Partially-Owned Subsidiaries

3 Months Ended

Mar. 31, 2026

Noncontrolling Interest [Abstract]

Partially-Owned Leasing Subsidiaries

Partially-Owned Subsidiaries

Investment in Leasing Subsidiary

Through our wholly-owned subsidiary, TILC, we formed a subsidiary, TRIP Holdings, for the purpose of providing railcar leasing services in North America for institutional investors. Prior to the Contribution Agreement as defined and described below under “Subsequent Events”, TRIP Holdings was a direct, partially-owned subsidiary of TILC in which we have a controlling interest. TRIP Holdings is governed by a seven-member board of representatives, two of whom are designated by TILC. TILC is the agent of TRIP Holdings and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of TRIP Holdings.

At March 31, 2026, the carrying value of our investment in TRIP Holdings totaled $35.4 million. Our ownership interest in TRIP Holdings is 42.56%, with the remaining interest owned by third-party, investor-owned funds. Our investment in TRIP Holdings is eliminated in consolidation.

TRIP Holdings has a wholly-owned subsidiary, Tribute Rail LLC ("Tribute Rail"), that is the owner of railcars acquired from our Rail Products and Leasing Groups. TILC is the contractual servicer for Tribute Rail with the authority to manage and service Tribute Rail's owned railcars. Our controlling interest in TRIP Holdings results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets primarily represents the non-Trinity equity interest in TRIP Holdings.

Trinity has no obligation to guarantee performance under TRIP Holdings' (or Tribute Rail's) debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.

The assets of Tribute Rail may only be used to satisfy its liabilities, and the creditors of Tribute Rail have recourse only to its assets. Each of TILC and the third-party equity investor receive distributions from TRIP Holdings, when available, in proportion to its respective equity interests, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Tribute Rail and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings.

See Note 7 for additional information regarding the debt of TRIP Holdings and its subsidiary, Tribute Rail.

Other Investment in Consolidated Affiliate

In 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia. Trinity Global Ventures is owned 51.0% by Trinity Rail Group, LLC ("Trinity Rail Group"), a wholly-owned subsidiary of the Company, and 49.0% by the third party. Upon consideration under the variable interest entity (“VIE”) model of ASC 810, Consolidation, Trinity has concluded that Trinity Global Ventures meets the definition of a VIE. Trinity Rail Group has a variable interest in Trinity Global Ventures arising from its 51.0% equity ownership position. We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance. At March 31, 2026, the carrying value of our investment in Trinity Global Ventures totaled $2.7 million, which is eliminated in consolidation.

Investment in Unconsolidated Affiliate

In 2021, the Company and Wafra, Inc. (“Wafra”), a global alternative investment manager, entered into a railcar investment vehicle program between Trinity and certain funds managed by Wafra (“Wafra Funds”). As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 88.3% by Wafra Funds and 11.7% by TILC. TILC services all railcars owned by Signal Rail.

Upon consideration under the VIE model of ASC 810, Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 11.7% equity ownership position and its role as a service provider. We determined that Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 11.7% equity interest in Signal Rail.

Our investment in Signal Rail is being accounted for under the equity method of accounting. At March 31, 2026, the carrying value of TILC’s equity investment in Signal Rail was $12.7 million, which is included in other assets in our Consolidated Balance Sheets. The carrying value of this investment represents our maximum exposure in Signal Rail.

Subsequent Events

On April 9, 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) its 42.56% membership interest in TRIP Holdings and (ii) its 0.2% interest in Triumph Rail Holdings LLC ("Triumph") to NP SPE Holdings LP ("NP SPE") in exchange for a 11.2% limited partnership interest in NP SPE. TILC services all railcars owned by 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. The Company expects to recognize a non-cash pre-tax gain of approximately $130 million during the second quarter of 2026 related to the divestiture of these interests, and TRIP Holdings and Tribute Rail will no longer be included in our Consolidated Financial Statements. We currently expect that our 11.2% limited partnership interest in NP SPE will be accounted for under the equity method of accounting.