TRINITY INDUSTRIES INCTRN
TRINITY INDUSTRIES INC Debt Disclosure
Debt
The carrying amounts and estimated fair values of our debt are as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Corporate – Recourse: | |||||||||||||||||||||||
| Revolving credit facility | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Senior notes due 2028, inclusive of unamortized premium of $3.1 and $4.3 | 603.1 | 623.9 | 604.3 | 623.2 | |||||||||||||||||||
| 603.1 | 623.9 | 604.3 | 623.2 | ||||||||||||||||||||
| Less: unamortized debt issuance costs | (4.6) | (6.5) | |||||||||||||||||||||
| Total recourse debt | 598.5 | 597.8 | |||||||||||||||||||||
| Lease fleet – Non-recourse: | |||||||||||||||||||||||
| Wholly-owned subsidiaries: | |||||||||||||||||||||||
| TILC warehouse facility | 478.5 | 478.5 | 584.6 | 584.6 | |||||||||||||||||||
| 2010 secured railcar equipment notes | — | — | 150.0 | 148.5 | |||||||||||||||||||
2017 promissory notes, net of unamortized discount of $— and $1.5 | — | — | 631.3 | 631.3 | |||||||||||||||||||
2018 secured railcar equipment notes, net of unamortized discount of $0.1 and $0.1 | 344.3 | 331.6 | 359.1 | 344.9 | |||||||||||||||||||
2019 secured railcar equipment notes, net of unamortized discount of $— and $0.1 | 676.4 | 662.5 | 711.3 | 694.7 | |||||||||||||||||||
2020 secured railcar equipments notes, net of unamortized discount of $— and $— | 285.8 | 274.7 | 296.8 | 275.1 | |||||||||||||||||||
2021 secured railcar equipment notes, net of unamortized discount of $0.1 and $0.1 | 677.3 | 673.8 | 706.4 | 682.5 | |||||||||||||||||||
2022 secured railcar equipment notes, net of unamortized discount of $— and $— | 216.6 | 214.5 | 223.7 | 215.8 | |||||||||||||||||||
TRL-2023 term loan, net of unamortized discount of $0.6 and $— | 1,031.9 | 1,031.9 | 323.4 | 323.4 | |||||||||||||||||||
2025 secured railcar equipment notes, net of unamortized discount of $0.1 and $— | 532.1 | 535.2 | — | — | |||||||||||||||||||
TRP-2021 secured railcar equipment notes(1), net of unamortized discount of $— and $— | 303.8 | 292.5 | — | — | |||||||||||||||||||
| Other equipment financing | 47.6 | 47.9 | 50.0 | 50.0 | |||||||||||||||||||
| 4,594.3 | 4,543.1 | 4,036.6 | 3,950.8 | ||||||||||||||||||||
| Less: unamortized debt issuance costs | (20.9) | (15.3) | |||||||||||||||||||||
| 4,573.4 | 4,021.3 | ||||||||||||||||||||||
| Partially-owned subsidiaries: | |||||||||||||||||||||||
Triumph secured railcar equipment notes, net of unamortized discount of $— and $0.1 | — | — | 469.4 | 437.1 | |||||||||||||||||||
Tribute Rail secured railcar equipment notes, net of unamortized discount of $— and $— | 271.3 | 270.9 | 287.8 | 285.0 | |||||||||||||||||||
TRP-2021 secured railcar equipment notes(1), net of unamortized discount of $— and $— | — | — | 319.6 | 296.9 | |||||||||||||||||||
| 271.3 | 270.9 | 1,076.8 | 1,019.0 | ||||||||||||||||||||
| Less: unamortized debt issuance costs | (0.7) | (5.0) | |||||||||||||||||||||
| 270.6 | 1,071.8 | ||||||||||||||||||||||
| Total non–recourse debt | 4,844.0 | 5,093.1 | |||||||||||||||||||||
| Total debt | $ | 5,442.5 | $ | 5,437.9 | $ | 5,690.9 | $ | 5,593.0 | |||||||||||||||
(1) TRP-2021 secured railcar equipment notes were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 as of December 31, 2025. See Note 6 for further information.
The estimated fair value of our 7.75% senior notes due 2028 ("Senior Notes due 2028") is based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate. As of December 31, 2025 and 2024, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the fair value approximates the carrying value.
Corporate – Recourse
Revolving Credit Facility – We have a $600.0 million unsecured corporate revolving credit facility. During the year ended December 31, 2025, we had total borrowings of $300.0 million and total repayments of $300.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $7.3 million, leaving $592.7 million available for borrowing as of December 31, 2025. Our outstanding letters of credit as of December 31, 2025 support performance bonds related to certain railcar orders. The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.75%, for an all-in interest rate of 5.61% as of December 31, 2025. A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175% to 0.40% (0.25% as of December 31, 2025). The maturity date for the revolving credit facility is July 25, 2027.
The revolving credit facility places certain restrictions on the Company and its subsidiaries, including, but not limited to, the ability to incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions or repurchase or redeem capital stock; prepay, redeem, or repurchase certain debt; make loans and investments; sell assets; incur liens on assets; enter into transactions with affiliates; and consolidate, merge, or liquidate. Additionally, the revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. As of December 31, 2025, we were in compliance with all such financial covenants. Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.
Senior Notes Due 2028 – In June 2023, we issued $400.0 million aggregate principal amount of 7.75% senior notes due July 2028. These notes were issued through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. Interest on the Senior Notes due 2028 is payable semiannually commencing January 15, 2024.
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. The Additional Senior Notes were issued at a price of 102.5% of the principal amount. Proceeds received from the issuance totaled approximately $209.0 million and included the premium described above and interest deemed to have accrued from January 15, 2024 through June 4, 2024. The Additional Senior Notes have identical terms and conditions (other than the original issue date, issue price, the first interest payment date and the first date from which interest will accrue) as the original issuance. Interest on the Additional Senior Notes is payable semiannually commencing July 15, 2024.
The Senior Notes due 2028 rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility. The Senior Notes due 2028 are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Senior Notes due 2028 contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. Our Senior Notes due 2028 are fully and unconditionally and jointly and severally guaranteed by each of our domestic subsidiaries that is a guarantor under our revolving credit facility.
Wholly-owned leasing subsidiaries – Non-recourse
A description of the debt of our wholly-owned leasing subsidiaries as of December 31, 2025 is as follows:
TILC Warehouse Loan Facility – TILC has a $800.0 million warehouse loan facility to finance railcars owned by TILC. During the year ended December 31, 2025, we had total borrowings of $389.5 million and total repayments of $495.6 million under the TILC warehouse loan facility. The entire unused facility amount of $321.5 million was available as of December 31, 2025 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75%, for an all-in interest rate of 5.62% at December 31, 2025. Our warehouse loan facility has a revolving termination date of March 15, 2027 and a maturity date of March 15, 2028.
TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"). In October 2025, with the net proceeds of the TRL-2025 Notes described below, we redeemed in full the TRL-2010 Notes, of which $133.8 million was outstanding at the redemption date. The all-in interest rate for the TRL-2010 Notes was 5.19% per annum. In connection with the redemption of the TRL-2010 Notes, during the year ended December 31, 2025, we recognized a loss on extinguishment of debt of $0.6 million, which related to the write-off of unamortized debt issuance costs. This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2025.
TRL-2017 – Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $302.4 million of promissory notes (the "Original 2017 Promissory Notes") due May 15, 2024. In November 2018, the Original 2017 Promissory Notes were extended through November 8, 2025 at an increased aggregate amount of $663.0 million. In July 2020, TRL-2017 issued an additional $225.0 million of promissory notes pursuant to a provision contained in its existing Amended and Restated Loan Agreement dated November 8, 2018 (together with previously-issued promissory notes, the "2017 Promissory Notes"). In April 2025, with the net proceeds of the TRL-2023 term loan agreement described below, we redeemed in full the 2017 Promissory Notes, of which $616.0 million was outstanding at the redemption date. The interest rate for the 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%. In connection with the redemption of the 2017 Promissory Notes, during the year ended December 31, 2025, we recognized a loss on extinguishment of debt of $0.8 million, which included the write-off of unamortized debt issuance costs and other direct costs associated with the extinguishment. This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations.
TRL-2018 – In June 2018, Trinity Rail Leasing 2018, LLC, a Delaware limited liability company ("TRL-2018") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $482.5 million in Secured Railcar Equipment Notes (the "TRL-2018 Secured Railcar Equipment Notes"). The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $200.0 million of TRL-2018's Series 2018-1 Class A-1 Secured Railcar Equipment Notes (the "TRL-2018 Class A-1 Notes"), and (ii) an aggregate principal amount of $282.5 million of TRL-2018's Series 2018-1 Class A-2 Secured Railcar Equipment Notes (the “TRL-2018 Class A-2 Notes”). In October 2020, TRL-2018 issued $155.5 million of Series 2020-1 Class A Secured Railcar Equipment Notes (the “2020-1 Notes”) (the TRL-2018 Class A-1 Notes, the TRL-2018 Class A-2 Notes, and the 2020-1 Notes are, collectively, the “TRL-2018 Notes”). In a separate transaction during October 2020, TRL-2018 redeemed its TRL-2018 Class A-1 Notes, of which $153.1 million was outstanding at the redemption date. The fixed interest rate for these notes was 3.82% per annum.
The TRL-2018 Class A-2 Notes, of which $282.5 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 4.62%, are payable monthly, and have a stated final maturity date of June 17, 2048. The 2020-1 Notes, of which $61.9 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 1.96%, are payable monthly, and have a stated final maturity date of October 17, 2050. The TRL-2018 Notes are obligations of TRL-2018 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2018.
TRL-2019 – In April 2019, Trinity Rail Leasing 2019 LLC, a Delaware limited liability company ("TRL-2019") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $528.3 million in Secured Railcar Equipment Notes (the "TRL-2019 Notes"). The TRL-2019 Notes, of which $384.0 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 3.82%, are payable monthly, and have a stated final maturity date of April 17, 2049. The TRL-2019 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.
In October 2019, TRL-2019 issued an additional $386.5 million in Secured Railcar Equipment Notes (the "TRL-2019-2 Notes"). The TRL-2019-2 Notes consisted of two classes of notes with (i) an aggregate principal amount of $106.9 million of TRL-2019's Series 2019-2 Class A-1 Secured Railcar Equipment Notes (the "TRL-2019 Class A-1 Notes"), and (ii) an aggregate principal amount of $279.6 million of TRL-2019's Series 2019-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2019 Class A-2 Notes”). The TRL-2019 Class A-1 Notes, of which $12.8 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 2.39%, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019 Class A-2 Notes, of which $279.6 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 3.10%, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019-2 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.
TRL-2020 – In November 2020, Trinity Rail Leasing 2020 LLC, a Delaware limited liability company (“TRL-2020”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $110.0 million of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “TRL-2020 Class A-1 Notes”), (ii) $240.3 million of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2020 Class A-2 Notes”), and (iii) $20.5 million of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “TRL-2020 Class B Notes”) (the TRL-2020 Class A-1 Notes, the TRL-2020 Class A-2 Notes, and the TRL-2020 Class B Notes are, collectively, the “TRL-2020 Notes”). The TRL-2020 Class A-1 Notes, of which $25.0 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 1.83%. The TRL-2020 Class A-2 Notes, of which $240.3 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 2.56%. The TRL-2020 Class B Notes, of which $20.5 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 3.69%. The TRL-2020 Notes are payable monthly, and have a stated final maturity date of November 19, 2050. The TRL-2020 Notes are obligations of TRL-2020 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2020.
TRL-2021 – In June 2021, Trinity Rail Leasing 2021 LLC, a Delaware limited liability company ("TRL-2021") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $305.2 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2021 Class A Notes") and (ii) $19.8 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the "TRL-2021 Class B Notes") (the TRL-2021 Class A Notes and the TRL-2021 Class B Notes are, collectively, the “TRL-2021 Notes”). The TRL-2021 Class A Notes, of which $249.7 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 2.26%. The TRL-2021 Class B Notes, of which $19.8 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 3.08%. The TRL-2021 Notes are payable monthly, and have a stated final maturity date of July 19, 2051. The TRL-2021 Notes are obligations of TRL-2021 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2021.
In May 2024, TRL-2021 issued an aggregate principal amount of $432.4 million of its Series 2024-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2024 Notes"). The TRL-2024 Notes, of which $407.9 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 5.78%. The TRL-2024 Notes are payable monthly and have a stated final maturity date of May 19, 2054. The TRL-2024 Notes are obligations of TRL-2021 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2021.
TRL-2022 – In April 2022, Trinity Rail Leasing 2022 LLC, a Delaware limited liability company ("TRL-2022") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $244.8 million of its Series 2022-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2022 Notes"). The TRL-2022 Notes, of which $216.6 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 4.55%, are payable monthly, and have a stated final maturity date of May 20, 2052. The TRL-2022 Notes are obligations of TRL-2022 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2022.
TRL-2023 Term Loan – In June 2023, TRL-2023 entered into a $340.0 million term loan agreement. The TRL-2023 term loan was established to finance railcars and related operating leases thereon purchased by TRL-2023 from TILC and TILC's warehouse loan facility. In April 2025, TRL-2023 entered into an amended and restated term loan agreement (the “TRL-2023 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%. The TRL-2023 term loan agreement, of which $1,032.5 million was outstanding as of December 31, 2025, bears an all-in interest rate of 5.22% at December 31, 2025. We incurred $5.6 million in debt issuance costs, which will be amortized to interest expense over the term of the TRL-2023 term loan. The TRL-2023 term loan is an obligation of TRL-2023 and is non-recourse to Trinity. The obligation is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets to be acquired and owned by TRL-2023. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million of 2017 Promissory Notes, as described above; to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes.
TRL-2025 – In October 2025, TRL-2025 issued an aggregate principal amount of (i) $498.6 million of its Series 2025-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2025 Class A Notes"), and (ii) $36.6 million of its Series 2025-1 Class B Green Secured Railcar Equipment Notes (the "TRL-2025 Class B Notes") (the TRL-2025 Class A Notes and the TRL-2025 Class B Notes are, collectively, the “TRL-2025 Notes”). The TRL-2025 Class A Notes, of which $495.6 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 5.09%. The TRL-2025 Class B Notes, of which $36.6 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 5.30%. The TRL-2025 Notes are payable monthly, and have a stated final maturity date of October 19, 2055. We incurred $5.5 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2025 Notes. The TRL-2025 Notes are obligations of TRL-2025 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2025. Net proceeds received from the railcars 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 the outstanding debt of TRL-2010, as described above; and for general corporate purposes.
TRP-2021 – In June 2021, TRP-2021 issued an aggregate principal amount of (i) $334.0 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the “TRP-2021 Class A Notes”) and (ii) $21.0 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the “TRP-2021 Class B Notes”) (the TRP-2021 Class A Notes and the TRP-2021 Class B Notes are, collectively, the “TRP-2021 Notes”). The TRP-2021 Class A Notes, of which $282.8 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 2.07%. The TRP-2021 Class B Notes, of which $21.0 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 3.06%. The TRP-2021 Notes are payable monthly, and have a stated final maturity date of June 15, 2051. The TRP-2021 Notes are non-recourse to Trinity, TILC, and RIV 2013 and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and other assets owned by TRP-2021. Previously, TRP-2021 was a partially-owned leasing subsidiary. As of December 31, 2025, as a result of a railcar partnership restructuring, TRP-2021 is a wholly-owned leasing subsidiary. See Note 6 of the Consolidated Financial Statements for additional information regarding this transaction.
Other equipment financing – In December 2023, TILC sold to a third party, and subsequently leased back, certain railcars for total proceeds of $52.3 million. The transaction did not qualify as a sale-leaseback and is being accounted for as a financing transaction. Accordingly, no gain or loss was recorded in connection with this transaction, and the sold assets remain within property, plant, and equipment, net in our Consolidated Balance Sheets and will continue to be depreciated over their remaining useful lives for the duration of the lease. A financing liability equal to the amount of consideration received from the buyer-lessor was recorded within debt in our Consolidated Balance Sheets. A portion of the future lease payments that we make to the buyer-lessor will reduce the financing liability and the remainder will be recorded as interest expense. As of December 31, 2025, the carrying value of the financing liability was $47.6 million.
Loss on extinguishment of debt – During the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $1.5 million, which primarily related to a early redemption premium and the write-off of unamortized debt issuance costs in connection with the redemption of the Trinity Rail Leasing VII LLC secured railcar equipment notes. This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2024.
Partially-owned leasing subsidiaries – Non-recourse
Triumph – In June 2021, Triumph issued an aggregate principal amount of $560.4 million of its Series 2021-2 Green Secured Railcar Equipment Notes. In December 2025, as a result of a railcar partnership restructuring, Triumph and its related debt are no longer included in our Consolidated Financial Statements. See Note 6 for further information.
A description of the debt of our partially-owned leasing subsidiary as of December 31, 2025 is as follows:
Tribute Rail – In May 2022, Tribute Rail issued an aggregate principal amount of (i) $290.0 million of its Series 2022-1 Class A Green Secured Railcar Equipment Notes (the “Class A Notes”) and (ii) $37.0 million of its Series 2022-1 Class B Green Secured Railcar Equipment Notes (the “Class B Notes”) (the Class A Notes and the Class B Notes are, collectively, the “Tribute Rail Notes”). The Class A Notes, of which $234.3 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 4.76%. The Class B Notes, of which $37.0 million was outstanding as of December 31, 2025, bear interest at a fixed rate of 5.75%. The Tribute Rail Notes are payable monthly and have a stated final maturity date of May 17, 2052. The Tribute Rail Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings, and are secured by Tribute Rail's portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by Tribute Rail.
Tribute Rail is a wholly-owned subsidiary of TRIP Holdings. TRIP Holdings is a partially-owned subsidiary of the Company, through its wholly-owned subsidiary, TILC. Our ownership interest in TRIP Holdings is 42.6%. See Note 6 for further information.
Scheduled Repayments of Debt
Each of our secured railcar equipment notes generally has an anticipated repayment date and a stated final maturity date. While the stated final maturity dates of each of these notes can be up to 30 years after the respective issuance dates, the cash flows from the encumbered assets of each of these notes will be applied, pursuant to the payment priorities of their respective indentures, so as to amortize their respective notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the notes will be repaid well in advance of their stated final maturity date; the repayments reflected in the table below are based on the earlier anticipated repayment dates rather than the stated final maturity dates. There can be no assurance, however, that such cash flow assumptions will be realized. If these notes are not repaid by the anticipated repayment date, the respective interest rates on these notes would increase from the fixed rates stated above.
The remaining principal payments under existing debt agreements as of December 31, 2025 based on the anticipated repayment dates are as follows:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Recourse – Corporate: | |||||||||||||||||||||||||||||||||||||||||
| Senior notes due 2028 | $ | — | $ | — | $ | 600.0 | $ | — | $ | — | $ | — | $ | 600.0 | |||||||||||||||||||||||||||
Non-recourse – lease fleet: | |||||||||||||||||||||||||||||||||||||||||
| TILC warehouse facility | 15.0 | 15.0 | 5.0 | — | — | — | 35.0 | ||||||||||||||||||||||||||||||||||
| Facility termination payments – TILC warehouse facility | — | — | 443.5 | — | — | — | 443.5 | ||||||||||||||||||||||||||||||||||
| 2018 secured railcar equipment notes | 14.4 | 18.1 | 311.9 | — | — | — | 344.4 | ||||||||||||||||||||||||||||||||||
| 2019 secured railcar equipment notes | 676.4 | — | — | — | — | — | 676.4 | ||||||||||||||||||||||||||||||||||
| 2020 secured railcar equipment notes | 13.7 | 272.1 | — | — | — | — | 285.8 | ||||||||||||||||||||||||||||||||||
| 2021 secured railcar equipment notes | 30.5 | 30.1 | 259.8 | 18.4 | 18.4 | 320.2 | 677.4 | ||||||||||||||||||||||||||||||||||
| 2022 secured railcar equipment notes | 8.1 | 8.2 | 8.2 | 192.1 | — | — | 216.6 | ||||||||||||||||||||||||||||||||||
| TRL-2023 term loan | 31.6 | 34.3 | 34.3 | 34.3 | 898.0 | — | 1,032.5 | ||||||||||||||||||||||||||||||||||
| 2025 secured railcar equipment notes | 15.4 | 13.3 | 14.3 | 11.2 | 18.4 | 459.6 | 532.2 | ||||||||||||||||||||||||||||||||||
| TRP-2021 secured railcar equipment notes | 17.2 | 286.6 | — | — | — | — | 303.8 | ||||||||||||||||||||||||||||||||||
| Other equipment financing | 2.5 | 2.7 | 2.8 | 3.0 | 3.2 | 33.4 | 47.6 | ||||||||||||||||||||||||||||||||||
| Tribute Rail secured railcar equipment notes | 271.3 | — | — | — | — | — | 271.3 | ||||||||||||||||||||||||||||||||||
| Total principal payments | $ | 1,096.1 | $ | 680.4 | $ | 1,679.8 | $ | 259.0 | $ | 938.0 | $ | 813.2 | $ | 5,466.5 | |||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 17, 2017 | |
| 2015 | Feb 19, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.