The Underwriting Agreement contains customary representations, warranties and covenants, including an agreement by the Company to indemnify the Underwriters against certain liabilities arising out of or in connection with the sale of common shares in the offering.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit1.1 to this Current Report on Form8-K and incorporated herein by reference.

The offering and sale of the common shares was made pursuant to a prospectus supplement dated September7, 2017 to the prospectus dated September5, 2017 that was filed as part of the Companys registration stateme nt on FormS-3 (File No.333-220340) under the Securities Act of 1933, as amended, which became effective on September5, 2017. In connection with the offering, a copy of the legal opinion as to the validity of the common shares being sold in the offering is filed as Exhibit5.1 to this Current Report on Form8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description of Exhibit

1.1

Underwriting Agreement dated September 7, 2017, by and between Triton International Limited and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed in Schedule A thereto.

5.1

Opinion ofAppleby (Bermuda) Limited regarding the validity of the common shares.

23.1

Consent ofAppleby (Bermuda) Limited (included in Exhibit5.1).

2

SIGNATURE

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 thereunto duly authorized.

TRITON INTERNATIONAL LIMITED

Dated: September 12, 2017

By:

/s/ Andrew Greenberg

Name:

Andrew Greenberg

Title:

Senior Vice President

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