Triton International Ltd Series A Pfd美股招股说明书(2026-01-15版)

Triton Container International Limited and TAL International Container Corporationeach a wholly owned subsidiary ofTriton International Limited$600,000,000 5.150% Senior Notes due 2033Guaranteed by Triton International Limited Triton Container International Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“TCIL”), and TAL International ContainerCorporation, a Delaware corporation (“TALICC”), as co-issuers (together, the “Issuers”), are offering $600,000,000 aggregate principal amount of 5.150% Senior Notes due 2033(the “Notes”). TCIL is a direct wholly-owned subsidiary of Triton International Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Triton”or the “Parent Guarantor”) and TALICC is an indirect wholly-owned subsidiary of TCIL and Triton. The Parent Guarantor will fully and unconditionally guarantee the Notes on asenior unsecured basis (the “Parent Guarantee”). The Issuers will pay interest on the Notes on February 15 and August 15 of each year, commencing August 15, 2026. The Noteswill mature on February 15, 2033. The Issuers may redeem the Notes, in whole or in part, at any time and from time to time prior to December 15, 2032 (the date that is two months prior to their maturity)(the “Par Call Date”), at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereondiscounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 20basispoints less (b)interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interestthereon to the redemption date. At any time on or after the Par Call Date, the Issuers may redeem some or all of the Notes at a redemption price equal to 100% of the principalamount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. If a change of control triggering event occurs, the Issuers will be required tooffer to purchase all of the Notes outstanding at a purchase price equal to 101% of the aggregate principal amount of the Notes purchased, plus accrued and unpaid interest, if any,to, but not including, the date of purchase. The Notes will be senior obligations of the Issuers, ranking equal in right of payment with all other existing and future unsubordinated indebtedness of the Issuers. TheNotes will be unsecured and therefore will be effectively subordinated to any secured indebtedness of the Issuers to the extent of the value of the collateral securing suchindebtedness. The Notes will not be guaranteed by any of the Issuers’ subsidiaries and therefore will be structurally subordinated to all existing or future indebtedness and otherobligations of the Issuers’ subsidiaries (other than TALICC). The Parent Guarantee will be a senior obligation of the Parent Guarantor, ranking equal in right of payment with allother existing and future unsubordinated indebtedness of the Parent Guarantor. The Parent Guarantee will be unsecured and therefore will be effectively subordinated to anysecured indebtedness of the Parent Guarantor to the extent of the value of the collateral securing such indebtedness. Investing in the Notes involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading“Risk Factors” beginning on page S-8 of this prospectus supplement and in our other filings with the Securities and Exchange Commissionincorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should consider beforemaking a decision to invest in the Notes. Neither the Securities and Exchange Commission nor any state securities commission, the Registrar of Companies in Bermuda, the Bermuda Monetary Authority or anyother regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Public offering price(1)Underwriting discount (1)Plus accrued interest, if any, from January 21, 2026, if settlement occurs after that date. The Notes are a new issue of securities with no established trading market. We do not intend to apply to list the Notes on any securities exchange or on any automateddealer quotation system. The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (“DTC”) for the accounts of itsparticipants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A.(“Clearstream”), on or about January 21, 2026. Joint Book-Running Managers BofASecuritiesCitizensCapitalMarkets WellsFargoSecurities TruistSecurities BrookfieldCapitalSolutionsM&T Securities Table of Contents Pro