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

Date of Report (Date of Earliest Event Reported): ~~July~~October 3115, 2025

_______________________________________

(Exact name of registrant as specified in its charter)

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:


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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On October 15, 2025, Trinity Industries, ~~Inc.~~Leasing Company (~~"Trinity"~~“TILC”) ~~hereby~~and ~~furnishes~~Trinity ~~the~~Rail ~~information~~Leasing ~~set~~2025 ~~forth~~LLC in(“TRL-2025”), ~~its~~both ~~News~~subsidiaries ~~Release,~~of ~~dated~~Trinity ~~July 31~~Industries, ~~2025~~Inc. (the “Company”), ~~announcing~~entered ~~operating~~into ~~results~~a ~~for~~Note Purchase Agreement (the ~~three~~“Note ~~month~~Purchase ~~period~~Agreement”) ~~ended~~with ~~June~~Wells 30Fargo Securities LLC, ~~2025~~ATLAS SP Securities, a ~~copy~~division of ~~which~~Apollo isGlobal ~~furnished~~Securities, asLLC, ~~Exhibit~~BofA 99Securities, Inc.1, ~~and~~Credit ~~incorporated~~Agricole ~~herein~~Securities by(USA) ~~reference~~Inc., OnCitizens ~~July 31~~JMP Securities, ~~2025~~LLC, ~~Trinity~~PNC ~~held~~Capital aMarkets ~~conference~~LLC, ~~call~~ and ~~webcast~~Regions ~~with~~Securities ~~respect~~LLC to(the ~~its~~“Initial ~~financial~~Purchasers”). ~~results~~The Note Purchase Agreement provides for the ~~three~~issuance ~~month~~and ~~period~~sale ~~ended~~to ~~June~~the ~~30,~~Initial ~~2025.~~Purchasers ~~The~~of ~~conference~~(i) ~~call~~an ~~scripts~~aggregate ofprincipal ~~Leigh~~amount ~~Anne~~of ~~Mann~~$498,580,000 ~~Vice~~of ~~President~~TRL-2025’s ofSeries ~~Investor~~2025-1 ~~Relations;~~Class E.A ~~Jean~~Secured ~~Savage,~~Green ~~Chief~~Standard ~~Executive~~Railcar ~~Officer~~Notes ~~and~~(the ~~President;~~“Class A Notes”) and ~~Eric~~(ii) R.an ~~Marchetto~~aggregate principal amount of $36,660,000 ~~Executive~~of ~~Vice~~TRL-2025’s ~~President~~Series ~~and~~2025-1 ~~Chief~~Class ~~Financial~~B ~~Officer~~Secured ~~are~~Green ~~furnished~~Standard asRailcar ~~Exhibit~~Notes ~~99.2,~~(the “Class B Notes” and ~~incorporated~~together ~~herein~~with bythe ~~reference~~Class A Notes, the “Notes”).

The ~~conference~~Class ~~call,~~A ~~News~~Notes ~~Release,~~will ~~and~~bear ~~Presentation~~interest ~~Materials,~~at ~~described~~a ~~below,~~fixed ~~included~~rate ~~references~~of ~~to Adjusted Operating Results and Adjusted Earnings Per Share~~5.09%, ~~Adjusted~~will ~~Return~~be onpayable ~~Equity~~monthly, ~~Cash~~and ~~Flow~~will ~~from~~have ~~Operations~~a ~~with~~stated ~~Net~~final ~~Gains~~maturity ondate ~~Lease~~of ~~Portfolio~~October ~~Sales~~19, ~~EBITDA~~2055. ~~and~~The ~~Adjusted~~Class ~~EBITDA,~~B ~~which~~Notes ~~are~~will ~~not~~bear ~~calculations~~interest ~~based~~at ona ~~generally~~fixed ~~accepted~~rate ~~accounting principles (“GAAP”). Reconciliations~~ of ~~each of these non-GAAP measures to the most directly comparable GAAP measures have been included in the News Release and/or the Presentation Materials~~5. ~~When forward-looking non-GAAP measures are provided~~30%, ~~Trinity~~will ~~does~~be ~~not~~payable ~~provide quantitative reconciliations of forward-looking non-GAAP measures to the most directly comparable GAAP measures because it cannot~~monthly, ~~without unreasonable effort, predict the timing~~ and ~~amounts~~will ofhave ~~certain~~a ~~items~~stated ~~included~~final inmaturity ~~the~~date ~~computations~~ of ~~each~~October of19, ~~these measures~~2055. ~~These~~The ~~factors~~Initial ~~include,~~Purchasers ~~but~~ are ~~not~~expected ~~limited~~ to: resell the ~~product~~Notes ~~mix~~pursuant ofto ~~expected~~Rule ~~railcar~~144A ~~deliveries;~~of the ~~timing~~Securities ~~and~~Act ~~amount~~ of ~~significant transactions and investments~~1933, ~~such~~ as ~~lease~~amended ~~portfolio~~(the ~~sales,~~“Securities ~~capital expenditures~~Act”), and ~~returns~~Regulation ofS ~~capital to shareholders; and the amount and timing of certain other items outside the normal course of our core business operations~~thereunder.

~~This~~The ~~information~~Notes ~~and~~will ~~the~~be ~~materials~~secured ~~described~~by in(among ~~Item~~other things) approximately 7~~.01~~,821 ~~are~~railcars ~~not~~and ~~"filed"~~operating ~~pursuant~~leases tothereon, ~~the~~which ~~Securities~~TRL-2025 ~~Exchange~~is ~~Act~~purchasing offrom ~~1934~~TILC and ~~are~~from ~~not~~TILC’s ~~incorporated~~affiliates, byTrinity ~~reference~~Rail ~~into~~Leasing ~~any~~Warehouse ~~Securities~~Trust ~~Act~~and ofTrinity ~~1933~~Rail ~~registration~~Leasing ~~statements~~2010 LLC. ~~Additionally~~The Note Purchase Agreement contains customary representations, ~~the~~warranties, ~~submission~~covenants, and closing conditions for a transaction of ~~the~~this ~~report~~type. onThe ~~Form~~Note 8Purchase Agreement also contains provisions pursuant to which TILC and TRL-K2025 isagree ~~not~~to anhold ~~admission~~harmless ofand indemnify the ~~materiality~~Initial ofPurchasers ~~any~~against ~~information~~damages inunder ~~this~~certain ~~report~~circumstances, ~~that~~which isare ~~required~~customary tofor bea ~~disclosed~~transaction ~~solely~~of bythis ~~Regulation FD~~type.

~~Item~~The 7issuance and sale of the Notes are part of an asset backed securitization which, subject to satisfaction of a variety of customary conditions precedent, is scheduled to close on or about October 28, 2025.01 ~~Regulation~~The FDCompany ~~Disclosure~~can give no assurance that the transaction will close on that date or at all.

~~See~~The ~~"Item~~Notes ~~2.02~~have –not ~~Results~~been registered under the Securities Act of ~~Operations~~1933 or any state securities laws and ~~Financial~~may ~~Condition~~not be offered or sold within the United States or to U."S. ~~Additionally~~persons, ~~Trinity~~except ~~posted~~to ~~its~~qualified ~~presentation~~institutional ~~for~~buyers ~~investors~~in ~~and~~reliance ~~interested~~on ~~parties~~the toexemption ~~its~~from ~~website~~registration provided by Rule 144A and to ~~accompany~~certain persons in offshore transactions in reliance on Regulation S under the ~~conference~~Securities ~~call;~~Act. This filing shall not constitute an offer to sell or a ~~copy~~solicitation of ~~these~~an ~~materials~~offer isto ~~furnished~~purchase asthe ~~Exhibit~~Notes, ~~99.3~~or any other securities, and ~~incorporated~~shall ~~herein~~not byconstitute ~~reference.~~an offer, solicitation, or sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

A copy of the Note Purchase Agreement is attached as Exhibit 10.1 and is incorporated by reference. The description of the Note Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by the full text of the exhibit.

Forward-Looking Statements

Some statements in this ~~release~~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 ~~Trinity'~~the Company’s estimates, expectations, beliefs, intentions or strategies for the future, ~~and~~including the expected closing of the issuance of the Notes. The assumptions underlying these forward-looking statements, ~~including~~include, but are not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that ~~Trinity~~the Company believes or anticipates will or may occur in the future., ~~Trinity~~including ~~uses~~ the ~~words~~potential ~~“anticipates,”~~impacts ~~“assumes,”~~of ~~“believes,”~~the ~~“estimates,”~~shutdown ~~“expects,”~~of ~~“intends,”~~the ~~“forecasts,”~~U.S. ~~“may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements~~government. Forward-looking statements speak only as of the date ~~of this release~~hereof, and ~~Trinity~~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 ~~Trinity~~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 ~~Trinity~~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, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in ~~Trinity~~the Company’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by ~~Trinity~~the Company’s Quarterly Reports on Form 10-Q, and ~~Trinity~~the Company’s Current Reports on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

NO.						DESCRIPTION
99.1						News Release dated July 31, 2025 with respect to the operating results for the three month period ended June 30, 2025.
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
99.2						Conference call script of July 31, 2025.
99.3						Q2 2025 Presentation Materials
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

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.
July 31, 2025	By:	/s/ Eric R. Marchetto
October 20, 2025	By:	/s/ Eric R. Marchetto
		Name: Eric R. Marchetto
		Title: Executive Vice President and Chief Financial Officer

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