TRINITY INDUSTRIES INC 8-K

What Happened

• Trinity Industries (through subsidiary Trinity Industries Leasing Company, TILC) announced it entered an Exchange Agreement with Napier Park Railcar Lease Fund LLC on December 30, 2025. Under the deal TILC exchanged a 42.36% membership interest in Triumph Rail Holdings LLC for Napier Park’s 69.45% interest in RIV 2013 Rail Holdings LLC.
• After the exchange TILC owns 100% of RIV 2013 and retains a 0.2% interest in Triumph (Napier Park now owns 99.8% of Triumph). As a result, Triumph will no longer be consolidated in Trinity’s financial statements; RIV 2013 continues to be consolidated but without a noncontrolling interest adjustment.
• Trinity preliminarily expects to record a non‑cash pre‑tax gain of approximately $190 million for the quarter and year ended December 31, 2025. The company also issued a press release on January 6, 2026 and increased its fiscal 2025 earnings guidance.

Key Details

• Transaction date: December 30, 2025 (Exchange Agreement between TILC and Napier Park).
• Ownership changes: TILC exchanged 42.36% of Triumph for Napier Park’s 69.45% of RIV 2013; post‑deal TILC owns 100% of RIV 2013 and 0.2% of Triumph.
• Accounting impact: Triumph will be deconsolidated; RIV 2013 remains consolidated but no longer subject to noncontrolling interest adjustment.
• Expected impact: ~ $190 million non‑cash pre‑tax gain recognized in Q4/FY2025; FY2025 earnings guidance was raised (announced Jan 6, 2026).

Why It Matters

• For investors, this is primarily an accounting and ownership reorganization that produces a one‑time, non‑cash boost to reported pre‑tax income (~$190M) for Q4/FY2025 and changes which subsidiaries are consolidated in Trinity’s financials.
• Because the gain is non‑cash and due to a reclassification/deconsolidation, investors should note the difference between this one‑time accounting effect and ongoing operating performance. The filing also includes customary forward‑looking statement disclaimers.