Trinity Industries (NYSE: TRN) director reports phantom stock award

Rhea-AI Filing Summary

Trinity Industries director Robert C. Biesterfeld Jr. reported an equity-related transaction involving derivative securities linked to the company’s common stock. On 12/31/2025, he acquired 1,079 Trinity Phantom Stock Units at a conversion rate of one unit for one share of Trinity common stock, under the Trinity Industries, Inc. Deferred Plan for Directors Fees. The units track the value of Trinity common stock, which is shown at $26.44 per share for this transaction, but will be settled in cash after his retirement rather than in actual shares. Following this transaction, he beneficially owned 12,915 derivative securities in the form of these phantom stock units, held as a direct interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Biesterfeld Robert C Jr

(Last) (First) (Middle)

14221 N DALLAS PARKWAY

SUITE 1100

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRINITY INDUSTRIES INC [ NYSE/TRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Trinity Phantom Stock Units	$0	12/31/2025		A		1,079		(1)	(1)	Common Stock	1,079	$26.44	12,915	D

Explanation of Responses:

1. The Trinity Phantom Stock Units were accrued under the Trinity Industries, Inc. Deferred Plan for Directors Fees. Stock units are converted at "1 - for - 1" (a rate of one stock unit per one share of Trinity common stock). Settlement of the account will be in cash after the reporting person's retirement.

Remarks:

	Phillip M. Kim For: Robert C. Biesterfeld Jr.	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Trinity Industries (TRN) disclose in this Form 4?

Trinity Industries disclosed that director Robert C. Biesterfeld Jr. acquired 1,079 Trinity Phantom Stock Units on 12/31/2025 under the company’s Deferred Plan for Directors Fees.

How many Trinity Phantom Stock Units does the director hold after this transaction?

After the reported transaction, the director beneficially owned 12,915 derivative securities in the form of Trinity Phantom Stock Units, held as a direct interest.

What are Trinity Phantom Stock Units for Trinity Industries (TRN)?

Trinity Phantom Stock Units are deferred compensation units accrued under the Trinity Industries, Inc. Deferred Plan for Directors Fees. They are tied to Trinity common stock value and are ultimately settled in cash rather than in actual shares.

What is the conversion rate of Trinity Phantom Stock Units to Trinity Industries common stock?

The filing states that the stock units are converted at a "1-for-1" rate, meaning one stock unit corresponds to one share of Trinity Industries common stock for value-tracking purposes.

When will the Trinity Phantom Stock Units for this director be settled?

The filing explains that the director’s account under the Deferred Plan, including these Trinity Phantom Stock Units, will be settled in cash after the reporting person’s retirement.

What reference price is shown for the Trinity Industries common stock in this Form 4?

The transaction table shows Trinity Industries common stock associated with these phantom stock units at a price of $26.44 per share for this reporting event.