of revenues – Our cost of revenues for the three months ended June 30, 2026 was $375.2 million, representing an increase of $2.4 million, or 0.6%, over the prior year period.

Our cost of revenues for the six months ended June 30, 2026 was $738.3 million, representing a decrease of $77.7 million, or 9.5%, over the prior year period.

The increase for the three months ended June 30, 2026 was primarily due to higher operating costs for the lease fleet, partially offset by lower costs associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions.

The decrease for the six months ended June 30, 2026 was primarily due to lower external deliveries in the Rail Products Group and the impact of the Railcar Partnership Transactions, partially offset by higher operating costs for the lease fleet.

Gains on dispositions of property and other divestitures – Gains on dispositions of property and other divestitures increased by $129.6 million and $144.9 million for the three and six months ended June 30, 2026, when compared to the prior year periods primarily due to the $131.6 million gain on the divestiture of TRIP Holdings, as well as higher gains on lease portfolio sales.

Operating profit – Operating profit for the three months ended June 30, 2026 totaled $199.8 million, representing an increase of $104.4 million, or 109.4%, from the prior year period.

Operating profit for the six months ended June 30, 2026 totaled $300.9 million, representing an increase of $105.7 million, or 54.1%, from the prior year period.

These increases were primarily due to the $131.6 million gain on the divestiture of TRIP Holdings, higher gains on lease portfolio sales, and higher lease rates, partially offset by higher operating costs for the lease fleet.

Additionally, the prior year periods included the operating profit associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.

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

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.

Interest expense, net – Interest expense, net for the three months ended June 30, 2026 totaled $64.3 million, compared to $67.7 million for the three months ended June 30, 2025.

Interest expense, net for the six months ended June 30, 2026 totaled $129.7 million, compared to $133.8 million for the six months ended June 30, 2025.

These decreases for the three and six months ended June 30, 2026 were primarily driven by lower average debt, partially offset by higher interest rates.

Income taxes – 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.

See Note 8 for further information regarding the purchase of transferable tax credits.

Segment Discussion

Railcar Leasing and Services Group

Three Months Ended March 31,

2026 2025 Percent

($ in millions) Change

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

2026 2025 Percent 2026 2025 Percent

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

Leasing and management $ 206.0 $ 233.5 (11.8) % $ 416.3 $ 452.5 (8.0) %

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Selling, engineering, and administrative expenses 16.3 13.9 17.3 % 33.8 32.6 3.7 %

Gains on dispositions of property:

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 (3)

131.6 — * 131.6 — *

Other 1.2 1.3 * 2.1 3.0 *

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Total operating profit margin 79.8 % 39.2 % 58.7 % 37.8 %

Total operating profit margin, excluding lease portfolio sales 30.2 % 34.3 %

Total operating profit margin, excluding lease portfolio sales and gain on divestiture of partially-owned leasing subsidiary 30.1 % 36.6 % 30.1 % 35.5 %

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

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

(3) See Note 5 of the Consolidated Financial Statements for additional information regarding this transaction.

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

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

($ in millions)

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Operating profit margin on lease portfolio sales 26.5 % 26.6 % 26.4 % 21.7 %

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.

Total revenues for the Railcar Leasing and Services Group decreased by 7.0% and 3.9% for the three and six months ended June 30, 2026, respectively, compared to the prior year periods.

Leasing and management revenues decreased by 11.8% and 8.0% for the three and six months ended June 30, 2026, respectively, when compared to the prior year periods, primarily due to reduced revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, 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 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.

Revenues in our maintenance services business increased by 6.9% and 6.8% for the three and six months ended June 30, 2026, respectively, when compared to the prior year periods as a result of the mix of repairs.

Additionally, the increase in revenues for the six months ended June 30, 2026 was favorably impacted by higher pricing.

Cost of revenues for the Railcar Leasing and Services Group increased by 1.4% and 3.9% for the three and six months ended June 30, 2026, respectively, compared to the prior year periods primarily due to higher maintenance and compliance costs for the lease fleet, increased depreciation, as well as operational inefficiencies in our maintenance services business.

In addition, cost of revenues for the three and six months ended June 30, 2026 includes disposal charges associated with the exit of certain logistics solutions locations.

The increase was partially offset by operating costs incurred in the prior year periods associated with two partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.

Leasing Group operating profit increased by 89.1% and 49.0% for the three and six months ended June 30, 2026, respectively, when compared to the prior year periods primarily due to the gain on the divestiture of TRIP Holdings, higher gains on lease portfolio sales, and higher lease rates, partially offset by increased maintenance and compliance costs for the lease fleet, higher depreciation, and disposal charges associated with the exit of certain logistics solutions locations.

Additionally, the prior year periods included the operating profit associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.

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:

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025

Number of railcars (1) :

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Investor-owned (4)

50,650 34,205

Total 146,930 145,750

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Fleet utilization 97.3 % 96.8 %

(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.

(1) Reflects railcars transferred from partially-owned to wholly-owned and investor-owned as a result of the Railcar Partnership Transactions.

(2) Includes 2,230 railcars under leased-in arrangements as of June 30, 2026 and 2025.

(3) Approximately 6,235 railcars were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 in December 2025.

(4) Approximately 17,025 railcars reported in partially-owned as of June 30, 2025 were transferred from partially-owned to investor-owned related to the Railcar Partnership Transactions.

Rail Products Group

Three Months Ended March 31,

2026 2025 Percent

($ in millions) Change

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

2026 2025 Percent 2026 2025 Percent

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

Rail products (1)

$ 230.1 $ 262.8 (12.4) % $ 505.3 $ 650.6 (22.3) %

Parts & components 28.4 30.7 (7.5) % 53.2 63.4 (16.1) %

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7.6 6.7 13.4 % 15.1 13.6 11.0 %

Gains on dispositions of property (0.1) — * (0.1) — *

Operating profit $ 3.4 $ 8.9 (61.8) % $ 25.5 $ 34.8 (26.7) %

Operating profit margin 1.3 % 3.0 % 4.6 % 4.9 %

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.

(1) Includes sustainable railcar conversion revenues of $10.7 million, representing 115 railcars, for the three and six months ended June 30, 2026.

Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the three and six months ended June 30, 2025.

Revenues for the Rail Products Group decreased for the three and six months ended June 30, 2026 by 11.9% and 21.8%, respectively, when compared to the prior year periods.

Cost of revenues for the Rail Products Group decreased for the three and six months ended June 30, 2026 by 11.0% and 22.2%, 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 six months ended June 30, 2026 by 61.8% and 26.7%, respectively, when compared to the prior period primarily due to lower deliveries.

In addition, during the three and six months ended June 30, 2026, an incident at our Longview, Texas manufacturing facility resulted in a production interruption, which negatively impacted operating profit.

T he decrease in operating profit for the six months ended June 30, 2026 was 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.

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.

In addition to the amounts below, as of June 30, 2026, our backlog related to sustainable railcar conversions totaled $28.2 million, representing 370 railcars.

2026 2025 Percent

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Total $ 1,585.2 $ 1,959.8 (19.1) %

Three Months Ended

Three Months Ended June 30, Six Months Ended

2026 2025 2026 2025 Percent

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Total backlog dollars decreased by 19.1% when compared to the prior year period.

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.

We expect to deliver approximately 40% of our railcar backlog value during the remaining six months of 2026 and 36% 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

Three Months Ended June 30, Six Months Ended

2026 2025 2026 2025

($ in millions)

New railcars $ 36.1 $ 81.0 $ 122.9 $ 194.8

Sustainable railcar conversions $ 10.7 $ — $ 10.7 $ —

Parts & components $ 7.1 $ 8.4 $ 13.6 $ 16.9

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Number of new railcars (in units) 265 530 945 1,360

Number of sustainable railcar conversions (in units) 115 — 115 —

Corporate and other

Three Months Ended March 31,

2026 2025 Percent

(in millions) Change

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

2026 2025 Percent 2026 2025 Percent

(in millions) Change (in millions) Change

Operating costs:

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$ 27.1 $ 28.8 (5.9) % $ 52.8 $ 53.2 (0.8) %

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

Operating loss $ (27.1) $ (26.5) 2.3 % $ (52.8) $ (50.9) 3.7 %

*Not meaningful

Selling, engineering, and administrative expenses for the three and six months ended June 30, 2026 decreased by 5.9% and 0.8%, respectively, when compared to the prior year periods primarily from lower employee-related costs.

Total operating costs for the three and six months ended June 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 March 31, 2026, we have total committed liquidity of $1.1 billion.

As of June 30, 2026, we have total committed liquidity of $1.0 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.

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

Liquidity Highlights

TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, TRL-2025 issued an aggregate principal amount of $480.8 million of its Series 2026-1 Notes.

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

Net proceeds received in connection with the issuance of the Series 2026-1 Notes were used to redeem the outstanding debt of the Series 2019-1 Notes and for general corporate purposes.

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 following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025:

Six Months Ended

(in millions)

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Operating Activities .

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.

Net cash provided by operating activities from continuing operations for the six months ended June 30, 2026 was $172.4 million compared to net cash provided by operating activities from continuing operations of $141.9 million for the six months ended June 30, 2025.

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

Three Months Ended

Six Months Ended

(in millions)

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Changes in operating assets and liabilities $ 8.4 $ (51.9)

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.

The changes in our operating assets and liabilities resulted in a net source of $8.4 million for the six months ended June 30, 2026, as compared to a net use of $51.9 million for the six months ended June 30, 2025.

The changes in operating assets and liabilities were impacted primarily by income tax refunds received in the current year period and the purchase of tax credits in the prior year period, partially offset by an increase in inventory and the timing of payments associated with operating liabilities.

Investing Activities.

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.

Net cash used in investing activities for the six months ended June 30, 2026 was $181.8 million compared to $242.1 million of net cash used in investing activities for the six months ended June 30, 2025.

Significant investing activities are as follows:

• 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;

• We made a net fleet investment of $126.0 million during the six months ended June 30, 2026, compared to $232.7 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;

and is net of proceeds from lease portfolio sales.

• In June 2026, we acquired a 32.0% interest in Touax Texmaco Railcar Leasing Private Limited, a railcar leasing company in India, for $37.6 million.

Financing Activities.

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.

Net cash used in financing activities during the six months ended June 30, 2026 was $38.6 million compared to $44.9 million of net cash provided by financing activities for the six months ended June 30, 2025.

Significant financing activities are as follows:

• 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.

• During the six months ended June 30, 2026, we had total borrowings of $549.1 million and total debt repayments of $503.4 million, for net proceeds of $45.7 million, to support our investment in the lease fleet and for general corporate purposes.

During the six months ended June 30, 2025, we had total borrowings of $1,065.0 million and total debt repayments of $904.9 million, for net proceeds of $160.1 million, primarily from debt proceeds to support our investment in the lease fleet and for general corporate purposes.

• We paid $50.5 million and $50.4 million in dividends to our common stockholders during the six months ended June 30, 2026 and 2025, respectively.

• During the six months ended June 30, 2026, we repurchased common stock totaling $20.3 million, resulting in a remaining authorization to repurchase up to $137.0 million of our common stock under the share repurchase program as of June 30, 2026.

Certain shares of stock repurchased during June 2026, totaling $0.5 million, were cash settled in July 2026 in accordance with normal settlement practices.

During the six months ended June 30, 2025, we repurchased common stock totaling $39.0 million under the share repurchase program.

Current Debt Obligations

The revolving credit facility contains several financial covenants that require the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage.

In June 2026, we amended our revolving credit facility to, among other things, modify the leverage ratio calculation to give effect to certain cash balances, which may lower the applicable margin and commitment fee.

A summary of our financial covenants is detailed below:

Ratio Covenant Actual at

March 31, 2026

Maximum leverage (1)

June 30, 2026

Maximum net leverage (1)

No greater than 3.75 to 1.00 0.73

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No less than 2.25 to 1.00 13.50

(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 March 31, 2026.

(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 March 31, 2026.

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

(1) Defined as the ratio of consolidated indebtedness, net of unrestricted cash in excess of $50.0 million up to a maximum of $300.0 million, 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 June 30, 2026.

As of June 30, 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 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.

As of June 30, 2026, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $7.6 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.

Three Months Ended

Six Months Ended

(in millions)

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Contractual Obligations and Commercial Commitments

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

Except as described below, as of June 30, 2026, there have been no material changes to our contractual obligations from December 31, 2025.

• In April 2026, TRL-2025 issued $480.8 million of its Series 2026-1 Notes.

These notes have a stated final maturity date of 2056.

• In April 2026, we redeemed in full the Series 2019-1 Notes, of which $384.0 million was outstanding as of December 31, 2025.

• In April 2026, TILC entered into a Contribution Agreement with Napier Park, contributing its interests in TRIP Holdings and Triumph Rail to NP SPE in exchange for an 11.2% limited partnership interest in NP SPE.

As of December 31, 2025, TRIP Holdings had outstanding debt of $270.6 million, which is no longer included in our Consolidated Financial Statements.

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