UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 2, 2021

_______________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-6903	75-0225040
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

14221 N. Dallas Parkway, Suite 1100,

Dallas, Texas 75254-2957

(Address of Principal Executive Offices, and Zip Code)4

(214) 631-4420

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TRN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On March 5, 2021, Trinity Industries, Inc. (“Trinity”) delivered to its executive officers and directors (collectively, the “Covered Persons”) a notice under Rule 104(b)(2)(i) of Regulation BTR, pursuant to which Trinity has imposed a “blackout” period in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations.

Because a blackout period has been imposed under the Trinity Industries, Inc. 401(k) Plan (the “Plan”), which is sponsored by Trinity, that is expected to begin on April 8, 2021, and end on April 19, 2021, Trinity is imposing a SOX blackout period that begins on April 8, 2021, and ends on April 19, 2021. Trinity will advise the Covered Persons when the SOX blackout period ends, if earlier or later than the specified date and time. Trinity received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 on March 2, 2021. The blackout period under the Plan is needed in connection with a transition of Plan administrators.

While the SOX blackout period is in effect, the Covered Persons (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of Trinity, including any common stock and any options. There are limited exclusions and exemptions from this rule. Further, the above prohibition is in addition to the normal restrictions on trading activity that Trinity imposes on its executive officers and directors, including under Trinity’s insider trading policy.

If the Covered Persons have any questions pertaining to the notice or the SOX blackout period, they were directed to contact Jared S. Richardson in Trinity’s Legal Department by telephone at 214-631-4420 or by mail at 14221 N. Dallas Parkway, Dallas, Texas 75254.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Trinity Industries, Inc.
March 5, 2021	By:	/s/ Eric R. Marchetto
		Name: Eric R. Marchetto
		Title: Executive Vice President and Chief Financial Officer