Century House 16 Par-La-Ville Road Hamilton HM 08 Bermuda (441) 296-2500 (Address of principal executive office) Securities registered or to be registered pursuant to Section 12(b) of the Act. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-33725 Textainer Group Holdings Limited (Translation of R ...

Revenue and Customer Base - Lease revenues from the company's 20 largest container lessees represented approximately $715 million or 88.3% of the total lease rental income during 2022[38] - The three largest customers in 2022 were Mediterranean Shipping Company S.A. ($198 million or 24.4%), CMA-CGM S.A. ($95 million or 11.7%), and COSCO Shipping Lines ($87 million or 10.8%) of total lease rental income[38] - Approximately 19% of total lease billing in 2022 was attributable to shipping line customers domiciled in the PRC (including Hong Kong) or Taiwan[88] - The top 20 customers accounted for approximately 88.3% of the total fleet's 2022 lease rental income, with the three largest customers contributing $198 million (24.4%), $95 million (11.7%), and $87 million (10.8%) respectively[207] - The company's top 20 customers have been with the company for an average of around 30 years, indicating strong customer loyalty and long-term relationships[207] Market Conditions and Economic Impact - Global economic weakness, including the impact of the Novel Coronavirus pandemic, has materially and negatively affected the company's business and financial condition[32] - The demand for leased containers is heavily influenced by global trade growth and economic conditions, with potential downturns adversely affecting utilization and revenue[29] - Economic instability in Asia could reduce demand for leasing, adversely affecting the company's business and financial condition[45] - The company has experienced a decline in the rate of economic growth in the PRC, which may impact demand for containers[87] Financial Risks and Debt - The company relies on a significant amount of debt, which reduces financial flexibility and could impede operational capabilities[28] - As of December 31, 2022, the company had outstanding indebtedness of $5,540 million under its debt facilities, all secured by container assets and finance leases[60] - The company is subject to financial covenants that could limit its ability to incur additional indebtedness or pursue business opportunities if breached[64] - The company may need to raise additional debt or equity capital to fund its business and respond to competitive pressures, which may not be available on attractive terms[69] - The company has significant risks related to international tax disputes and potential increases in effective tax rates due to ongoing tax reform efforts[130] Operational and Competitive Risks - The company faces risks from operational and competitive pressures, including repositioning costs, container surpluses, and competition in the container leasing industry[28] - The company faces risks associated with re-leasing containers after their initial long-term lease, which could materially impact financial performance if lease rates decline significantly[47] - The consolidation of major container shipping lines and the growth of alliances may decrease the demand for leased containers, potentially harming the company's business[41] - The company competes with a small number of major leasing companies and faces pressure from competitors with greater financial resources[79] Container Market Dynamics - Container prices for new standard 20' dry freight containers ranged between $1,598 and $3,790 over the past five years, with a decrease in average new container cost per CEU in 2022 compared to 2021[37] - The company experienced a decline in lease rates and new and used container prices due to reduced market activity and lower steel costs in 2022[36] - The volatility of residual values of used containers can significantly affect profitability, influenced by market conditions and demand for used containers[48] - A sustained reduction in the production of new containers could adversely affect the company’s ability to expand its fleet and harm its financial condition[78] Regulatory and Compliance Risks - Increased scrutiny from regulators regarding freight rates during the COVID-19 pandemic may lead to penalties or increased regulation, impacting customer financial resources and container demand[41] - The U.S. government contracts impose compliance requirements and risks, including potential unilateral termination of contracts and audits[102] - The company may be unable to comply with the Economic Substance Act in Bermuda, which could result in fines and penalties impacting operations[126] Management and Governance - Retaining senior management and skilled personnel is critical for the company's success, with intense competition for qualified individuals in the industry[108][109] - The board of directors consists of a majority of independent directors, and all board committees are composed solely of independent directors[149] - The company has provisions in its bye-laws that may discourage a change of control, making it difficult for third parties to acquire the company without board consent[151] Container Fleet and Operations - Textainer Group Holdings Limited operates one of the world's largest fleets of intermodal containers, with approximately 2.7 million containers, representing 4.4 million TEU[158] - As of December 31, 2022, the company operated a total container fleet of 4,425,300 TEU, with 93.6% owned and 6.4% managed[177] - The lease portfolio as of December 31, 2022, consisted of 70.4% term leases, 27.4% finance leases, 1.4% master leases, and 0.8% spot leases[183] - The average remaining duration of term leases was 4 years as of December 31, 2022, with many customers expected to renew leases[185] Environmental and Compliance Costs - Environmental regulations may lead to increased costs for compliance and production, particularly concerning the use of certain refrigerants and materials[114][115] - Environmental regulations impact container production and operation, potentially increasing future repair and operating costs due to compliance requirements[217] Shareholder and Tax Considerations - The company repurchased a total of approximately $179 million worth of shares during 2022, 2021, and 2020, with 5,636,772 shares repurchased in 2022[136] - The company eliminated its common share dividend payment in Q4 2016, but reinstated dividends in Q4 2021, with future dividends dependent on operating results and cash requirements[135] - The company may face adverse tax consequences if classified as a passive foreign investment company (PFIC), affecting U.S. investors[119][120] - U.S. subsidiaries could be treated as personal holding companies, potentially leading to additional tax liabilities[123]

Financial Performance - Total lease rental income for 2022 increased by 8% to $810 million, compared to $750.7 million in 2021[10] - Net income attributable to common shareholders for the full year 2022 was $289.5 million, or $6.12 per diluted common share, up from $273.5 million, or $5.41 per diluted common share in 2021[8] - Adjusted EBITDA for the full year 2022 was $745.5 million, an increase from $697.9 million in 2021[8] - Total revenues for the year ended December 31, 2022, increased to $810,014 thousand, up 7.9% from $750,730 thousand in 2021[26] - Basic net income per share for the year ended December 31, 2022, was $6.23, up from $5.51 in 2021, reflecting a 13.1% increase[26] - Adjusted net income for Q4 2022 was $61,993, compared to $76,562 in Q4 2021, reflecting a decrease of approximately 19.1%[34] - Adjusted net income per diluted common share for Q4 2022 was $1.38, down from $1.64 in Q4 2021, representing a decline of about 15.9%[34] - Headline earnings for Q4 2022 were $61,854, compared to $77,259 in Q4 2021, showing a decline of around 19.8%[35] - Headline earnings per diluted common share for Q4 2022 was $1.38, down from $1.65 in Q4 2021, reflecting a decrease of about 16.4%[35] Cash Flow and Assets - Cash flows from operating activities for the year ended December 31, 2022, were $752,519 thousand, compared to $611,783 thousand in 2021, reflecting a 22.9% increase[27] - Total assets as of December 31, 2022, amounted to $7,613,234 thousand, an increase of 3.3% from $7,367,444 thousand in 2021[25] - The company reported a total shareholders' equity of $1,996,289 thousand as of December 31, 2022, compared to $1,781,254 thousand in 2021, indicating a growth of 12.1%[25] - The company’s cash, cash equivalents, and restricted cash at the end of 2022 were $267,409 thousand, down from $282,572 thousand at the end of 2021[27] Expenses and Liabilities - Interest expense for the year increased by $30 million due to a higher average debt balance and increased effective interest rates[16] - Total liabilities as of December 31, 2022, were $5,616,945 thousand, slightly up from $5,586,190 thousand in 2021[25] - The company’s total operating expenses for the year ended December 31, 2022, were $419,226 thousand, compared to $401,948 thousand in 2021, marking a 4.3% increase[26] - Total interest expense for the year ended December 31, 2022, was $157,249, up from $127,269 in 2021, indicating an increase of about 23.6%[34] Shareholder Returns and Capital Allocation - Share repurchases totaled 5.6 million shares in 2022, representing 11.5% of outstanding common shares at the beginning of the year[11] - The board approved a quarterly common dividend of $0.30 per share, a 20% increase from the previous quarter[8] - The company expects stabilizing performance in 2023 while continuing to prioritize capital allocation towards strengthening the balance sheet and returning capital to shareholders[11] Container and Fleet Management - The company added $786 million of new containers in 2022, assigned to long-term and finance leases[8] - Average fleet utilization for Q4 2022 was 99.0%, slightly down from 99.4% in Q3 2022[8] - The company purchased containers for $403,783 thousand in 2022, a significant decrease from $2,082,577 thousand in 2021[27] Non-GAAP Measures - The company has highlighted the importance of adjusted net income and adjusted EBITDA as useful measures for evaluating operational performance and funding growth[33] - Management emphasizes that non-GAAP measures have limitations and should not be relied upon in isolation from GAAP measures[33] Gains and Losses - Gain on sale of owned fleet containers, net for the full year increased by $9.7 million from 2021, totaling $76.9 million[13] - The company reported a net unrealized loss on financial instruments of $502 for the year ended December 31, 2022, compared to a gain of $(4,409) in 2021[34]

Financial Performance - Total revenues for Q3 2022 reached $205,152,000, a 4.7% increase from $195,830,000 in Q3 2021[14] - Net income attributable to common shareholders for Q3 2022 was $76,400,000, up 18.2% from $64,729,000 in Q3 2021[14] - The company reported a comprehensive income of $124,861,000 for Q3 2022, compared to $70,781,000 in Q3 2021, reflecting a significant increase of 76.3%[18] - Operating income for the nine months ended September 30, 2022, was $360,855,000, a 14.1% increase from $316,145,000 in the same period of 2021[14] - Net income for the nine months ended September 30, 2022, was $242,601, an increase of 17.5% compared to $206,434 in 2021[26] - Basic earnings per share (EPS) for Q3 2022 was $1.66, up from $1.31 in Q3 2021, indicating a growth of 27%[98] Assets and Liabilities - Total assets as of September 30, 2022, amounted to $7,797,035,000, an increase from $7,367,444,000 at the end of 2021[20] - The company reported a net investment in finance leases of $1,721,419,000 as of September 30, 2022, compared to $1,693,042,000 at the end of 2021[20] - Total debt obligations as of September 30, 2022, amounted to $5,693,447, up from $5,340,520 as of December 31, 2021, representing an increase of about 6.6%[72] - The fair value of net investment in finance leases was approximately $1,729,136 as of September 30, 2022, down from $1,810,712 as of December 31, 2021, a decrease of about 4.5%[61] Cash Flow - Net cash provided by operating activities increased to $537,651 for the nine months ended September 30, 2022, up from $383,617 in 2021, representing a growth of 40.4%[26] - Cash and cash equivalents as of September 30, 2022 amounted to $252,632, with cash provided by operating activities for the nine months being $724,306[139] - Net cash used in investing activities decreased by $842,168 to $(732,299) for the nine months ended September 30, 2022, compared to $(1,574,467) in 2021[152] Shareholder Activities - The company repurchased 4,093,505 shares at an average price of $32.68 during the nine months ended September 30, 2022, totaling $133.775 million[91] - The board of directors approved an increase to the share repurchase program by an additional $100 million in October 2022, raising the total authorization to $450 million[99] - The company paid $14,906 in cash dividends to preferred shareholders during the nine months ended September 30, 2022, with cumulative undeclared and unpaid preferred dividends of $854[143] Revenue Streams - Total lease rental income for the three months ended September 30, 2022 was $205,152 million, compared to $195,830 million for the same period in 2021, representing an increase of approximately 4.7%[58] - For the nine months ended September 30, 2022, total lease rental income was $607,102 million, up from $552,508 million in 2021, indicating a growth of about 9.9%[58] - Total lease rental income for the nine months ended September 30, 2022 increased by $54,594 (9.9%) compared to the same period in 2021, driven by a $37,396 increase from the growth of the fleet on finance leases[115] Expenses - Total operating expenses for the nine months ended September 30, 2022, were $311,842,000, compared to $299,367,000 in the same period of 2021, reflecting a 4.2% increase[14] - Interest expense for Q3 2022 was $41,242,000, compared to $33,128,000 in Q3 2021, indicating a 24.5% increase[14] - Direct container expense – owned fleet for the three months ended September 30, 2022 increased by $3,507 (67.3%) compared to the same period in 2021, primarily due to higher maintenance and handling expenses[120] Market Conditions - The company has experienced a reduction in container demand starting in the second half of 2022 after a historic production period in 2021[112] - The average lease rates for containers increased by 4.0% for the nine months ended September 30, 2022, compared to the same period in 2021, reflecting a favorable market environment[109] - The company remains well-positioned with a healthy balance sheet and a portfolio of secured long-term lease contracts despite ongoing market uncertainties[112] Investments and Impairments - The company recorded impairment charges of $1,935 for container leasing equipment due to lessees in default for the nine months ended September 30, 2022, compared to $2,793 in 2021, showing a decrease of 30.8%[36] - The company recorded container impairment charges of $783 for the nine months ended September 30, 2022, compared to reversals of $(279) in 2021, indicating a shift in asset valuation[38] Compliance and Risk Management - The Company was in full compliance with its debt covenants as of September 30, 2022[72] - Approximately 88% of the company's debt is either fixed or hedged using derivative instruments, mitigating the impact of changes in short-term interest rates[159]

Financial Performance - Total revenues for Q2 2022 reached $203,232,000, a 8.8% increase from $187,434,000 in Q2 2021[14] - Net income attributable to common shareholders for Q2 2022 was $78,590,000, up 6.1% from $73,795,000 in Q2 2021[14] - Basic earnings per share increased to $1.66 in Q2 2022 from $1.48 in Q2 2021, representing an increase of 12.2%[14] - Comprehensive income attributable to common shareholders for Q2 2022 was $108,779,000, compared to $70,482,000 in Q2 2021, an increase of 54.3%[17] - Net income for the six months ended June 30, 2022, was $161,233,000, compared to $138,091,000 for the same period in 2021, representing an increase of approximately 16.5%[26] - The company reported a total operating income of $122,847,000 for Q2 2022, up from $110,007,000 in Q2 2021, an increase of 11.5%[14] - The Company reported a segment income before income taxes of $164,919,000 for the first half of 2022, compared to $139,040,000 for the first half of 2021, reflecting an 18.6% increase[80] Assets and Liabilities - Total assets as of June 30, 2022, were $7,895,527,000, compared to $7,367,444,000 at the end of 2021, reflecting a growth of 7.1%[20] - Total liabilities increased to $5,968,725,000 as of June 30, 2022, from $5,586,190,000 at the end of 2021, marking a rise of 6.8%[20] - Cash and cash equivalents increased to $220,413,000 as of June 30, 2022, from $206,210,000 at the end of 2021, a growth of 6.0%[20] - Cash, cash equivalents, and restricted cash at the end of the period were $312,140,000, down from $400,978,000 at the end of June 2021[26] - The Company's total debt obligations as of June 30, 2022, amounted to $5,707.06 million, an increase from $5,340.52 million as of December 31, 2021[72] Cash Flow and Investments - Total cash provided by operating activities for the first half of 2022 was $384,229,000, up from $274,014,000 in 2021, indicating a growth of about 40%[26] - The company reported a net cash used in investing activities of $603,944,000 for the first half of 2022, a decrease from $891,397,000 in 2021[26] - The company experienced a gain on the sale of owned fleet containers, netting $39,126,000 for the first half of 2022, compared to a loss of $31,194,000 in 2021[26] - The company repurchased 2,375,508 shares at an average price of $34.35 for a total of $81.6 million during the first half of 2022[90] - The company paid dividends of $23,858,000 on common shares and $9,938,000 on preferred shares during the first half of 2022[26] Operational Metrics - The company’s total lease rental income for the first half of 2022 was $401,950,000, a 12.7% increase from $356,678,000 in the first half of 2021[14] - Average lease rates for containers on operating leases increased by 4.8% for the six months ended June 30, 2022, compared to the same period in 2021[111] - The total fleet size as of June 30, 2022, was approximately 4.5 million TEU, an increase from 4.3 million TEU as of December 31, 2021[111] - Average fleet utilization was 99.6% for both the three and six months ended June 30, 2022[112] - The company managed containers on behalf of 10 unaffiliated container investors, accounting for approximately 7% of the fleet in TEUs as of June 30, 2022[111] Market Conditions and Risks - The ongoing Russia-Ukraine war and COVID-19 pandemic have created uncertainty in the market, but the company remains optimistic about its outlook for the rest of the year[114] - Container prices for 20' dry containers are currently in the range of $2,700, which remains high historically[111] - The company estimated that a 1% increase in interest rates on unhedged debt would result in an increase of $7,231 in interest expense over the next twelve months[163] Shareholder Returns and Capital Management - The board of directors approved a share repurchase program increase to $350 million, allowing for further buybacks through January 1, 2025[100] - The company had container purchase commitments totaling $36.9 million as of June 30, 2022[86] - The company has provided an average of approximately 420,000 TEU of new containers per year over the past five years[109] Tax and Compliance - The effective income tax rates for the three months ended June 30, 2022, and 2021 were 2.4% and -0.2%, respectively, indicating a significant increase in the tax burden[71] - The Company was in full compliance with its debt agreements' restrictive covenants as of June 30, 2022[72]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 | Title of each class | Trading Symbols | Name of each exchange on which registered | | --- | --- | --- | | Common Shares, $0.01 par value | TGH | New York Stock Exchange | | 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable | TGH PRA | New York Stock Exchange | | Perpetual Preference Shares, $0.01 par value | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Commission File Number 001-33725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Textainer Group Holdings Limited (Translation of Registrant's name into English) Century House 16 Par-La-Ville Road Hamilton HM 08 Bermuda (441) 296-2500 (Address of principal executive office) Securities registered or to be registered pur ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _____________________ For the transition period from _______ to _______ Commission file number 001-33725 ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...