6-K

TRITON INTERNATIONAL LIMITED

Date: February 6, 2025

/s/ Carla L. Heiss

Name: Carla L. Heiss

Title: Senior Vice President, General Counsel and Secretary

Consummation of the Offering of 7.625% Series F Cumulative Redeemable Perpetual Preference Shares.

On February 6, 2025, Triton International Limited (the “Company”) completed the offering (the “Offering”) of 6,000,000 of its 7.625% Series F Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share and with a liquidation preference of $25.00 per share (the “Series F Preference Shares”). The Series F Preference Shares were sold pursuant to the terms and conditions of that certain Underwriting Agreement dated January 30, 2025 (the “Underwriting Agreement”), among the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule A thereto.

The Offering was made pursuant to the Company’s registration statement on Form F-3 (File No. 333-283474) (the “Registration Statement”) that was declared effective by the SEC on January 10, 2025, the base prospectus contained therein (the “Base Prospectus”) and the prospectus supplement dated January 30, 2025 (the “Prospectus Supplement”). The description of the terms of the Series F Preference Shares under the headings “Description of Share Capital” in the Base Prospectus and “Description of Series F Preference Shares” in the Prospectus Supplement is incorporated by reference herein. Such description of the terms of the Series F Preference Shares is not complete and is qualified in its entirety by reference to the complete text of the Certificate of Designations for the Series F Preference Shares, which is filed as Exhibit 4.1 hereto.

Incorporation By Reference

In connection with the Offering, the Company is filing this Current Report on Form 6-K (the “Current Report”) to incorporate by reference the following exhibits to the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Certificate of Designations (Exhibit 4.1 to this Current Report), and (iii) the opinion of Appleby (Bermuda) Limited, as counsel to the Company, regarding the validity of the Series F Preference Shares and their related consent (Exhibits 5.1 and 23.1 to this Current Report).

On January 30, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

1.1		Underwriting Agreement dated January 30, 2025, by and between Triton International Limited and Morgan Stanley & Co. LLC, BofA Securities, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule A thereto.

4.1		Certificate of Designations of 7.625% Series F Cumulative Redeemable Perpetual Preference Shares of Triton International Limited.

5.1		Opinion of Appleby (Bermuda) Limited regarding the validity of the Series F Preference Shares.

23.1		Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1).

99.1		Press Release dated January 30, 2025.