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Debt | 9 Months Ended
--- | ---
Sep. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt The carrying amounts of our debt are as follows:
| September 30, 2025 |  | December 31, 2024
| (in millions)
Corporate – Recourse: |  |  |
Revolving credit facility | $ | 90.0 |  |  | $ | — |
Senior notes due 2028, inclusive of unamortized premium of $3.4 and $4.3 | 603.4 |  |  | 604.3 |
| 693.4 |  |  | 604.3 |
Less: unamortized debt issuance costs | (5.1) |  |  | (6.5) |
Total recourse debt | 688.3 |  |  | 597.8 |
Lease fleet – Non-recourse: |  |  |
Wholly-owned subsidiaries: |  |  |
Secured railcar equipment notes, net of unamortized discount of $0.2 and $0.3 | 2,360.7 |  |  | 2,447.3 |
2017 promissory notes, net of unamortized discount of $— and $1.5 | — |  |  | 631.3 |
TRL-2023 term loan, net of unamortized discount of $0.7 and $— | 1,038.4 |  |  | 323.4 |
TILC warehouse facility | 797.6 |  |  | 584.6 |
Other equipment financing | 48.2 |  |  | 50.0 |
| 4,244.9 |  |  | 4,036.6 |
Less: unamortized debt issuance costs | (16.6) |  |  | (15.3) |
| 4,228.3 |  |  | 4,021.3 |
Partially-owned subsidiaries: |  |  |
Secured railcar equipment notes, net of unamortized discount of $0.1 and $0.1 | 1,030.4 |  |  | 1,076.8 |
Less: unamortized debt issuance costs | (3.3) |  |  | (5.0) |
| 1,027.1 |  |  | 1,071.8 |
Total non-recourse debt | 5,255.4 |  |  | 5,093.1 |
Total debt | $ | 5,943.7 |  |  | $ | 5,690.9 |
Estimated Fair Value of Debt – 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 September 30, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value. The estimated fair values of our debt are as follows:
| September 30, 2025 |  | December 31, 2024
| (in millions)
Level 2 | $ | 621.6 |  |  | $ | 623.2 |
Level 3 | $ | 3,352.3 |  |  | $ | 3,430.5 |
Revolving Credit Facility – We have a $600.0 million unsecured corporate revolving credit facility. During the nine months ended September 30, 2025, there were total borrowings of $230.0 million and total repayments of $140.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $7.3 million, leaving $502.7 million available for borrowing as of September 30, 2025. Our outstanding letters of credit as of September 30, 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 1.50%, for an all-in interest rate of 5.78% as of September 30, 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% (0.20% as of September 30, 2025). 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 September 30, 2025, we were in compliance with all such financial covenants. TILC Warehouse Loan Facility – TILC has a $800.0 million warehouse loan facility to finance railcars owned by TILC. During the nine months ended September 30, 2025, we had total borrowings of $329.5 million and total repayments of $116.5 million under the TILC warehouse loan facility. The entire unused facility amount of $2.4 million was available as of September 30, 2025 based on the amount of warehouse-eligible, unpledged equipment. 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 6.03% at September 30, 2025. TRL-2023 Term Loan – In April 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, 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%. 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 owned by TRL-2023. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under TRL-2017, as described below; to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes. Redemption of TRL-2017 Promissory Notes – In April 2025, with the net proceeds of the TRL-2023 term loan agreement described above, we redeemed in full the TRL-2017 promissory notes (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 nine months ended September 30, 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. Subsequent Events TRL-2025 Secured Railcar Equipment Notes – On October 28, 2025, Trinity Rail Leasing 2025 LLC, a Delaware limited liability company ("TRL-2025") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, 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 bear interest at a fixed rate of 5.09%, and the TRL-2025 Class B Notes 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. 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. 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 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 below; and for general corporate purposes. Redemption of TRL-2010 Secured Railcar Equipment Notes – On October 28, 2025, with the net proceeds of the TRL-2025 Notes described above, we redeemed in full the TRL-2010 secured railcar equipment notes (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. Terms and conditions of our other debt, including recourse and non-recourse provisions and scheduled maturities, are described in Note 9 of our 2024 Annual Report on Form 10-K.

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