Trinity Industries (NYSE: TRN) director adds 838 phantom stock units in Form 4

Rhea-AI Filing Summary

Trinity Industries Inc. director reports additional deferred phantom stock units. A company director reported a Form 4 transaction dated 12/31/2025 involving Trinity Phantom Stock Units under the Trinity Industries, Inc. Deferred Plan for Directors Fees. The filing shows an acquisition coded as "A" of 838 Trinity Phantom Stock Units, each economically tied on a 1-for-1 basis to one share of Trinity common stock. The units reference Trinity common stock at a price of $26.44 and have a conversion or exercise price of $0.

After this transaction, the reporting person holds 74,691 derivative securities in the form of phantom stock units, held in direct ownership. According to the plan terms, the phantom stock account will be settled in cash after the reporting person’s retirement, rather than in actual shares.

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

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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^*

ECHOLS LELDON E

(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		838		(1)	(1)	Common Stock	838	$26.44	74,691	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: Leldon E. Echols	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 Inc (TRN) disclose in this Form 4?

The filing reports that a director acquired 838 Trinity Phantom Stock Units on 12/31/2025 under the Trinity Industries, Inc. Deferred Plan for Directors Fees, coded as an acquisition.

What are Trinity Phantom Stock Units for TRN and how are they valued?

The Trinity Phantom Stock Units are deferred compensation units accrued under the Deferred Plan for Directors Fees. They are converted at a 1-for-1 rate, meaning each unit is tied economically to one share of Trinity common stock, with the filing referencing a stock price of $26.44 per share.

How many derivative securities does the Trinity Industries director hold after this transaction?

Following the reported transaction, the director beneficially owns 74,691 derivative securities in the form of Trinity Phantom Stock Units, held in direct ownership.

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

The explanation states that the Trinity Phantom Stock Units account will be settled in cash after the reporting person’s retirement, rather than being settled in actual Trinity common stock.

What is the exercise or conversion price of the Trinity Phantom Stock Units in this TRN filing?

The Form 4 lists the conversion or exercise price of the Trinity Phantom Stock Units as $0, with the units economically tracking Trinity common stock at a price of $26.44 per share.

What role does the reporting person hold at Trinity Industries Inc (TRN)?

The reporting person is identified as a Director of Trinity Industries Inc, with the Form 4 indicating the filing is made by one reporting person.