v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The carrying amounts of our debt are as follows:
September 30, 2026December 31, 2025
(in millions)
Corporate – Recourse:
Revolving credit facility$— $— 
Senior notes due 2028, inclusive of unamortized premium of $2.2 and $3.1
602.2 603.1 
602.2 603.1 
Less: unamortized debt issuance costs(3.3)(4.6)
Total recourse debt598.9 598.5 
Lease fleet – Non-recourse:
Wholly-owned subsidiaries:
Secured railcar equipment notes, net of unamortized discount of $0.4 and $0.3
3,041.5 3,036.3 
TRL-2023 term loan, net of unamortized discount of $0.5 and $0.6
1,006.6 1,031.9 
TILC warehouse facility653.5 478.5 
Other equipment financing45.7 47.6 
4,747.3 4,594.3 
Less: unamortized debt issuance costs(21.2)(20.9)
4,726.1 4,573.4 
Partially-owned subsidiary:
Secured railcar equipment notes, net of unamortized discount of $— and $—
— 271.3 
Less: unamortized debt issuance costs— (0.7)
— 270.6 
Total non-recourse debt4,726.1 4,844.0 
Total debt$5,325.0 $5,442.5 
Estimated Fair Value of Debt – The estimated fair value of our 7.75% senior notes due 2028 ("Senior Notes due 2028") is based on a quoted market price in a market with little activity (Level 2 input). 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 September 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:
September 30, 2026December 31, 2025
(in millions)
Level 2$608.6 $623.9 
Level 3$2,970.7 $3,303.6 
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 nine months ended September 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 September 30, 2026. Our outstanding letters of credit as of September 30, 2026 support performance and bid 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 1.25%, for an all-in interest rate of 5.13% as of September 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% (0.175% as of September 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 September 30, 2026, we were in compliance with all such financial covenants.
TILC Warehouse Loan Facility – TILC has an $800.0 million warehouse loan facility to finance railcars owned by TILC. During the nine months ended September 30, 2026, we had total borrowings of $227.8 million and total repayments of $52.8 million under the TILC warehouse loan facility. The entire unused facility amount of $146.5 million was available as of September 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 5.43% at September 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. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2025. 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 ("TRL-2019") 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 – 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.
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 the Series 2026-1 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 interest rates on the Series 2026-1 Notes would increase from the fixed rates stated above.
Subsequent Events
TRL-2026 Term Loan – On October 19, 2026, Trinity Rail Leasing 2026 LLC, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into a $349.8 million term loan agreement (the “TRL-2026 term loan”). The TRL-2026 term loan was established to finance railcars and related operating leases thereon purchased by TRL-2026 from TRL-2019 and TILC's warehouse loan facility. The TRL-2026 term loan bears interest at a variable rate of daily simple SOFR plus a facility margin of 1.30%. The TRL-2026 term loan has a stated maturity date of October 19, 2031. The TRL-2026 term loan is an obligation of TRL-2026 and is non-recourse to Trinity. The obligation is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2026. Net proceeds received from the transaction were used to redeem the outstanding debt of the TRL-2019 Series 2019-2 Secured Railcar Equipment Notes (the "Series 2019-2 Notes"), as described below, and to repay borrowings under TILC's warehouse loan facility. Additionally, in October 2026, we entered into an interest rate swap to hedge a portion of the risk of potential interest rate increases associated with the TRL-2026 term loan.
Redemption of TRL-2019 Series 2019-2 Secured Railcar Equipment Notes – On October 19, 2026, with the net proceeds of the TRL-2026 term loan described above, we redeemed in full the Series 2019-2 Notes, of which $280.9 million was outstanding at the redemption date. The all-in interest rate for the Series 2019-2 Notes was 3.10% per annum.
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.