October 19, 2026October 19, 2026TRINITY INDUSTRIES INC0000099780false00000997802026-10-192026-10-19
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | October 19, 2026 |
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(Exact name of registrant as specified in its charter)
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| Delaware | | 1-6903 | | 75-0225040 |
(State or other jurisdiction
of incorporation) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
14221 N. Dallas Parkway, Suite 1100,
Dallas, Texas 75254-2957
(Address of Principal Executive Offices, and Zip Code)
(214) 631-4420
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | TRN | New York Stock Exchange |
| | NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On October 19, 2026, Trinity Rail Leasing 2026 LLC, a Delaware limited liability company (“TRL-2026”), and a limited purpose, wholly-owned, indirect subsidiary of Trinity Industries, Inc. (the “Company”), owned by the Company through the Company’s direct, wholly-owned subsidiary Trinity Industries Leasing Company (“TILC”), entered into a Term Loan Agreement dated as of October 19, 2026 (the “Loan Agreement”) among the lenders party thereto, Regions Bank, as Administrative Agent, U.S. Bank Trust Company, National Association, as Collateral Agent, and U.S. Bank National Association, as Depositary. On the same date, TRL-2026 completed the initial funding of a $349.8 million term loan under the Loan Agreement. The proceeds of the loans made pursuant to the Loan Agreement were used solely to fund the acquisition of certain initial portfolio railcars and related operating leases thereon (the “Railcar Portfolio”) and to pay fees and expenses incurred in connection therewith. Amounts outstanding under the Loan Agreement are secured by the Railcar Portfolio.
TRL-2026 purchased the Railcar Portfolio directly from TILC’s affiliates, Trinity Rail Leasing Warehouse Trust (“TRLWT”) and Trinity Rail Leasing 2019 LLC (“TRL-2019”). Net proceeds received from the sale of the Railcar Portfolio were used (i) to repay borrowings under TRLWT’s secured warehouse credit facility, and (ii) to redeem in full TRL-2019’s Series 2019-2 Secured Railcar Equipment Notes, of which $280.9 million was outstanding at the redemption date. TILC has entered into certain agreements relating to the transfer of the Railcar Portfolio to TRL-2026 and the management and servicing of TRL-2026's assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type.
Key terms of the Loan Agreement include, without limitation:
•the initial principal amount is $349.8 million; the Loan Agreement contains an accordion feature for an additional $300.0 million if certain approvals and conditions are met;
•the maturity date is October 19, 2031; and
•an applicable interest rate of, for any day during any interest period, the sum of (i) daily simple SOFR for such day, plus (ii) an applicable facility margin of 1.30% per annum.
Obligations under the Loan Agreement are solely the obligations of TRL-2026 and may be declared due and payable upon the occurrence of certain customary events of default.
The description of the Loan Agreement set forth above is necessarily limited and is qualified in its entirety by reference to the full terms and conditions of the Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
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| NO. | | DESCRIPTION |
| 10.1 | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
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| Trinity Industries, Inc. |
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| October 22, 2026 | By: | /s/ Eric R.Marchetto |
| | Name: Eric R. Marchetto |
| | Title: Executive Vice President and Chief Financial Officer |
