Material Agreement

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):   August 29, 2022 _______________________________________ (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 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 August 29, 2022, Trinity Industries, Inc.'s subsidiary, Trinity Industries Leasing Company; Trinity Rail Leasing Warehouse Trust; Credit Suisse AG, New York Branch, as Agent for the Lenders; the Lenders; and Wilmington Trust Company, as Collateral Agent and Depositary, entered into the First Amendment to the Fifth Amended and Restated Warehouse Loan Agreement relating to the Warehouse Loan Agreement dated as of June 27, 2002 (the “First Amendment”). The First Amendment, among other things, (i) transitions the facility benchmark rate from 1-month LIBOR to term SOFR plus a benchmark adjustment, (ii) updates certain provisions regarding the application of payments and prepayments to provide that derivatives termination values are to be paid pari passu with loan principal payments and (iii) expands the definition of Eligible Lease to include finance leases (as determined under GAAP), subject to a 15% concentration limit. A copy of the First Amendment is attached as Exhibit 10.1 and is incorporated by reference. The description of the First Amendment 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  First Amendment to the Fifth Amended and Restated Warehouse Loan Agreement dated as of August 29, 2022, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary. 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Trinity Industries, Inc. September 1, 2022 By: /s/ Eric R. Marchetto Name: Eric R. Marchetto Title: Executive Vice President and Chief Financial Officer