TRINITY INDUSTRIES INC

For the period ended Apr 9, 2026. Filed Apr 9, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 9, 2026 · Filed Apr 9, 2026

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TRN$29.43-3.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☑	Filed by a party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Trinity Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):
☑	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
	(1)	Title of each class of securities to which transaction applies:
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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14221 N. Dallas Parkway, Suite 1100Dallas, Texas 75254www.trin.net

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE & TIME		PLACE		RECORD DATE
Thursday, May 21, 2026,at 8:30 a.m., Central Daylight Time	Will be held at14221 N. Dallas Parkway Dallas, Texas 75254		All stockholders of record at the close of business on March 23, 2026, are entitled to vote

Items of Business

At the meeting, the stockholders will act on the following matters:
01	Election of the eight nominees named in the attached proxy statement as directors;
02	Advisory vote on named executive officer compensation;
03	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and
04	Any other matters that may properly come before the meeting.

All stockholders of record at the close of business on March 23, 2026, are entitled to vote at the meeting or any postponement or adjournment of the meeting. A list of the stockholders is available at the Company’s offices in Dallas, Texas.

Your vote is important! Please vote as promptly as possible by using the internet, by telephone or, if you have requested a printed version of these materials, by signing, dating, and returning the printed proxy card to the address listed on the card.

By Order of the Board of Directors,

Jared S. Richardson

Vice President and Secretary

April 9, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 21, 2026:This Proxy Statement and the Annual Report to Stockholders for the fiscal year ended December 31, 2025, are available for viewing, printing, and downloading at www.proxyvote.com."Delivering Goods for the Good of All"

TABLE OF CONTENTS

	Page
Proxy Statement Summary	1
Proxy Statement	4
Communications with Directors	6
Corporate Governance	7
Independence of Directors	7
Board Leadership Structure	8
Board Committees	8
Board’s Role in Risk Oversight	14
Risk Assessment of Compensation Policies and Practices	15
Compensation Committee Interlocks and Insider Participation	15
Corporate Responsibility	15
Proposal 1 - Election of Directors	17
Nominees	18
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation	25
Proposal 3 - Ratification of the Appointment of Ernst & Young LLP	26
Fees of Independent Registered Public Accounting Firm for Fiscal Years 2025 and 2024	26
Report of the Audit Committee	27
Executive Compensation	29
Compensation Discussion and Analysis	29
Human Resources Committee Report	49
Compensation of Executives	50
Summary Compensation Table	50
Grants of Plan-Based Awards	52
Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table	54
Outstanding Equity Awards at Year-End	56
Option Exercises and Stock Vested in 2025	58

	Page
Nonqualified Deferred Compensation	58
Deferred Compensation Discussion	59
Potential Payments Upon Termination or Change in Control	60
Director Compensation	63
Director Compensation Discussion	64
CEO Pay Ratio	65
Pay vs. Performance	66
Transactions with Related Persons	70
Security Ownership	71
Security Ownership of Certain Beneficial Owners and Management	71
Additional Information	73
Stockholder Proposals for the 2027 Proxy Statement	73
Director Nominations or Other Business for Presentation at the 2027 Annual Meeting	73
Other Business	74
Appendix - Reconciliations of Non-GAAP Measures	A-1

ContentsView on SEC.gov

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