On September 19, 2018, CAL Funding III Limited (“CAL Funding III”), a wholly-owned indirect subsidiary of CAI International, Inc. (the
“Company”), issued $331,500,000 aggregate principal amount of 4.34% Series 2018-2 Fixed Rate Asset-Backed Notes, Class A and $12,000,000 aggregate principal amount of 5.22% Series 2018-2 Fixed Rate Asset-Backed Notes, Class B (collectively, the
“Notes”), pursuant to a Note Purchase Agreement among CAL Funding III, Container Applications Limited, the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities LLC, MUFG Securities Americas Inc., BBVA
Securities Inc. and Fifth Third Securities, Inc. The net proceeds of the Notes will be used for general corporate purposes, including repayment of debt by the Company and offering costs.
The terms of the Notes are governed by the Indenture, dated July 6, 2017 (the “Indenture”), between CAL Funding III and Wells Fargo
Bank, National Association, as indenture trustee (the “Trustee”), as supplemented by the Series 2018-2 Supplement to the Indenture, dated September 19, 2018 (the “Supplement”). Principal and interest on the Notes is payable monthly commencing
on October 25, 2018, with a scheduled maturity date of September 25, 2028 and a legal final maturity date of September 25, 2043, subject to mandatory prepayments and acceleration under certain circumstances. The Notes are secured by a first
priority security interest on all of the assets of CAL Funding III.
The transaction documents contain customary affirmative and negative covenants, representations and
warranties, indemnification provisions and events of default, which are subject to certain conditions and exceptions.
The Notes were offered within the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), to persons outside of the United States in compliance with Regulation S under the Securities Act, and to other institutional accredited investors as defined in Rule 501 of Regulation D under the
Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction.
The foregoing description of the Notes, the Supplement and the other documents related to this transaction does not purport to be
complete and is subject to, and is qualified in its entirety by reference to, the full text of these documents which are attached hereto as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.