Item 5. Other Information
Item 5. Other Information
Kevin Poet, Executive Vice President, Operations and Support Services, entered into a stock trading plan on May 26, 2026. Mr. Poet’s plan provides for the sale of up to 17,000 shares of common stock between August 25, 2026, and November 20, 2026. Mr. Poet’s trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
Except as described above, during the three months ended June 30, 2026, none of our directors or executive officers informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of SEC Regulation S-K.
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Item 6. Exhibits
NO. DESCRIPTION
10.1 Note Purchase Agreement dated April 1, 2026, by and among Trinity Rail Leasing 2025 LLC, Trinity Industries Leasing Company, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Wells Fargo Securities LLC, PNC Capital Markets LLC, Regions Securities LLC, and Piper Sandler & Co. (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 6, 2026).
10.2 Contribution Agreement dated April 9, 2026, by and among Trinity Industries Leasing Company, TRIP Rail Holdings LLC, Triumph Rail Holdings LLC, NP SPE Holdings LP, and Napier Park Rail Evergreen Fund GP LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 15, 2026).
10.3 Series 2026-1 Supplement dated April 17, 2026, by and between Trinity Rail Leasing 2025 LLC, U.S. Bank Trust Company, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 21, 2026).
10.4 Third Amended and Restated Credit Agreement, dated as of June 12, 2026, by and among Trinity Industries, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N. A., as administrative agent, Bank of America, N.A., Truist Bank, and Wells Fargo Bank, N.A., as co-syndication agents, and Regions Bank and PNC Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 16, 2026).
31.1 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
31.2 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith).
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TRINITY INDUSTRIES, INC. By: /s/ Eric R. Marchetto
Registrant
Eric R. Marchetto
Executive Vice President and Chief Financial Officer
July 30, 2026
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.