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): ~~May~~July 1531, 2025

_______________________________________

(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 NYSE Texas

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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote~~Condition. ~~of Security Holders~~

OnTrinity ~~May~~Industries, 15Inc. ("Trinity") hereby furnishes the information set forth in its News Release, dated July 31, 2025, ~~Trinity~~announcing ~~Industries~~operating results for the three month period ended June 30, ~~Inc~~2025, a copy of which is furnished as Exhibit 99.1 ~~(the~~and ~~“Company”)~~incorporated herein by reference. On July 31, 2025, Trinity held a conference call and webcast with respect to its financial results for the three month period ended June 30, 2025. ~~Annual~~The ~~Meeting~~conference call scripts of ~~Stockholders~~Leigh atAnne ~~which~~Mann, ~~the~~Vice ~~Company’s~~President ~~stockholders~~of ~~voted~~Investor onRelations; ~~the~~E. ~~following~~Jean ~~three~~Savage, ~~proposals~~Chief Executive Officer and President; and Eric R. Marchetto, Executive Vice President and ~~cast~~Chief ~~their~~Financial ~~votes~~Officer are furnished as ~~described~~Exhibit ~~below~~99.2, and incorporated herein by reference.

~~Proposal~~The 1conference –call, ~~Election~~News Release, and Presentation Materials, described below, included references to Adjusted Operating Results and Adjusted Earnings Per Share, Adjusted Return on Equity, Cash Flow from Operations with Net Gains on Lease Portfolio Sales, EBITDA and Adjusted EBITDA, which are not calculations based on generally accepted accounting principles (“GAAP”). Reconciliations of ~~Directors~~each of these non-GAAP measures to the most directly comparable GAAP measures have been included in the News Release and/or the Presentation Materials. When forward-looking non-GAAP measures are provided, Trinity does not provide quantitative reconciliations of forward-looking non-GAAP measures to the most directly comparable GAAP measures because it cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to: the product mix of expected railcar deliveries; the timing and amount of significant transactions and investments, such as lease portfolio sales, capital expenditures, and returns of capital to shareholders; and the amount and timing of certain other items outside the normal course of our core business operations.

~~The~~This ~~stockholders~~information ~~elected~~and ~~eight~~the ~~directors~~materials ~~for~~described ain ~~one-year~~Item ~~term~~7.01 are not "filed" pursuant to the Securities Exchange Act of 1934 and are not incorporated by reference into any Securities Act of 1933 registration statements. Additionally, asthe ~~follows:~~submission of the report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Nominee	For	Against	Abstain	Broker Non-Votes
William P. Ainsworth	66,650,859	443,079	45,862	7,422,788
Robert C. Biesterfeld Jr.	66,954,687	138,897	46,216	7,422,788
John J. Diez	61,146,862	2,310,342	3,682,596	7,422,788
Leldon E. Echols	65,735,667	1,343,805	60,328	7,422,788
Veena M. Lakkundi	66,685,038	411,033	43,729	7,422,788
S. Todd Maclin	66,879,282	214,470	46,048	7,422,788
E. Jean Savage	66,864,614	229,056	46,130	7,422,788
Dunia A. Shive	65,998,445	1,098,611	42,744	7,422,788

Item 7.01 Regulation FD Disclosure.

~~Proposal~~See "Item 2.02 – ~~Advisory~~Results ~~Vote~~of Operations and Financial Condition." Additionally, Trinity posted its presentation for investors and interested parties to ~~Approve~~its ~~Named~~website ~~Executive~~to ~~Officer~~accompany ~~Compensation~~the conference call; a copy of these materials is furnished as Exhibit 99.3 and incorporated herein by reference.

~~The~~Forward-Looking stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement dated April 3, 2025, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:Statements

For			Against			Abstain			Broker Non-Votes
66,063,037			837,395			239,368			7,422,788

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K.

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the following vote:

For			Against			Abstain
73,688,399			809,988			64,201

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

NO.						DESCRIPTION
99.1						News Release dated July 31, 2025 with respect to the operating results for the three month period ended June 30, 2025.
99.2						Conference call script of July 31, 2025.
99.3						Q2 2025 Presentation Materials
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Trinity Industries, Inc.
May 19, 2025	By:	/s/ Eric R. Marchetto
July 31, 2025	By:	/s/ Eric R. Marchetto
		Name: Eric R. Marchetto
		Title: Executive Vice President and Chief Financial Officer

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