Form 8-K

8-K — TRINITY INDUSTRIES INC

Accession: 0000099780-26-000028

Filed: 2026-04-15

Period: 2026-04-09

CIK: 0000099780

SIC: 3743 (RAILROAD EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — trn-20260409.htm (Primary)

EX-10.1 (exhibit101-contributionagr.htm)

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8-K

8-K (Primary)

Filename: trn-20260409.htm · Sequence: 1

trn-20260409

April 9, 2026April 9, 2026TRINITY INDUSTRIES INC0000099780false00000997802026-04-092026-04-09

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): April 9, 2026

_______________________________________

(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 1.01 Entry into a Material Definitive Agreement.

On April 9, 2026, Trinity Industries Leasing Company (“TILC”), a wholly-owned direct subsidiary of Trinity Industries, Inc. (“Trinity” or the “Company”), entered into a Contribution Agreement (the “Contribution Agreement”) with TRIP Rail Holdings LLC (“TRIP Holdings”), Triumph Rail Holdings LLC (“Triumph Holdings”), NP SPE Holdings LP (“NP SPE”), and Napier Park Rail Evergreen Fund GP LLC. Pursuant to the Contribution Agreement, TILC contributed (i) a 42.56% membership interest in TRIP Holdings, and (ii) a 0.2% interest in Triumph Holdings, to 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 or Triumph Holdings, and TRIP Holdings and its subsidiaries will no longer be consolidated in the financial statements of Trinity.

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

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

NO. DESCRIPTION

10.1

Contribution Agreement dated April 9, 2026, by and among Trinity Industries Leasing Company, TRIP Rail Holdings LLC, Triumph Rail Holdings LLC, NP SPE Holdings LP, and Napier Park Rail Evergreen Fund GP LLC

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.

April 15, 2026 By: /s/ Eric R. Marchetto

Name: Eric R. Marchetto

Title: Executive Vice President and Chief Financial Officer

EX-10.1

Filename: exhibit101-contributionagr.htm · Sequence: 2

Document

Exhibit 10.1

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of April 9, 2026, by and among Trinity Industries Leasing Company (“TILC”), TRIP Rail Holdings LLC (“TRIP”), Triumph Rail Holdings LLC (“Triumph”), NP SPE Holdings LP (“NP SPE”) and Napier Park Rail Evergreen Fund GP LLC, as the general partner of NP SPE (the “General Partner”).

RECITALS

WHEREAS, reference is made to the outstanding membership interests of (x) TRIP (the “TRIP Interests”) and (y) Triumph (the “Triumph Interests”);

WHEREAS, TILC is the holder of 42.56% of the TRIP Interests; NP Rail Corp Holdings LLC (“NP Rail”) is the holder of 0.2% of the TRIP Interests; and NP SPE is the holder of all other TRIP Interests;

WHEREAS, TILC is the holder of 0.2% of the Triumph Interests; NP Rail is the holder of 0.2% of the Triumph Interests, and NP SPE is the holder of all other Triumph Interests;

WHEREAS, as of April 1, 2026 (the “Effective Date”), TILC intends to contribute 100% of its TRIP Interests to NP SPE, and NP SPE intends to accept such TRIP Interests;

WHEREAS, as of the Effective Date, TILC intends to contribute 100% of its Triumph Interests to NP SPE, and NP SPE intends to accept such Triumph Interests;

WHEREAS, as of the Effective Date, immediately after receipt of such contributions and in exchange therefore, the General Partner will cause NP SPE to issue limited partnership interests in NP SPE to TILC such that TILC will hold an 11.2% limited partnership interest in NP SPE (the “NP SPE Interests”) and the General Partner shall admit TILC as a limited partner of NP SPE, with the effect that, other than NP Rail’s ownership of 0.2% of each of the TRIP Interests and Triumph Interests, NP SPE will directly hold all outstanding membership interests in (x) TRIP and (y) Triumph, and TILC will hold the NP SPE Interests in NP SPE;

WHEREAS, as of the Effective Date, immediately after receipt of such contributions and issuance of the NP SPE Interests, TILC will cease to be a member of both TRIP and Triumph, and each current TILC Representative (as defined in the Third Amended and Restated Limited Liability Company Agreement of TRIP, dated as of April 23, 2014, as amended from time to time, the “TRIP LLCA”) will cease to be a member of the Board (as defined in the TRIP LLCA) of TRIP, the governing documents of TRIP will be amended including to remove TILC as a member of TRIP and to remove the Board of TRIP and the governing documents of Triumph will be amended including to remove TILC as a member of Triumph; and

WHEREAS, each of the Board of TRIP and the managing member of Triumph has consented to the events set forth in this Agreement and the General Partner has provided its consent to the events set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1 Contribution of TRIP Interests and TILC Interests – As of the Effective Date:

1.1 TILC hereby contributes, effective as of the Effective Date, all of the TRIP Interests and Triumph Interests to NP SPE (and hereby transfers the TRIP Interests and Triumph Interests and all right, title and interest of every kind, nature, and description in the TRIP Interests and Triumph Interests, respectively, to NP SPE), and NP SPE hereby accepts and receives the TRIP Interests and the Triumph Interests in exchange for issuing TILC the NP SPE Interests. For the avoidance of doubt, (i) TILC shall be a limited partner in NP SPE and, in such capacity, shall adhere to and be bound by and subject to all of the terms, conditions and obligations set forth in NP SPE’s limited partnership agreement (as amended and/or restated or otherwise modified from time to time, the “NP SPE LPA”) and (ii) TILC’s contribution of such TRIP Interests and Triumph Interests to NP SPE shall be treated as a contribution pursuant to the terms of the NP SPE LPA.

1.2 NP SPE, acting through the General Partner, hereby accepts and receives the TRIP Interests and Triumph Interests.

1.3 The General Partner hereby consents to the contribution of the TRIP Interests and Triumph Interests to NP SPE and hereby confirms that all commitment requirements set forth under the NP SPE LPA required to admit TILC as a limited partner of NP SPE, have been met by the parties or waived by the General Partner. Each of TILC, TRIP, Triumph, NP SPE and the General Partner consents to the transactions set out in paragraphs 1.1 and 1.2 and waives any and all applicable restrictions in its governing documents (or, with respect to the General Partner, in the governing documents of NP SPE) that would otherwise apply to such transactions (e.g., with respect to redemptions, contributions in-kind, issuance of limited partnership interests or otherwise).

1.4 TILC acknowledges and agrees that immediately following the transactions set out in paragraphs 1.1 and 1.2: (i) TILC shall cease to be a member of both TRIP and Triumph and shall have no rights with respect thereto, and (ii) no TILC Representative shall serve on the Board of TRIP and no TILC Representative shall have any rights to designate or to appoint any representative to serve on the Board of TRIP.

2 Miscellaneous

2.1 Each of TILC, TRIP, Triumph, NP SPE and the General Partner represents and warrants that this Agreement has been duly authorized by all necessary action on its behalf and constitutes the enforceable, valid and binding obligations of each, respectively.

2.2 Except as otherwise provided herein, no modification, amendment or waiver of any provision hereof shall be effective against any of the parties hereto unless such modification, amendment or waiver be approved in writing by the party against whom such modification, agreement or waiver is to apply. The failure of any party to enforce any provision of this Agreement or under any agreement shall in no way be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement.

2.3 This Agreement is intended to bind and inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

2.4 Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such

provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

2.5 This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Counterparts may be executed and/or delivered in electronic form, which shall have the same binding force and effect as original copies.

2.6 This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

2.7 All issues concerning the enforceability, validity and binding effect of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law.

2.8 Each party hereto shall execute and deliver such further instruments and other documents and take such additional action as may be reasonably required or desirable to effect or consummate the provisions hereof and the transactions contemplated hereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date set forth in the introductory paragraph hereof.

TRINITY INDUSTRIES LEASING COMPANY

By: /s/ Joshua Yeretsky

Name: Joshua Yeretsky

Title: Vice President and Managing Director, Capital Markets

TRIP RAIL HOLDINGS LLC

By: Napier Park Global Capital (US) LP

Its: Managing Member

By: /s/ Jeffrey Traum

Name: Jeffrey Traum

Title: Senior Managing Director, General Counsel

TRIUMPH RAIL HOLDINGS LLC

By: Napier Park Rail Evergreen Fund LP

Its: Managing Member

By: Napier Park Rail Evergreen Fund GP LLC

Its: General Partner

By: /s/ Jeffrey Traum

Name: Jeffrey Traum

Title: Authorized Signatory

NP SPE HOLDINGS LP

By: Napier Park Rail Evergreen Fund GP LLC

Its: General Partner

By: /s/ Jeffrey Traum

Name: Jeffrey Traum

Title: Authorized Signatory

NAPIER PARK RAIL EVERGREEN FUND GP LLC

By: /s/ Jeffrey Traum

Name: Jeffrey Traum

Title: Authorized Signatory

[Signature Page to the Contribution Agreement]

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