Does this Trinity Industries (TRN) Form 4 affect share count or shareholder dilution?

This Form 4 reflects a cash-settled phantom stock award and does not directly change Trinity’s outstanding share count. The units mirror the value of common stock for compensation purposes and are scheduled to be settled in cash after the reporting person’s retirement.

Trinity Industries (NYSE: TRN) director awarded 1,070 phantom stock units as deferred pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MACLIN TODD reported acquisition or exercise transactions in this Form 4 filing.

Trinity Industries director Todd Maclin received a grant of 1,070 Trinity Phantom Stock Units as compensation. The units were awarded at a reference value of $32.18 per unit and increase his phantom stock balance to 25,523 units following the transaction.

The phantom units are accrued under the Trinity Industries Deferred Plan for Directors Fees. Each unit is linked 1-for-1 to a share of Trinity common stock for value, but the account will be settled in cash after his retirement rather than in actual shares. This filing reflects routine, non-market compensation and does not represent an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MACLIN TODD

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Trinity Phantom Stock Units	1,070	$32.18	$34K

Holdings After Transaction: Trinity Phantom Stock Units — 25,523 shares (Direct)

Footnotes (1)

F1. 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.

Key Figures

Phantom stock units granted: 1,070 units Grant reference price: $32.18 per unit Total phantom units after grant: 25,523 units +1 more

4 metrics

Phantom stock units granted 1,070 units Trinity Phantom Stock Units awarded on 2026-03-31

Grant reference price $32.18 per unit Value used for 2026-03-31 phantom stock grant

Total phantom units after grant 25,523 units Todd Maclin Trinity Phantom Stock Units following transaction

Underlying common stock linkage 1-for-1 Each phantom unit tracks one share of Trinity common stock

Key Terms

Trinity Phantom Stock Units, Deferred Plan for Directors Fees, 1 - for - 1, settlement of the account will be in cash

4 terms

Trinity Phantom Stock Units financial

"The Trinity Phantom Stock Units were accrued under the Trinity Industries, Inc. Deferred Plan for Directors Fees."

Deferred Plan for Directors Fees financial

"The Trinity Phantom Stock Units were accrued under the Trinity Industries, Inc. Deferred Plan for Directors Fees."

1 - for - 1 financial

"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 financial

"Settlement of the account will be in cash after the reporting person's retirement."

FAQ

What did Trinity Industries (TRN) director Todd Maclin report in this Form 4?

Todd Maclin reported receiving 1,070 Trinity Phantom Stock Units as a compensation award. The grant is recorded at $32.18 per unit and raises his total phantom stock holdings to 25,523 units under the company’s deferred plan for directors’ fees.

Is Todd Maclin buying or selling Trinity Industries (TRN) stock in this filing?

No, this filing does not show an open-market buy or sell of Trinity shares. It records a grant of 1,070 Trinity Phantom Stock Units as director compensation, which will be settled in cash after retirement rather than through actual stock transactions.

How many Trinity Phantom Stock Units does Todd Maclin hold after this transaction?

After receiving 1,070 additional phantom stock units, Todd Maclin holds a total of 25,523 Trinity Phantom Stock Units. These units track the value of Trinity common stock on a 1-for-1 basis but are paid out in cash following his retirement from the board.

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

Trinity Phantom Stock Units are deferred compensation units tied 1-for-1 to Trinity common stock value. Directors accrue them under the Deferred Plan for Directors Fees, and the accumulated balance is settled in cash after the director retires, rather than receiving actual company shares.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/02/2026 - 04:01 PM

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
Estimated average burden
hours per response:			0.5

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^*

MACLIN TODD

(Last)

(First)

(Middle)

14221 N. DALLAS PARKWAY

SUITE 1100

(Street)

DALLAS

TEXAS

75254

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Trinity Phantom Stock Units	$0	03/31/2026		A		1,070		⁽¹⁾	⁽¹⁾	Common Stock	1,070	$32.18	25,523	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: Todd Maclin	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR