UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-37827
TRITON INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Consummation of the Offering of 7.500% Series G Cumulative Redeemable Perpetual Preference Shares.
On January 12, 2026, Triton International Limited (the “Company”) completed the offering (the “Offering”) of 7,000,000 of
its 7.500% Series G Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share and with a liquidation preference of $25.00 per share (the “Series G Preference Shares”). The Series G Preference Shares were sold pursuant
to the terms and conditions of that certain Underwriting Agreement dated January 7, 2026 (the “Underwriting Agreement”), among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC,
RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several underwriters listed in Schedule A thereto.
The Offering was made
pursuant to the Company’s registration statement on Form F-3 (File No. 333-283474) (the “Registration Statement”) that was declared effective by
the SEC on January 10, 2025, the base prospectus contained therein (the “Base Prospectus”) and the prospectus supplement dated January 7, 2026 (the “Prospectus Supplement”). The description of the terms of the
Series G Preference Shares under the headings “Description of Share Capital” in the Base Prospectus and “Description of Series G Preference Shares” in the Prospectus Supplement is incorporated by reference herein. Such
description of the terms of the Series G Preference Shares is not complete and is qualified in its entirety by reference to the complete text of the Certificate of Designations for the Series G Preference Shares, which is filed as Exhibit 4.1
hereto.
Incorporation By Reference
In connection
with the Offering, the Company is filing this Current Report on Form 6-K (the “Current Report”) to incorporate by reference the following exhibits to the Registration Statement: (i) the
Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Certificate of Designations (Exhibit 4.1 to this Current Report), and (iii) the opinion of Appleby (Bermuda) Limited, as counsel to the Company, regarding the validity of the
Series G Preference Shares and the related consent (Exhibits 5.1 and 23.1 to this Current Report).
On January 7, 2026, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit
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Description of Exhibit |
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| 1.1 |
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Underwriting Agreement dated January 7, 2026, by and between Triton International Limited and Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley
& Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several underwriters listed in Schedule A thereto. |
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| 4.1 |
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Certificate of Designations of 7.500% Series G Cumulative Redeemable Perpetual Preference Shares of Triton International Limited. |
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| 5.1 |
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Opinion of Appleby (Bermuda) Limited regarding the validity of the Series G Preference Shares. |
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| 23.1 |
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Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1). |
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| 99.1 |
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Press Release dated January 7, 2026. |
SIGNATURE
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 thereunto duly authorized.
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TRITON INTERNATIONAL LIMITED |
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| Date: January 12, 2026 |
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By: |
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/s/ Lily Colahan |
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Name: Lily Colahan |
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Title: Vice President, General Counsel and Secretary |
