Trinity Industries Enters Material Definitive Agreement

TL;DR

TRN signed a big deal, filing shows. Details to come.

AI Summary

On October 15, 2025, Trinity Industries Inc. entered into a material definitive agreement. The filing, submitted on October 20, 2025, is a Form 8-K reporting this event and includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or transaction for Trinity Industries, which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not specified, leaving uncertainty about its potential impact.

Key Numbers

• 0000099780 — Accession Number (Unique identifier for the filing)

Key Players & Entities

• Trinity Industries Inc. (company) — Registrant
• October 15, 2025 (date) — Date of Earliest Event Reported
• October 20, 2025 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 75-0225040 (id) — IRS Employer Identification No.
• 14221 N. Dallas Parkway, Suite 1100, Dallas, Texas 75254-2957 (address) — Principal Executive Offices
• 214-631-4420 (phone) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $498,580,000 — of (i) an aggregate principal amount of $498,580,000 of TRL-2025's Series 2025-1 Class A Sec
• $36,660,000 — d (ii) an aggregate principal amount of $36,660,000 of TRL-2025's Series 2025-1 Class B Sec

Filing Documents

• trn-20251015.htm (8-K) — 34KB
• exh101-trl2025x1xnotepurch.htm (EX-10.1) — 229KB
• trn-20251015_g1.jpg (GRAPHIC) — 172KB
• 0000099780-25-000114.txt ( ) — 836KB
• trn-20251015.xsd (EX-101.SCH) — 2KB
• trn-20251015_lab.xml (EX-101.LAB) — 21KB
• trn-20251015_pre.xml (EX-101.PRE) — 12KB
• trn-20251015_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 15, 2025, Trinity Industries Leasing Company ("TILC") and Trinity Rail Leasing 2025 LLC ("TRL-2025"), both subsidiaries of Trinity Industries, Inc. (the "Company"), entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC (the "Initial Purchasers"). The Note Purchase Agreement provides for the issuance and sale to the Initial Purchasers of (i) an aggregate principal amount of $498,580,000 of TRL-2025's Series 2025-1 Class A Secured Green Standard Railcar Notes (the "Class A Notes") and (ii) an aggregate principal amount of $36,660,000 of TRL-2025's Series 2025-1 Class B Secured Green Standard Railcar Notes (the "Class B Notes" and together with the Class A Notes, the "Notes"). The Class A Notes will bear interest at a fixed rate of 5.09%, will be payable monthly, and will have a stated final maturity date of October 19, 2055. The Class B Notes will bear interest at a fixed rate of 5.30%, will be payable monthly, and will have a stated final maturity date of October 19, 2055. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder. The Notes will be secured by (among other things) approximately 7,821 railcars and operating leases thereon, which TRL-2025 is purchasing from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust and Trinity Rail Leasing 2010 LLC. The Note Purchase Agreement contains customary representations, warranties, covenants, and closing conditions for a transaction of this type. The Note Purchase Agreement also contains provisions pursuant to which TILC and TRL-2025 agree to hold harmless and indemn

Forward-Looking Statements

Forward-Looking Statements Some statements in this Current Report on Form 8-K, which are not historical facts, are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about the Company's estimates, expectations, beliefs, intentions or strategies for the future, including the expected closing of the issuance of the Notes. The assumptions underlying these forward-looking statements include, but are not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that the Company believes or anticipates will or may occur in the future, including the potential impacts of the shutdown of the U.S. government. Forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting the Company's operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. In particular, the closing of the issuance of the Notes is subject to general market and other conditions, which in turn are subject to a broad range of risks and uncertainties that could affect the Company, and there are no assurances that the closing will be completed when expected or at all. For a discussion of such risks and uncertainties, wh

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) - (c) Not applicable. (d) Exhibits: NO. DESCRIPTION 10.1 Note Purchase Agreement dated October 15, 2025, by and among Trinity Rail Leasing 2025 LLC, Trinity Industries Leasing Company, Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC 101.SCH Inline XBRL Taxonomy Extension Schema 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). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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 hereunto duly authorized. Trinity Industries, Inc. October 20, 2025 By: /s/ Eric R. Marchetto Name: Eric R. Marchetto Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR