TRN 10-K & 10-Q changes, risk factors and insider trading
Trinity Industries Inc. · NYSE · Railroad Equipment · CIK 99780 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Some of our customers place orders for our products in reliance on their ability to utilize tax benefits, which could be discontinued or allowed to expire without extension thereby reducing demand for certain of our products.”
Largest changes
“Some of our customers place orders for our products in reliance on their ability to utilize tax benefits, which could be discontinued or allowed to expire without extension thereby reducing demand for certain of our products.”see in full comparison
We face risks related to cybersecurity attacks and other breaches of our information systems andsee in full comparisontechnology.technology, including those arising from our deployment and use of artificial intelligence ("AI") tools.
The majority of our railcars are manufactured in Mexico. Our Mexico operations and other operations outside of the U.S. are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade or economic change or instability, criminal activities or social unrest could limit or curtail our respective foreign business activities and operations, including the ability to hire and retain employees. We cannot predict the likelihood of future effects from such risks or any resulting adverse impact on our business, results of operations or financial condition. Many items manufactured by us in Mexico are sold in the U.S., and the transportation and import of such products may be disrupted. The countries in which we operate, including Canada and Mexico, have regulatory authorities that regulate products sold or used in those countries. If we fail to comply with the applicable regulations within the foreign countries where we operate, we may be unable to market and sell our products in those countries. In addition, with respect to operations in foreign countries, unexpected changes in laws, rules, and regulatory requirements; tariffs and other trade barriers, including regulatory initiatives for buying goods produced in America; more stringent or restrictive laws, rules, and regulations relating to labor or the environment; adverse tax consequences; price exchange controls; and restrictions or regulations affecting cross-border rail and vehicular traffic could limit operations, affecting production throughput and making the manufacture and distribution of our products less timely or more difficult. Furthermore, any material change in the quotas, regulations, tariffs, or duties on imports imposed by the U.S. government andsee in full comparisonagencies,agencies – including, but not limited to, tariffs imposed under Section 232 of the Trade Expansion Act of 1962, Section 301 of the Trade Act of 1974, or the International Emergency Economic Powers Act (IEEPA) – or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico. Because we have operations outside the U.S., we could be adversely affected by final judgments of non-compliance with the U.S. Foreign Corrupt Practices Act or import/export rules and regulations and similar anti-corruption, anti-bribery, or import/export laws of other countries.
“There is no assurance that the U.S. government will reauthorize, modify, or otherwise not allow the expiration of tax benefits. For example, changes to income tax laws and regulations have resulted in the phase-out of bonus depreciation, which began in 2023 and will continue through 2026. In such instances where benefits are allowed to expire or are otherwise modified or discontinued, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.”see in full comparison
Additionally, in the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated. Any such litigation could result in substantial costs and a diversion of management’s attention and resources. We cannot predict the outcome of any such litigation. The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations.see in full comparisonSee Note 15 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business.
We rely on the proper functioning and availability of our information technology systems, some of which are dependent on services provided by third parties, in operating our business. It is important that the data processed by these systems remains confidential, as it often includes sensitive information relating to our business, customers, employees, and vendors. As with most companies, we are subject to attempted cybersecurity disruptions and intrusions, and we expect such attempts to continue. At times, certain of our vendors have suffered cybersecurity breaches. These incidents have not had a material adverse impact on our operations, and, to date, the Company has not experienced a material information security breach itself. However, failure to prevent or mitigate data loss or system intrusions from cybersecurity attacks or other security breaches could expose us, our vendors, or our customers to a risk of loss or misuse of such information, adversely affect our operating and financial results, restrict or prevent operations or financial reporting, result in litigation, potential liability, or regulatory risk and otherwise harm our business. Likewise, data privacy breaches from our systems could expose personally identifiable information of our employees or contractors, sensitive customer data, or vendor data to unauthorized persons, adversely impacting our customer service, employee relationships, and our reputation. Our use of AI tools in our business may introduce new or enhanced cybersecurity and data‑integrity risks, including vulnerabilities related to data inputs, model outputs, and reliance on third‑party AI platforms. Any failure of these AI systems, or any exploitation of AI‑related vulnerabilities, could increase the likelihood or impact of unauthorized access, data loss, or other security incidents. Information technology security threats to network and data security are increasing in frequency and sophistication, and cyberattacks pose a risk to the security of our information technology systems, including those of third-party service providers with whom we have contracted, as well as the confidentiality, integrity, and availability of the data stored on those systems. We maintain an information security program, which consists of safeguards, procedures, and controls to mitigate such risks. Our information systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, there can be no guarantee that we, or third-party service providers with whom we have contracted, will be able to prevent or mitigate all such data breaches or cyberattacks. While we have significant security processes and initiatives in place, we may be unable to fully detect, mitigate or protect against a material breach or disruption in the future. In addition, regulatory authorities have increased their focus on how companies collect, process, use, store, share, and transmit personal data. Data we collect, store, and process is subject to a variety of U.S. and international laws and regulations. Any breach in our information technology security systems that results in the disclosure or misuse of sensitive or confidential information or any failure to comply with data privacy laws and regulations could result in significant penalties, fines, legal liability, and reputational harm. Further, we may incur large expenditures to investigate or remediate the impacts of such breaches, to recover data, to repair or replace networks or information systems, or to protect against similar future events.see in full comparison
Full comparison: every changed paragraph (16)
While the business cycles of the various end markets we serve may not typically coincide, an economic downturn could affect disparate cycles simultaneously. The railcar industry has previously experienced sharp cyclical downturns and at such times operated with minimal backlog. As a result of the current macroeconomic environment, the North American railcar industry is experiencing reduced order volumes and backlog. The impacts of such an economic downturn may magnify the adverse effect on our business.
Shortages of skilled labor and/or qualified employees have adversely impacted and could continue to impact our operations.
We depend on skilled labor in the manufacture, maintenance, and repair of railcar products and on other qualified employees in all aspects of our business. Some of our facilities are located in areas where demand for skilled laborers exceeds supply. We have experienced shortages of qualified employees and/or skilled labor and increased turnover at certain facilities, resulting in increased labor costs from temporary workers and operating inefficiencies. Shortages of, or the inability to attract, train, integrate, and retain, some types of skilled laborers, such as welders, restrict our ability to maintain or increase production rates and increase our labor costs. An overall labor shortage, lack of skilled labor, increased turnover, or higher labor costs could adversely impact our operations and profitability.
The majority of our railcars are manufactured in Mexico. Our Mexico operations and other operations outside of the U.S. are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade or economic change or instability, criminal activities or social unrest could limit or curtail our respective foreign business activities and operations, including the ability to hire and retain employees. We cannot predict the likelihood of future effects from such risks or any resulting adverse impact on our business, results of operations or financial condition. Many items manufactured by us in Mexico are sold in the U.S., and the transportation and import of such products may be disrupted. The countries in which we operate, including Canada and Mexico, have regulatory authorities that regulate products sold or used in those countries. If we fail to comply with the applicable regulations within the foreign countries where we operate, we may be unable to market and sell our products in those countries. In addition, with respect to operations in foreign countries, unexpected changes in laws, rules, and regulatory requirements; tariffs and other trade barriers, including regulatory initiatives for buying goods produced in America; more stringent or restrictive laws, rules, and regulations relating to labor or the environment; adverse tax consequences; price exchange controls; and restrictions or regulations affecting cross-border rail and vehicular traffic could limit operations, affecting production throughput and making the manufacture and distribution of our products less timely or more difficult. Furthermore, any material change in the quotas, regulations, tariffs, or duties on imports imposed by the U.S. government and agencies,agencies – including, but not limited to, tariffs imposed under Section 232 of the Trade Expansion Act of 1962, Section 301 of the Trade Act of 1974, or the International Emergency Economic Powers Act (IEEPA) – or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico. Because we have operations outside the U.S., we could be adversely affected by final judgments of non-compliance with the U.S. Foreign Corrupt Practices Act or import/export rules and regulations and similar anti-corruption, anti-bribery, or import/export laws of other countries.
We face aggressive competition in the end markets we serve. In addition to price, we face competition in respect to product performance and technological innovation, quality, reliability of delivery, customer service, and other factors. The effects of this competition, which is often intense, could reduce our revenues and operating profits, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results.
Changes in the priceavailability, price, and demand for steel could lower our margins and profitability.
The principal material used in our manufacturing segment is steel. Market steel prices exhibit periods of volatility. Steel prices may experience further volatility as a result of scrap surcharges assessed by our suppliers and other market factors. We have experienced, and may continue to experience,experienced increases in the costs of steel, components, and certain other inputs that represent a substantial portion of our cost of revenues. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to mitigate the effect of this volatility on our operating profit. To the extent that we do not have such arrangements in place, an adverse change in steel prices lowers our profitability in the Rail Products Group. In addition, meeting production demands is dependent on our ability to obtain a sufficient amount of steel. An unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules.
We rely on information technology infrastructure and architecture, including hardware, network, software, people, and processesprocesses, provided both internally and by third‑party service providers to providedeliver usefulthe secure, reliable, and confidential information necessary to conduct our business. This includes correspondence and commercial data and information interchange with customers, suppliers, legal counsel, governmental agencies, and consultants, and to support assessments and conclusions about future plans and initiatives pertaining to market demands, operating performance, and competitive positioning. Any material failure or interruption of service, including potential disruption from periodic financial or operating system upgrades, could adversely affect our relations with suppliers and customers, place us in violation of confidentiality and data privacy and protection laws, rules, and regulations, and result in negative impacts to our market share, operations, profitability, and reputation.
We face risks related to cybersecurity attacks and other breaches of our information systems and technology.technology, including those arising from our deployment and use of artificial intelligence ("AI") tools.
We rely on the proper functioning and availability of our information technology systems, some of which are dependent on services provided by third parties, in operating our business. It is important that the data processed by these systems remains confidential, as it often includes sensitive information relating to our business, customers, employees, and vendors. As with most companies, we are subject to attempted cybersecurity disruptions and intrusions, and we expect such attempts to continue. At times, certain of our vendors have suffered cybersecurity breaches. These incidents have not had a material adverse impact on our operations, and, to date, the Company has not experienced a material information security breach itself. However, failure to prevent or mitigate data loss or system intrusions from cybersecurity attacks or other security breaches could expose us, our vendors, or our customers to a risk of loss or misuse of such information, adversely affect our operating and financial results, restrict or prevent operations or financial reporting, result in litigation, potential liability, or regulatory risk and otherwise harm our business. Likewise, data privacy breaches from our systems could expose personally identifiable information of our employees or contractors, sensitive customer data, or vendor data to unauthorized persons, adversely impacting our customer service, employee relationships, and our reputation. Our use of AI tools in our business may introduce new or enhanced cybersecurity and data‑integrity risks, including vulnerabilities related to data inputs, model outputs, and reliance on third‑party AI platforms. Any failure of these AI systems, or any exploitation of AI‑related vulnerabilities, could increase the likelihood or impact of unauthorized access, data loss, or other security incidents. Information technology security threats to network and data security are increasing in frequency and sophistication, and cyberattacks pose a risk to the security of our information technology systems, including those of third-party service providers with whom we have contracted, as well as the confidentiality, integrity, and availability of the data stored on those systems. We maintain an information security program, which consists of safeguards, procedures, and controls to mitigate such risks. Our information systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, there can be no guarantee that we, or third-party service providers with whom we have contracted, will be able to prevent or mitigate all such data breaches or cyberattacks. While we have significant security processes and initiatives in place, we may be unable to fully detect, mitigate or protect against a material breach or disruption in the future. In addition, regulatory authorities have increased their focus on how companies collect, process, use, store, share, and transmit personal data. Data we collect, store, and process is subject to a variety of U.S. and international laws and regulations. Any breach in our information technology security systems that results in the disclosure or misuse of sensitive or confidential information or any failure to comply with data privacy laws and regulations could result in significant penalties, fines, legal liability, and reputational harm. Further, we may incur large expenditures to investigate or remediate the impacts of such breaches, to recover data, to repair or replace networks or information systems, or to protect against similar future events.
We have indebtedness both at the parent level and at the subsidiary level. Our level of indebtedness could have a material adverse effect on our business and make it more difficult for us to satisfy our obligations under our outstanding indebtedness and notes. As a result of our debt and debt service obligations, we face increased risks regarding, among other things, the following: (i) borrowing additional amounts or refinancing existing indebtedness may be limited or more costly; (ii) our available cash flow after satisfying our debt obligations due to a portion of our cash flow being needed to pay principal and interest on our debt; (iii) being at a competitive disadvantage relative to our competitors that have greater financial resources or more flexible capital structures than us; (iv) our exposure to increased interest rates for our borrowings that are at variable interest rates; (v) restrictive covenants under our indebtedness restricting our financial and operating flexibility; and (ivvi) although the parent entity has not secured any debt with its assets, our subsidiaries that have issued debt have pledged their specific assets to secure such indebtedness, and such assets could be foreclosed upon in connection with an event of default.
In response to scientific and political consensus, legislation and new rules to regulate emission of GHGs have been introduced in numerous state legislatures, the U.S. Congress, and by the USEPA. Some of these proposals would require industries to meet stringent new standards that may require substantial reductions in carbon emissions. While the Company cannot assess the direct impact of these or other potential regulations, we do recognize that new climate change and any related protocols could affect demand for our products and/or affect the price of materials, input factors, and manufactured components. Potential opportunities could include greater demand for certain types of railcars, while potential challenges could include decreased demand for certain types of railcars or other products and higher energy costs. Other adverse consequences of climate change could include increased frequency, intensity, and duration of severe weather events and rising sea levels that could affect operations at our manufacturing facilities, the price of insuring company assets, or other unforeseen disruptions of the Company’s operations, systems, property, or equipment. There may be other unforeseen impacts of climate change that could have a material adverse effect on our business, operations, and results. Ultimately, when or if these impacts may occur cannot be assessed until scientific analysis and legislative policy are more developed and specific legislative proposals begin to take shape.
U.S. government actions relative to the federal budget, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies, including both domestic and foreign tariffs, could adversely affect our business and operating results.
Some of our customers place orders for our products in reliance on their ability to utilize tax benefits, which could be discontinued or allowed to expire without extension thereby reducing demand for certain of our products.
There is no assurance that the U.S. government will reauthorize, modify, or otherwise not allow the expiration of tax benefits. For example, changes to income tax laws and regulations have resulted in the phase-out of bonus depreciation, which began in 2023 and will continue through 2026. In such instances where benefits are allowed to expire or are otherwise modified or discontinued, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.
Additionally, in the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated. Any such litigation could result in substantial costs and a diversion of management’s attention and resources. We cannot predict the outcome of any such litigation. The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations. See Note 15 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business.
Management's Discussion & Analysis (MD&A)
New heading “Transportation Network Disruptions”
Removed heading “Recent Market Developments”
Removed heading “Supply Chain and Transportation Network Disruptions”
Removed heading “Foreign Currency Fluctuations”
Largest changes
“Supply Chain and Transportation Network Disruptions”see in full comparison
“Cost of revenues for the Rail Products Group increased for the year ended December 31, 2023 by 30.5% when compared to the year ended December 31, 2022 primarily driven by higher deliveries, the impact of foreign currency fluctuations, and labor inefficiencies associated with onboarding of new employees. Additionally, cost of revenues was unfavorably impacted by operational inefficiencies associated with production line changeovers and supply chain disruptions, including the U.S.-Mexico border closures and border congestion.”see in full comparison
“Our cost of revenues for the year ended December 31, 2023 was $2,456.2 million, representing an increase of $846.6 million, or 52.6%, when compared to the year ended December 31, 2022, primarily due to higher external deliveries, the impact of foreign currency fluctuations, supply chain disruptions, and operational and labor-related inefficiencies in the Rail Products Group. Cost of revenues was further impacted by a higher volume of external repairs and the impact of the acquisition of RSI in the Leasing Group.”see in full comparison
“Cost of revenues for the Rail Products Group decreased for the year ended December 31, 2024 by 5.4% when compared to the prior year primarily due to a lower volume of sustainable railcar conversions, improved labor efficiencies, and operational efficiencies associated with reduced production line changeovers and fewer supply chain disruptions. These decreases were partially offset by the mix of railcars sold when compared to the prior year.”see in full comparison
“Railcar Partnership Restructuring – In December 2025, TILC completed a Sale and Exchange Agreement (the “Exchange Agreement”) with Napier Park Railcar Lease Fund LLC (“Napier Park”), a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform. Pursuant to the Exchange Agreement, TILC exchanged a 42.36% membership interest in Triumph Rail Holdings LLC (“Triumph”) for Napier Park’s 69.45% membership interest in RIV 2013. …”see in full comparison
“Operating profit for the Rail Products Group increased for the year ended December 31, 2023 by 71.6% when compared to the year ended December 31, 2022 primarily as a result of higher deliveries and favorable pricing, partially offset by the mix of railcars sold, the impact of foreign currency fluctuations, supply chain disruptions, and operational and labor inefficiencies.”see in full comparison
Full comparison: every changed paragraph (109)
In December 2025, we completed a railcar partnership restructuring involving our partially-owned leasing subsidiaries, TRIP Holdings and RIV 2013. See "Executive Summary – Capital Structure Updates" below for further information regarding this transaction.
Effective January 1, 2024, the Company modified its organizational structure to better leverage our maintenance services capabilities to support lease fleet optimization and to grow our services and parts businesses. The new structure resulted in a change to our reportable segments beginning in 2024. In connection with this organizational update, we aligned the maintenance services business, which was previously reported in the Rail Products Group, to now be presented within our leasing business. This change aligns with the way in which our Chief Operating Decision Maker assesses performance and allocates resources. Consequently, beginning January 1, 2024, we report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group, formerly the Railcar Leasing and Management Services Group, and (2) the Rail Products Group. These changes had no impact to our previously reported consolidated results of operations, financial position, or cash flows. All prior period segment results set forth herein have been recast to reflect these changes and present results on a comparable basis.
Recent Market Developments
General/ Business Trends
Demand for many of our railcar products and services is correlated to changes in North American industrial production and international trade. We continue to actively monitor evolving tariff and trade developments and the potential impacts to our business. Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy in the U.S. and Mexico, is negatively impacting and could continue to negatively impact our results of operations and demand for new railcars. We remain focused on mitigating impacts to our business resulting from these evolving developments.
Demand for many of our railcar products and services is correlated to changes in North American industrial production. The industries in which our customers operate are cyclical in nature. Although lease rates and lease fleet utilization remain strong, weaknesses in certain sectors of the North American and global economy may make it more difficult to sell or lease certain types of railcars. Additionally, changes in certain commodity prices, or changes in demand for certain commodities, could impact customer demand for various types of railcars. Further, disruptions in the global supply chain have impacted demand for, and the costs of, certain of our products and services. Our costs and the demand for our products and services could also be impacted by changes in tariffs, retaliatory tariffs, and trade policies.
Supply Chain and Transportation Network Disruptions
As a result of disruptions in the global supply chain, we have, from time to time, experienced shortages of materials used to manufacture or repair certain railcar types. We are also subject to disruptions in the rail transportation network. In 2023, we experienced cross-border rail traffic closures and congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico. While we did not experience a border closure at Eagle Pass in 2024, there remains a risk of instability at the border, and there is a possibility that border closings or congestion could occur in the future. We continuously monitor rail and truck traffic at the U.S.-Mexico border and remain in close contact with all stakeholders, including the relevant government agencies, and continue to evaluate available alternatives for rail and truck transportation between Mexico and the U.S. Additionally, we actively monitor our supply chain and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines. However, challenges related to supply chain and transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
Foreign Currency Fluctuations
We are exposed to the impact of foreign currency fluctuations in our Mexico operations resulting from certain expenditures that are denominated in the Mexican peso. We maintain a hedging program and have taken other actions to mitigate the foreign currency impact of a portion of our peso-denominated expenditures. We regularly evaluate and update our strategies to mitigate the negative effects on margins and operating profits that may arise due to foreign currency fluctuations.
Transportation Network Disruptions
We have, from time to time, been impacted by disruptions in the rail transportation network, including rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico. We continuously monitor rail traffic at the U.S.-Mexico border, and we take appropriate steps within our control to mitigate the potential impacts on our delivery timelines. However, any future challenges related to transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
•Our revenues for the year ended December 31, 20242025 were $3,079.2$2,156.9 million, representing ana increasedecrease of 3.2%,30.0%, compared to the year ended December 31, 2023.2024. Our operating profit for the year ended December 31, 20242025 was $491.5$649.2 million, representing an increase of 17.9%,32.1%, compared to $417.0$491.5 million for the year ended December 31, 2023.2024.
•For the year ended December 31, 2024,2025, we made a net fleet investment of approximately $181.2$350.0 million, which primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
•The total value of the railcar backlog at December 31, 20242025 was $2.1$1.7 billion, compared to $3.2$2.1 billion at December 31, 2023.2024. The Rail Products Group received orders for 7,6855,155 railcars and delivered 17,5709,500 railcars in 2024,2025, in comparison to orders for 11,5007,685 railcars and deliveries of 17,35517,570 railcars in 2023. Deliveries in 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.
◦Deliveries in 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.
See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results for the yearsyear ended December 31, 2025. See Part II, Item 7 of our 2024 Annual Report on Form 10-K for a discussion of our results of operations and liquidity and capital resources as of and for the year ended December 31, 2024, including a comparison to the year ended December 31, 2023.
TRL-2023 Term Loan – In April 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company (“TILC”), entered into an amended and restated term loan agreement to (i) increase the aggregate amount of the term loan from $320.7 million as of March 31, 2025 to $1.05 billion; (ii) extend the maturity date to April 30, 2030; and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50%. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”); to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes. The interest rate for the TRL-2017 promissory notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50%.
TILC Warehouse Loan Facility – In March 2024, we entered into a new Trinity Industries Leasing Company ("TILC") warehouse loan facility with a total commitment amount of $800.0 million, a revolving termination date of March 15, 2027, and a maturity date of March 15, 2028. Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75%. This warehouse loan facility replaced the prior $1.0 billion warehouse loan facility.
TRL-2024TRL-2025 Secured Railcar Equipment Notes – In MayOctober 2024,2025, Trinity Rail Leasing 20212025 LLC, a Delaware limited liability companyLLC ("TRL-2021TRL-2025") and, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $432.4an aggregate principal amount of $535.2 million of its Series 2024-1 Class A2025-1 Green Secured Railcar Equipment Notes.Notes These(the notes"TRL-2025 Notes"). The TRL-2025 Notes bear interest at aan fixedall-in interest rate of 5.78%,5.11%, are payable monthly, and have a stated final maturity date of 2054.October 19, 2055. TRL-2025 purchased a portfolio of railcars directly from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing 2010 LLC ("TRL-2010"). Net proceeds received from the transactionrailcars acquired in connection with the issuance of the TRL-2025 Notes were used to repay approximately $259.0 million of borrowings under TILC's warehouse loan facility; to redeem in full the outstanding debt of Trinityapproximately Rail Leasing VII LLC's Series 2009-1 Secured Railcar Equipment Notes (the "TRL VII Notes"), of which $94.1$133.8 million wasunder outstanding at the redemption dateTRL-2010; and for general corporate purposes. The all-in interest rate for the TRLTRL-2010 VIIsecured railcar equipment notes ("TRL-2010 Notes") was 6.66%5.19% per annum.
Senior Notes due 2028 – In June 2024, we issued an additional $200.0 million aggregate principal amount of 7.75% senior notes due July 2028 (the "Additional Senior Notes"), which increased the aggregate principal amount from $400.0 million to $600.0 million. Interest on the Additional Senior Notes is payable semiannually commencing July 15, 2024. Net proceeds received from the issuance, together with cash on hand, were used to repay $400.0 million of our 4.55% senior notes due 2024 ("Senior Notes due 2024"), and to pay related fees, costs, premiums, and expenses in connection with the issuance.
Railcar Partnership Restructuring – In December 2025, TILC completed a Sale and Exchange Agreement (the “Exchange Agreement”) with Napier Park Railcar Lease Fund LLC (“Napier Park”), a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform. Pursuant to the Exchange Agreement, TILC exchanged a 42.36% membership interest in Triumph Rail Holdings LLC (“Triumph”) for Napier Park’s 69.45% membership interest in RIV 2013. As a result of this exchange, TILC now owns 100% of the membership interests of RIV 2013 and Napier Park now owns 99.8% of the membership interests of Triumph, with TILC retaining a 0.2% membership interest in Triumph. Previously, Triumph was a wholly-owned subsidiary of TRIP Holdings. As a result of the divestiture of Triumph, the Company recognized a non-cash pre-tax gain of $194.2 million during the year ended December 31, 2025, and Triumph and its related debt are no longer included in our Consolidated Financial Statements. See Note 6 and Note 9 of the Consolidated Financial Statements for additional information regarding these transactions.
The following table summarizes our consolidated results of continuing operations for the years ended December 31, 2024, 2023,2025 and 20222024:
(1) Includes a $194.2 million gain on the divestiture of Triumph for the year ended December 31, 2025. See Note 6 of the Consolidated Financial Statements for additional information.
The tables below present revenues by segment for the years ended December 31, 2024, 2023,2025 and 20222024:
Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; gains or losses on property disposals and other divestitures; and restructuring activities. Operating costs by segment for the years ended December 31, 2024, 2023,2025 and 20222024 were as follows:
(1) Includes a $194.2 million gain on the divestiture of Triumph for the year ended December 31, 2025, as well as gains on lease portfolio sales of $57.3$91.4 million, $82.8 million,million and $127.5$57.3 million for the years ended December 31, 2024, 2023,2025 and 2022,2024, respectively.
Operating profit by segment for the years ended December 31, 2024, 2023,2025 and 20222024 was as follows:
Revenues – Our revenues for the year ended December 31, 20242025 were $3,079.2$2,156.9 million, representing ana increasedecrease of $95.9$922.3 million, or 3.2%,30.0%, over the prior year, primarily due to a higher volume oflower external repairs and higher lease rates in the Leasing Group and higher external deliveries, partially offset by a lower volume of external sustainable railcar conversionsdeliveries in the Rail Products Group.
Our revenues for the year ended December 31, 2023 were $2,983.3 million, representing an increase of $1,006.0 million, or 50.9%, when compared to the year ended December 31, 2022, primarily related to higher external deliveries in the Rail Products Group, as well as a higher volume of external repairs, higher lease rates, net additions to the lease fleet, and the impact of the acquisition of RSI Logistics ("RSI") in the Leasing Group.
Cost of revenues – Our cost of revenues for the year ended December 31, 20242025 was $2,411.0$1,584.2 million, representing a decrease of $45.2$826.8 million, or 1.8%,34.3%, over the prior year, primarily due to a lower volume of external sustainable railcar conversions and improved efficiencies in the Rail Products Group, partially offset by a higher volume of external repairs in the Leasing Group and higher external deliveries in the Rail Products Group.
Our cost of revenues for the year ended December 31, 2023 was $2,456.2 million, representing an increase of $846.6 million, or 52.6%, when compared to the year ended December 31, 2022, primarily due to higher external deliveries, the impact of foreign currency fluctuations, supply chain disruptions, and operational and labor-related inefficiencies in the Rail Products Group. Cost of revenues was further impacted by a higher volume of external repairs and the impact of the acquisition of RSI in the Leasing Group.
Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the year ended December 31, 20242025 were $235.7$214.3 million, representing ana increasedecrease of $33.8$21.4 million, or 16.7%,9.1%, over the prior year,year. The decrease was primarily due to higherlower employee-related costs,and includingconsulting increasedcosts incentive-basedas compensation,a result of cost reduction efforts taken by management, partially offset by incentive compensation expense related to the gain on the divestiture of Triumph and continuedcredit investmentsloss inexpense technology.associated with an aged customer receivable.
Selling, engineering, and administrative expenses for the year ended December 31, 2023 were $201.9 million, representing an increase of $16.5 million, or 8.9%, when compared to the year ended December 31, 2022, primarily due to higher employee-related costs, including an increase in headcount as a result of the Holden America and RSI acquisitions.
Gains on dispositions of property and other divestitures – Gains on dispositions of property decreasedand other divestitures increased by $26.3$227.5 million for the year ended December 31, 2024,2025, when compared to the prior year primarily due to lowerthe $194.2 million gain on the divestiture of Triumph, as well as higher gains on lease portfolio sales.
Gains on dispositions of property decreased by $63.1 million for the year ended December 31, 2023, when compared to the year ended December 31, 2022, primarily due to lower lease portfolio sales volume. Additionally, gains on dispositions of property for the year ended December 31, 2022 were favorably impacted by disposals of non-operating facilities.
Results for the years ended December 31, 2024, 2023, and 2022 included gains of $2.7 million, $6.3 million, and $7.5 million, respectively, related to insurance recoveries in excess of net book value for assets damaged at the Company’s facility in Cartersville, Georgia in two separate events. See Note 15 of the Consolidated Financial Statements for more information.
Operating profit – Operating profit for the year ended December 31, 20242025 totaled $491.5$649.2 million, representing an increase of $74.5$157.7 million, or 17.9%,32.1%, from the prior year. The increase was primarily due to improvedthe efficiencies$194.2 million gain on the divestiture of Triumph, higher gains on lease portfolio sales, and thelower mixselling, ofengineering, railcarsand soldadministrative expenses, partially offset by lower external deliveries in the Rail Products Group and higher lease rates and a higher volume of external repairs in the Leasing Group, partially offset by lower gains on lease portfolio sales and higher employee-related costs across the enterprise, including increased incentive-based compensation and costs associated with workforce reductions to improve our cost structure.reductions.
Operating profit for the year ended December 31, 2023 totaled $417.0 million, representing an increase of $83.0 million, or 24.9%, from the year ended December 31, 2022 primarily due to higher external deliveries in the Rail Products Group, as well as higher lease rates, net additions to the lease fleet, and a higher volume of external repairs in the Leasing Group. The increase in operating profit was partially offset by lower lease portfolio sales volume, higher maintenance and compliance costs, and labor inefficiencies in the Leasing Group, as well as the impact of foreign currency fluctuations in the Rail Products Group, and higher employee-related and other operating costs across the enterprise.
Operating profit was favorably impacted during each of the years ended December 31, 2024, 2023, and 2022 by the insurance recoveries described above.
Interest expense, net – Interest expense, net for the year ended December 31, 20242025 totaled $273.5$274.2 million, compared to $265.5$273.5 million for the year ended December 31, 2023,2024. primarily driven by higherAdditionally, interest ratesexpense, andnet higher average debt in 2024, as well asincludes a $1.5 million loss on extinguishment of debt.debt of $1.4 million for the year ended December 31, 2025, compared to $1.5 million for the year ended December 31, 2024.
Income taxes – The effective tax rate from continuing operations for the year ended December 31, 2025 was an expense of 24.2%, which differs from the U.S. statutory rate of 21.0% primarily due to state and foreign income taxes, partially offset by the benefit of tax credits purchased at a discount and the benefit of noncontrolling interest for which we do not provide income taxes. Our effective tax rate from continuing operations for the year ended December 31, 2024 was an expense of 22.7%, which differs from the U.S. statutory rate of 21.0% primarily due to state and foreign income taxes and other discrete items. See Note 10 of the Consolidated Financial Statements for additional information.
Interest expense, net for the year ended December 31, 2023 totaled $265.5 million, compared to $209.1 million for the year ended December 31, 2022, primarily driven by higher variable interest rates, as well as higher average debt due to the issuance of our 7.75% senior notes due July 2028 and a term loan agreement in June 2023.
Other, net – Other, net for the year ended December 31, 2024, 2023, and 2022 resulted in income of $3.8 million, expense of $2.5 million, and income of $1.6 million, respectively. The changes in other, net (income) expense are primarily due to the remeasurement impact of foreign currency fluctuations related to the Mexican peso. Additionally, other, net for the year ended December 31, 2024 included a fee related to the execution of back-to-back interest rate caps associated with the new TILC warehouse loan facility.
Income taxes – The effective tax rate from continuing operations for the year ended December 31, 2024 was an expense of 22.7%, which differs from the U.S. statutory rate of 21.0% primarily due to state and foreign income taxes and other discrete items. Our effective tax rate from continuing operations for the year ended December 31, 2023 was an expense of 6.0%, which differs from the U.S. statutory rate of 21.0% primarily due to the release of residual taxes out of accumulated other comprehensive income and the re-measurement of our net deferred state income tax liabilities due to apportionment and state law changes, reducing our net deferred tax liability. Our effective tax rate from continuing operations for the year ended December 31, 2022 was an expense of 21.8%, which differs from the U.S. statutory rate of 21.0% primarily due to foreign and state income taxes and other discrete items. See Note 10 of the Consolidated Financial Statements for additional information.
Income tax payments, net of refunds, differ from the current provision primarily based on when estimated tax payments were due as compared to when the related income was earned and taxable. Income tax payments, net of refunds, during the years ended December 31, 2024, 2023,2025 and 20222024 totaled $51.4 million and $54.6 million, $42.4 million, and $19.3 million, respectively.
* Not meaningful (1) Revenues related to services performed by the maintenance services business on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group and are excluded from the totals reported on this line.
(3) See Note 6 of the Consolidated Financial Statements for additional information regarding this transaction.
(3) Includes $1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022.
(5) Depreciation and amortization expense includes $5.6 million and $12.1 million for the years ended December 31, 2023 and 2022, respectively, related to the disposal of certain railcar components associated with our sustainable railcar conversion program. There were no disposals under this program during the year ended December 31, 2024. Additionally, depreciation and amortization expense includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, resulting in the recognition of depreciation expense based on the original cost of the railcars and services.
(1) Excludes $1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022.
Total revenues for the Railcar Leasing and Services Group increased by 9.8% for the year ended December 31, 2024 when compared to the year ended December 31, 2023. Leasing and management revenues for the year ended December 31, 2024 were favorably impacted primarily by higher lease rates and net additions to the lease fleet, when compared to the year ended December 31, 2023. Digital and logistics services revenues for the year ended December 31, 2024 decreased when compared to the prior year primarily due to a change in revenue recognition from gross basis to net basis based on our conclusion in the fourth quarter of 2023 that we are acting as an agent for certain services provided to a small number of customers. See Note 1 of the Consolidated Financial Statements for further information on this change.
Total revenues for the Railcar Leasing and Services Group increased by 22.3%5.5% for the year ended December 31, 20232025 when compared to the year ended December 31, 2022.2024. Leasing and management revenues increased by 5.9% for the year ended December 31, 20232025 werewhen favorablycompared impactedto the prior year primarily bydue to higher lease rates,rates and net additions to the lease fleet, and higher average utilization, which resulted in higher revenues when compared to the year ended December 31, 2022. Digital and logistics services revenues for the year ended December 31, 2023 were favorably impacted by the acquisition of RSI.fleet.
Our maintenance services business is primarily dedicated to servicing our lease fleet. Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group. Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the maintenance services revenues line above and are not eliminated in consolidation. Revenues in our maintenance services business increased forby the year ended December 31, 2024 as a result of higher volumes of repairs completed for third parties, including our investor-owned fleet, as well as favorable pricing. Revenues in our maintenance services business increased5.7% for the year ended December 31, 20232025 when compared to the prior year as a result of higherfavorable volumespricing, partially offset by a lower volume of repairsexternal completed for third parties.repairs.
Cost of revenues for the Railcar Leasing and Services Group increased by 8.5% for the year ended December 31, 2025 when compared to the year ended December 31, 2024 primarily due to higher maintenance and compliance costs for the lease fleet, increased deprecation, and operational inefficiencies in the maintenance services business.
Cost of revenues for the Railcar Leasing and Services Group increased by 5.5% for the year ended December 31, 2024 when compared to the year ended December 31, 2023. In our maintenance services business, cost of revenues increased for the year ended December 31, 2024 as a result of the volume of external repairs. Cost of revenues for the year ended December 31, 2024 was also impacted by the gross basis to net basis change in our digital and logistics services business described above.
Cost of revenues for the Railcar Leasing and Services Group increased by 19.4% for the year ended December 31, 2023 when compared to the year ended December 31, 2022. In our maintenance services business, cost of revenues increased for the year ended December 31, 2023 as a result of a higher volume of external repairs, and continued to be impacted by labor shortages leading to operating inefficiencies. Cost of revenues were further increased for the year ended December 31, 2023 by the acquisition of RSI.
Leasing Group operating profit for the year ended December 31, 2024 increased by 6.1% primarily due to higher lease rates and net additions to the lease fleet, and a higher volume of external repairs and favorable pricing in the maintenance services business, partially offset by lower gains on lease portfolio sales and higher employee-related costs, including increased incentive-based compensation.
Leasing Group operating profit for the year ended December 31, 20232025 increased by 8.9%52.7% primarily due to the gain on the divestiture of Triumph, higher gains on lease portfolio sales, and higher lease rates, net additions to the lease fleet, and higher average utilization, as well as a higher volume of external repairs in the maintenance services business. These increases were partially offset by lower lease portfolio sales volume, higher maintenance and compliance costs,costs andfor laborthe shortageslease leading to operating inefficiencies in our maintenance services business.fleet.
Operating profit for the yearsyear ended December 31, 2024, 2023, and 20222024 was favorably impacted by gains of $2.7 million, $6.3 million, and $7.5 million, respectively,million related to insurance recoveries in excess of net book value for assets damaged by a fire at the Company’s facility in Cartersville, Georgia in two separate events.Georgia. See Note 15 of the Consolidated Financial Statements for more information.
What changed in the latest 10-Q
Risk Factors
Except as described below, there have been no material changes from the risk factors previously disclosed in Item 1A of our 2025 Annual Report on Form 10-K.
The regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve.
Since the filing of our Annual Report on Form 10-K, the regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve. We continue to monitor these developments, including governmental actions and interpretations relating to Section 232 of the Trade Expansion Act of 1962 tariffs and other trade measures. These developments may increase uncertainty regarding cross-border operations, customer demand, commercial arrangements, and supply chain planning.
New heading “The regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve.”
Largest changes
“The regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve.”see in full comparison
“Since the filing of our Annual Report on Form 10-K, the regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve. We continue to monitor these developments, including governmental actions and interpretations relating to Section 232 of the Trade Expansion Act of 1962 tariffs and other trade measures. These developments may increase uncertainty regarding cross-border operations, customer demand, commercial arrangements, and supply chain planning.”see in full comparison
Full comparison: every changed paragraph (3)
ThereExcept as described below, there have been no material changes from the risk factors previously disclosed in Item 1A of our 2025 Annual Report on Form 10-K.
The regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve.
Since the filing of our Annual Report on Form 10-K, the regulatory environment relating to U.S. tariffs, customs administration, and trade policy has continued to evolve. We continue to monitor these developments, including governmental actions and interpretations relating to Section 232 of the Trade Expansion Act of 1962 tariffs and other trade measures. These developments may increase uncertainty regarding cross-border operations, customer demand, commercial arrangements, and supply chain planning.
Management's Discussion & Analysis (MD&A)
New heading “Capital Structure Updates”
New heading “Liquidity Highlights”
Removed heading “Subsequent Events”
Largest changes
“TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of $480.8 million of its Series 2026-1 Green Secured Railcar Equipment Notes (the "Series 2026-1 Notes"). The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36%, are payable monthly, and have a stated final maturity date of April 2056. …”see in full comparison
“TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of $480.8 million of its Series 2026-1 Green Secured Railcar Equipment Notes (the "Series 2026-1 Notes). The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36%, are payable monthly, and have a stated final maturity date of April 2056. …”see in full comparison
“Interest expense, net – Interest expense, net for the three months ended June 30, 2026 totaled $64.3 million, compared to $67.7 million for the three months ended June 30, 2025. Interest expense, net for the six months ended June 30, 2026 totaled $129.7 million, compared to $133.8 million for the six months ended June 30, 2025. These decreases for the three and six months ended June 30, 2026 were primarily driven by lower average debt, partially offset by higher interest rates.”see in full comparison
Full comparison: every changed paragraph (70)
•actions by U.S. and/or foreign governments (particularly Mexico and Canada) relative to tariffs, customs administration, trade policies,policies and the interpretation or application of customs laws, federal government budgeting, taxation policies, government expenditures, borrowing/debt ceiling limits, and government shutdowns;
In April 2026, we completed a railcar partnership transaction involving our partially-owned leasing subsidiary, TRIP Rail Holdings LLC ("TRIP Holdings"). See "Executive Summary – Capital Structure Updates" below for further information regarding this transaction.
Demand for many of our railcar products and services is correlated to changes in North American industrial production and international trade. We continue to actively monitor evolving tariff and trade developments, including tariffs imposed pursuant to Section 232 of the Trade Expansion Act of 1962 on steel and aluminum, and their potential impact on demand for our products. Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy in the U.S. and Mexico, ishas negativelyincreased impactingduring 2026 and may continue to influence customer purchasing decisions, our commercial arrangements, and demand for new railcars, which has and could continue to negatively impact our results of operations and demand for new railcars.operations. We remain focused on mitigating impacts to our business resulting from these evolving developments.
•Our revenues for the threesix months ended MarchJune 31,30, 2026 were $492.0$977.1 million, representing a decrease of 16.0%,10.5%, compared to the threesix months ended MarchJune 31,30, 2025. Our operating profit for the threesix months ended MarchJune 31,30, 2026 was $101.1$300.9 million, representing an increase of 1.3%,54.1%, compared to $99.8$195.2 million for the threesix months ended MarchJune 31,30, 2025.
•The Leasing Group's lease fleet of 101,96096,280 company-owned railcars was 97.3% utilized as of MarchJune 31,30, 2026, compared to a lease fleet utilization of 96.8% on 110,150111,545 company-owned railcars as of MarchJune 31,30, 2025. Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
•For the threesix months ended MarchJune 31,30, 2026, we made a net fleet investment of approximately $67.7$126.0 million, which primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
•The total value of the new railcar backlog at MarchJune 31,30, 2026 was $1.6 billion, compared to $1.9$2.0 billion at MarchJune 31,30, 2025. The Rail Products Group received orders for 1,6603,220 railcars and delivered 1,9703,540 railcars in the threesix months ended MarchJune 31,30, 2026, in comparison to orders for 6953,005 railcars and deliveries of 3,0604,875 railcars in the threesix months ended MarchJune 31,30, 2025.
(2) Non-GAAP financial measure. See the Non-GAAP Financial Measures section within this Form 10-Q for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors. Dollar amounts are presented for the threesix months ended MarchJune 31,30, 2026 and 2025.
Capital Structure Updates
TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of $480.8 million of its Series 2026-1 Green Secured Railcar Equipment Notes (the "Series 2026-1 Notes"). The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36%, are payable monthly, and have a stated final maturity date of April 2056. Net proceeds received in connection with the issuance of the Series 2026-1 Notes were used to redeem the outstanding debt of Trinity Rail Leasing 2019 LLC Series 2019-1 Secured Railcar Equipment Notes (the "Series 2019-1 Notes") and for general corporate purposes. The all-in interest rate for the Series 2019-1 Notes was 3.82% per annum.
2026 Railcar Partnership Exchange – In April 2026, TILC executed a contribution agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund GP LLC, a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform. Pursuant to the Contribution Agreement, TILC contributed (i) a 42.56% membership interest in TRIP Holdings and (ii) a 0.2% interest in Triumph Rail Holdings LLC ("Triumph") to NP SPE Holdings LP ("NP SPE") in exchange for an 11.2% limited partnership interest in NP SPE (the "2026 Exchange Transaction"). As a result of these transactions, TILC no longer has any direct ownership interest in TRIP Holdings; its wholly-owned subsidiary, Tribute Rail LLC ("Tribute"); or Triumph. The Company recognized a non-cash pre-tax gain of $131.6 million during the three and six months ended June 30, 2026. TRIP Holdings and Tribute and its related debt, which totaled $270.6 million as of December 31, 2025, are no longer included in our Consolidated Financial Statements.
In December 2025, the Leasing Group divested substantially all of its ownership interest in Triumph, formerly a subsidiary of TRIP Holdings (together with the 2026 Exchange Transaction, the "Railcar Partnership Transactions").
Subsequent Events
TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of $480.8 million of its Series 2026-1 Green Secured Railcar Equipment Notes (the "Series 2026-1 Notes). The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36%, are payable monthly, and have a stated final maturity date of April 2056. Net proceeds received in connection with the issuance of the Series 2026-1 Notes were used to redeem the outstanding debt of Trinity Rail Leasing 2019 LLC Series 2019-1 Secured Railcar Equipment Notes (the "Series 2019-1 Notes") and for general corporate purposes. The all-in interest rate for the Series 2019-1 Notes was 3.82% per annum.
Railcar Partnership Transaction – In April 2026, TILC entered into a Contribution Agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund LLC, a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform. Pursuant to the Contribution Agreement, TILC contributed (i) a 42.56% membership interest in TRIP Rail Holdings LLC ("TRIP Holdings") and (ii) a 0.2% interest in Triumph Rail Holdings LLC ("Triumph Holdings") to NP SPE Holdings LP ("NP SPE") in exchange for a 11.2% limited partnership interest in NP SPE. As a result of these transactions, TILC no longer has any direct ownership interest in TRIP Holdings; its wholly-owned subsidiary, Tribute Rail; or Triumph. As a result of the divestiture of its interests in TRIP Holdings and Triumph Holdings, the Company expects to recognize a non-cash pre-tax gain of approximately $130 million during the second quarter of 2026, and TRIP Holdings, Triumph Holdings, and Tribute and its related debt will no longer be included in our Consolidated Financial Statements.
The following table summarizes our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025:
(1) Includes a $131.6 million gain on the divestiture of TRIP Holdings for the three and six months ended June 30, 2026. See Note 5 of the Consolidated Financial Statements for additional information.
The tables below present revenues by segment for the three and six months ended MarchJune 31,30, 2026 and 2025:
Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; and gains or losses on property disposals.disposals and other divestitures. Operating costs by segment for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows:
(1) Includes a $131.6 million gain on the divestiture of TRIP Holdings for the three and six months ended June 30, 2026; gains on lease portfolio sales of $22.0$8.2 million and $5.9$7.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively; and gains on lease portfolio sales of $30.2 million and $13.7 million for the six months ended June 30, 2026 and 2025, respectively.
Operating profit by segment for the three and six months ended MarchJune 31,30, 2026 and 2025 was as follows:
Revenues – Our revenues for the three months ended June 30, 2026 were $485.1 million, representing a decrease of $21.1 million, or 4.2%, over the prior year period. Our revenues for the six months ended June 30, 2026 were $977.1 million, representing a decrease of $114.5 million, or 10.5%, over the prior year period. The decrease for the three months ended June 30, 2026 was primarily due to lower revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates. The decrease for the six months ended June 30, 2026 was primarily due to lower external deliveries in the Rail Products Group and the impact of the Railcar Partnership Transactions.
Cost of revenues – Our cost of revenues for the three months ended June 30, 2026 was $375.2 million, representing an increase of $2.4 million, or 0.6%, over the prior year period. Our cost of revenues for the six months ended June 30, 2026 was $738.3 million, representing a decrease of $77.7 million, or 9.5%, over the prior year period. The increase for the three months ended June 30, 2026 was primarily due to higher operating costs for the lease fleet, partially offset by lower costs associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions. The decrease for the six months ended June 30, 2026 was primarily due to lower external deliveries in the Rail Products Group and the impact of the Railcar Partnership Transactions, partially offset by higher operating costs for the lease fleet.
Revenues – Our revenues for the three months ended March 31, 2026 were $492.0 million, representing a decrease of $93.4 million, or 16.0%, over the prior year period primarily due to lower external deliveries in the Rail Products Group.
Cost of revenues – Our cost of revenues for the three months ended March 31, 2026 was $363.1 million, representing a decrease of $80.1 million, or 18.1%, over the prior year period primarily due to lower external deliveries in the Rail Products Group.
Gains on dispositions of property and other divestitures – Gains on dispositions of property and other divestitures increased by $15.3$129.6 million and $144.9 million for the three and six months ended MarchJune 31,30, 2026, when compared to the prior year periodperiods primarily due to the $131.6 million gain on the divestiture of TRIP Holdings, as well as higher gains on lease portfolio sales.
Operating profit – Operating profit for the three months ended MarchJune 31,30, 2026 totaled $101.1$199.8 million, representing an increase of $1.3$104.4 million, or 1.3%,109.4%, from the prior year periodperiod. Operating profit for the six months ended June 30, 2026 totaled $300.9 million, representing an increase of $105.7 million, or 54.1%, from the prior year period. These increases were primarily due to the $131.6 million gain on the divestiture of TRIP Holdings, higher gains on lease portfolio salessales, and higher lease rates, partially offset by higher operating costs for the lease fleet. Additionally, the prior year periodperiods included the operating profit ofassociated awith partially-owned leasing subsidiarysubsidiaries that waswere divested in the fourthRailcar quarterPartnership of 2025.Transactions.
Interest expense, net – Interest expense, net for the three months ended June 30, 2026 totaled $64.3 million, compared to $67.7 million for the three months ended June 30, 2025. Interest expense, net for the six months ended June 30, 2026 totaled $129.7 million, compared to $133.8 million for the six months ended June 30, 2025. These decreases for the three and six months ended June 30, 2026 were primarily driven by lower average debt, partially offset by higher interest rates.
Income taxes – The effective tax raterates from continuing operations for the three and six months ended MarchJune 31,30, 2026 waswere an expenseexpenses of 24.2%,23.7% and 23.8%, respectively, which differs from the U.S. statutory rate of 21.0% primarily due to state income taxes,and foreign income taxes, and non-deductible executive compensation, partially offset by equity-based compensation and foreign tax return to provision adjustments.
The effective tax raterates from continuing operations for the three and six months ended MarchJune 31,30, 2025 waswere an expenseexpenses of 20.3%,15.8% and 18.4%, respectively, which differsdiffer from the U.S. statutory rate of 21.0% primarily due to the benefit of tax credits purchased at a discount and the benefit of noncontrolling interest for which we do not provide income taxes and foreign tax return to provision adjustments,taxes, partially offset by state income taxes and other permanent differences. See Note 8 for further information regarding the purchase of transferable tax credits.
(3) See Note 5 of the Consolidated Financial Statements for additional information regarding this transaction.
Total revenues for the Railcar Leasing and Services Group decreased by 0.6%7.0% and 3.9% for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the prior year period.periods. Leasing and management revenues decreased by 4.0%11.8% and 8.0% for the three and six months ended MarchJune 31,30, 2026, respectively, when compared to the prior year periodperiods, primarily due to reduced revenues resultingassociated fromwith the fourth quarter 2025 divestituredivestitures of atwo partially-owned leasing subsidiary,subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates.
Our maintenance services business is primarily dedicated to servicing our lease fleet. Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group. Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the maintenance services revenues line above and are not eliminated in consolidation. Revenues in our maintenance services business increased by 6.9% and 6.8% for the three and six months ended MarchJune 31,30, 2026, respectively, when compared to the prior year periodperiods as a result of higher pricing, partially offset by the mix of repairs. Additionally, the increase in revenues for the six months ended June 30, 2026 was favorably impacted by higher pricing.
Cost of revenues for the Railcar Leasing and Services Group increased by 6.5%1.4% and 3.9% for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the prior year periodperiods primarily due to higher maintenance and compliance costs for the lease fleetfleet, increased depreciation, as well as operational inefficiencies in our maintenance services business. In addition, cost of revenues for the three and increasedsix depreciation.months Thisended June 30, 2026 includes disposal charges associated with the exit of certain logistics solutions locations. The increase was partially offset by operating costs incurred in the prior year periodperiods associated with atwo partially-owned leasing subsidiarysubsidiaries that waswere divested in the fourthRailcar quarterPartnership of 2025.Transactions.
Leasing Group operating profit increased by 3.5%89.1% and 49.0% for the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the prior year period,periods primarily due to the gain on the divestiture of TRIP Holdings, higher gains on lease portfolio salessales, and higher lease rates, partially offset by higherincreased maintenance and compliance costs for the lease fleetfleet, higher depreciation, and increaseddisposal depreciation.charges associated with the exit of certain logistics solutions locations. Additionally, the prior year periodperiods included the operating profit ofassociated awith partially-owned leasing subsidiarysubsidiaries that waswere divested in the fourthRailcar quarterPartnership of 2025.Transactions.
(1) Reflects railcars transferred from partially-owned to wholly-owned and investor-owned as a result of a railcar partnership transaction completed in the fourthRailcar quarterPartnership of 2025.Transactions.
(2) Includes 2,230 railcars and 2,240 railcars under leased-in arrangements as of MarchJune 31,30, 2026 and 2025, respectively.2025.
(3) Approximately 6,235 railcars were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 in December 2025.
(4) Approximately 17,025 railcars reported in partially-owned as of June 30, 2025 were transferred from partially-owned to investor-owned related to the Railcar Partnership Transactions.
(1) Includes sustainable railcar conversion revenues of $10.7 million, representing 115 railcars, for the three and six months ended June 30, 2026. Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the three and six months ended June 30, 2025.
Revenues for the Rail Products Group decreased for the three and costsix months ended June 30, 2026 by 11.9% and 21.8%, respectively, when compared to the prior year periods. Cost of revenues for the Rail Products Group decreased for the three and six months ended MarchJune 31,30, 2026 by 28.7%11.0% and 30.3%,22.2%, respectively, when compared to the prior year periodperiods. These decreases were primarily due to lower deliveries.
Operating profit for the Rail Products Group decreased for the three and six months ended MarchJune 31,30, 2026 by 14.7%,61.8% and 26.7%, respectively, when compared to the prior year period primarily due to lower deliveries,deliveries. In addition, during the three and six months ended June 30, 2026, an incident at our Longview, Texas manufacturing facility resulted in a production interruption, which negatively impacted operating profit. The decrease in operating profit for the six months ended June 30, 2026 was partially offset by a higher mix of high-margin railcars.
Information related to our Rail Products Group backlog of new railcars is set forth below. In addition to the amounts below, as of MarchJune 31,30, 2026, our backlog related to sustainable railcar conversions totaled $37.7$28.2 million, representing 440370 railcars.
Total backlog dollars decreased by 14.7%19.1% when compared to the prior year period. We expect to deliver approximately 42%40% of our railcar backlog value during the remaining ninesix months of 2026 and 34%36% during 2027, with the remainder to be delivered through 2028. The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to modify their procurement decision.
*Not meaningful
Selling, engineering, and administrative expenses for the three and six months ended June 30, 2026 decreased by 5.9% and 0.8%, respectively, when compared to the prior year periods primarily from lower employee-related costs. Total operating costs for the three and six months ended June 30, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.
As of MarchJune 31,30, 2026, we have total committed liquidity of $1.1$1.0 billion. Our total available liquidity includes: $132.6$155.7 million of unrestricted cash and cash equivalents; $595.6$592.4 million unused and available under our revolving credit facility; and $339.6$286.8 million unused and available under the TILC warehouse loan facility based on the amount of warehouse-eligible, unpledged equipment. We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.
Liquidity Highlights
TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 2026, TRL-2025 issued an aggregate principal amount of $480.8 million of its Series 2026-1 Notes. The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36% and have a stated final maturity date of 2056. Net proceeds received in connection with the issuance of the Series 2026-1 Notes were used to redeem the outstanding debt of the Series 2019-1 Notes 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.
The following table summarizes our cash flows from operating, investing, and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025:
Operating Activities. Net cash provided by operating activities from continuing operations for the threesix months ended MarchJune 31,30, 2026 was $99.6$172.4 million compared to net cash provided by operating activities from continuing operations of $78.4$141.9 million for the threesix months ended MarchJune 31,30, 2025. The changes in our operating assets and liabilities are as follows:
The changes in our operating assets and liabilities resulted in a net source of $9.8$8.4 million for the threesix months ended MarchJune 31,30, 2026, as compared to a net use of $19.5$51.9 million for the threesix months ended MarchJune 31,30, 2025. The changes in operating assets and liabilities were impacted primarily by lowerincome receivablestax balancesrefunds as a result of lower deliveriesreceived in the current year period and changesthe purchase of tax credits in the prior year period, partially offset by an increase in inventory balancesand tothe supporttiming plannedof productionpayments levels.associated with operating liabilities.
Investing Activities. Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $70.2$181.8 million compared to $91.6$242.1 million of net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025. Significant investing activities are as follows:
•We made a net fleet investment of $67.7$126.0 million during the threesix months ended MarchJune 31,30, 2026, compared to $86.5$232.7 million in the prior year period primarily due to the timing of lease portfolio sales and fleet additions. Our investment in the lease fleet primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
•In June 2026, we acquired a 32.0% interest in Touax Texmaco Railcar Leasing Private Limited, a railcar leasing company in India, for $37.6 million.
Financing Activities. Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 was $98.6$38.6 million compared to $124.2$44.9 million of net cash usedprovided inby financing activities for the threesix months ended MarchJune 31,30, 2025. Significant financing activities are as follows:
•During the six months ended June 30, 2026, we had total borrowings of $549.1 million and total debt repayments of $503.4 million, for net proceeds of $45.7 million, to support our investment in the lease fleet and for general corporate purposes. During the six months ended June 30, 2025, we had total borrowings of $1,065.0 million and total debt repayments of $904.9 million, for net proceeds of $160.1 million, primarily from debt proceeds to support our investment in the lease fleet and for general corporate purposes.
•During the three months ended March 31, 2026 and 2025, we had total debt repayments of $62.2 million and $77.3 million, respectively, related to normal amortization activity.
•We paid $24.8$50.5 million and $24.6$50.4 million in dividends to our common stockholders during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
TRN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 17,000 shares, about $502.4K; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -17,000 (purchases minus sales); net value about -$502.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-25 | Poet Kevin |
Open-market sale |
17,000 | $29.55 | $502.4K |
| 2026-05-21 | Marchetto Eric R |
Shares withheld for tax | 14,922 | $34.30 | $511.8K |
| 2026-05-21 | Marchetto Eric R |
Grant/award | 51,336 | — | — |
| 2026-05-21 | Echols Leldon E |
Grant/award | 6,210 | — | — |
| 2026-05-21 | Savage Jean |
Grant/award | 192,682 | — | — |
| 2026-05-21 | Savage Jean |
Shares withheld for tax | 55,697 | $34.30 | $1.9M |
| 2026-05-21 | Diez John J. |
Grant/award | 4,024 | — | — |
| 2026-05-21 | Ewing Scott M |
Shares withheld for tax | 1,972 | $34.30 | $67.6K |
| 2026-05-21 | Ewing Scott M |
Grant/award | 14,144 | — | — |
| 2026-05-21 | Ainsworth William P |
Grant/award | 4,024 | — | — |
| 2026-05-21 | Maldonado Christina N |
Grant/award | 2,100 | — | — |
| 2026-05-21 | Gooding Aaron J. |
Shares withheld for tax | 1,705 | $34.30 | $58.5K |
| 2026-05-21 | Gooding Aaron J. |
Grant/award | 13,240 | — | — |
| 2026-05-21 | Poet Kevin |
Grant/award | 35,579 | — | — |
| 2026-05-21 | Poet Kevin |
Shares withheld for tax | 10,465 | $34.30 | $358.9K |
| 2026-05-21 | Maclin Todd |
Grant/award | 4,024 | — | — |
| 2026-05-15 | Savage Jean |
Shares withheld for tax | 23,768 | $34.26 | $814.3K |
| 2026-05-15 | Gooding Aaron J. |
Shares withheld for tax | 805 | $34.26 | $27.6K |
| 2026-05-15 | Maldonado Christina N |
Shares withheld for tax | 1,000 | $34.26 | $34.3K |
| 2026-05-15 | Poet Kevin |
Shares withheld for tax | 2,785 | $34.26 | $95.4K |
| 2026-05-15 | Marchetto Eric R |
Shares withheld for tax | 7,126 | $34.26 | $244.1K |
| 2026-05-15 | Ewing Scott M |
Shares withheld for tax | 1,492 | $34.26 | $51.1K |
Well-known investors holding TRN (13F)
None of the 59 investors we track reported a position in their latest 13F.