UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended February 28, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ______ to ______

Commission File No. 1-13146

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	93-0816972
(State of Incorporation)	(I.R.S. Employer Identification No.)
One Centerpointe Drive, Suite 200, Lake Oswego, OR	97035
(Address of principal executive offices)	(Zip Code)

(503) 684-7000

(Registrant’s telephone number, including area code)

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 without par value	GBX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of the registrant’s common stock, without par value, outstanding on April 1, 2026 was 30,938,594 shares.

FORM 10-Q

Table of Contents

		Page
	Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Income	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II.	OTHER INFORMATION	45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in this report, concerning our plans, objectives, goals, strategies, future events, future performance, financing needs, backlog, capital expenditures, plans or intentions relating to business trends and other information referred to under "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. We use words such as “affect,” “anticipate,” “assume,” “backlog,” “be,” “believe,” “can,” “contingent,” “conclude,” “continue,” “could,” “due to,” “estimate,” “expect,” “forecast,” “future,” “impact,” “intend,” “likely,” “may,” “opinion,” “optimize,” “plan,” “potential,” “schedule,” “target,” “trend,” “realize,” “result,” “seek,” “strategy,” “will,” “would,” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance.

Forward-looking statements are based on our current expectations and beliefs and on currently available operating, financial and market information and are subject to various risks and uncertainties, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations and beliefs are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations or beliefs will result or be achieved and actual future results and trends may differ materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and important factors include but are not limited to those described in more detail in Part I Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K which are incorporated herein by reference. You should evaluate all forward-looking statements made in this report in the context of these risks, uncertainties and factors. You are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

Condensed Consolidated Statements of Income

(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)

	Three months ended<br>February 28,						Six months ended<br>February 28,
	2026			2025			2026			2025
Revenue
Manufacturing	$	541.5		$	712.9		$	1,198.5		$	1,543.8
Leasing & Fleet Management		46.0			49.2			95.1			94.2
		587.5			762.1			1,293.6			1,638.0
Cost of revenue
Manufacturing		500.4			606.2			1,085.3			1,291.6
Leasing & Fleet Management		17.6			17.3			35.5			34.2
		518.0			623.5			1,120.8			1,325.8
Margin		69.5			138.6			172.8			312.2
Selling and administrative expense		57.4			64.6			117.3			126.6
Net gain on disposition of equipment		(13.0	)		(9.6	)		(30.7	)		(9.8	)
Earnings from operations		25.1			83.6			86.2			195.4
Interest and foreign exchange		13.7			21.7			29.2			45.1
Earnings before income tax and earnings from<br>   unconsolidated affiliates		11.4			61.9			57.0			150.3
Income tax expense		(1.7	)		(20.0	)		(14.0	)		(53.4	)
Earnings before earnings from unconsolidated affiliates		9.7			41.9			43.0			96.9
Earnings from unconsolidated affiliates		4.2			4.3			8.2			8.4
Net earnings		13.9			46.2			51.2			105.3
Net loss attributable to noncontrolling interest		1.1			5.7			0.2			1.9
Net earnings attributable to Greenbrier	$	15.0		$	51.9		$	51.4		$	107.2
Basic earnings per common share	$	0.48		$	1.66		$	1.66		$	3.42
Diluted earnings per common share	$	0.47		$	1.56		$	1.62		$	3.28
Weighted average common shares
Basic		30,917			31,376			30,935			31,311
Diluted		31,733			33,228			31,799			32,745

The accompanying notes are an integral part of these financial statements

Condensed Consolidated Statements of Comprehensive Income

(In millions, unaudited)

	Three months ended<br>February 28,						Six months ended<br>February 28,
	2026			2025			2026			2025
Net earnings	$	13.9		$	46.2		$	51.2		$	105.3
Other comprehensive income (loss)
Translation adjustment		8.5			0.1			9.5			(11.2	)
Reclassification of derivative financial instruments recognized in net earnings 1		(3.2	)		(3.4	)		(5.7	)		(6.9	)
Unrealized gain on derivative financial instruments 2		7.3			3.7			10.2			10.9
Other (net of tax effect)		(0.4	)		0.4			(0.5	)		0.4
		12.2			0.8			13.5			(6.8	)
Comprehensive income		26.1			47.0			64.7			98.5
Comprehensive loss attributable to noncontrolling<br>   interest		1.1			5.7			0.2			1.9
Comprehensive income attributable to Greenbrier	$	27.2		$	52.7		$	64.9		$	100.4

1 Net of tax effect of $1.0 million and $0.8 million for the three months ended February 28, 2026 and 2025, respectively, and $1.5 million and $1.7 million for the six months ended February 28, 2026 and 2025, respectively.

2 Net of tax effect of $(2.1) million and $(2.0) million for the three months ended February 28, 2026 and 2025, respectively, and $(2.9) million and $(4.0) million for the six months ended February 28, 2026 and 2025, respectively.

The accompanying notes are an integral part of these financial statements

Condensed Consolidated Statements of Equity

(In millions, except per share amounts, unaudited)

		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance November 30, 2025	30.9	$	346.9		$	1,225.2		$	(29.9	)	$	1,542.2		$	158.8		$	1,701.0		$	34.5
Net earnings	—		—			15.0			—			15.0			0.4			15.4			(1.5	)
Other comprehensive income, net	—		—			—			12.2			12.2			—			12.2			—
Noncontrolling interest adjustments	—		—			—			—			—			(2.5	)		(2.5	)		—
Joint venture partner distribution   declared	—		—			—			—			—			(1.2	)		(1.2	)		—
Restricted stock awards (net of   cancellations)	—		1.3			—			—			1.3			—			1.3			—
Unamortized restricted stock	—		(1.4	)		—			—			(1.4	)		—			(1.4	)		—
Stock based compensation expense	—		5.9			—			—			5.9			—			5.9			—
Repurchase of stock	—		(0.4	)		—			—			(0.4	)		—			(0.4	)		—
Cash dividends (0.32 per share)	—		—			(10.2	)		—			(10.2	)		—			(10.2	)		—
Balance February 28, 2026	30.9	$	352.3		$	1,230.0		$	(17.7	)	$	1,564.6		$	155.5		$	1,720.1		$	33.0

All values are in US Dollars.

			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance August 31, 2025	30.9		$	364.7		$	1,199.0		$	(31.2	)	$	1,532.5		$	165.2		$	1,697.7		$	35.8
Net earnings	—			—			51.4			—			51.4			2.6			54.0			(2.8	)
Other comprehensive income, net	—			—			—			13.5			13.5			—			13.5			—
Noncontrolling interest adjustments	—			—			—			—			—			(4.4	)		(4.4	)		—
Joint venture partner distribution declared	—			—			—			—			—			(7.9	)		(7.9	)		—
Restricted stock awards (net of cancellations)	0.3			9.3			—			—			9.3			—			9.3			—
Unamortized restricted stock	—			(17.8	)		—			—			(17.8	)		—			(17.8	)		—
Stock based compensation expense	—			9.4			—			—			9.4			—			9.4			—
Repurchase of stock	(0.3	)		(13.3	)		—			—			(13.3	)		—			(13.3	)		—
Cash dividends (0.64 per share)	—			—			(20.4	)		—			(20.4	)		—			(20.4	)		—
Balance February 28, 2026	30.9		$	352.3		$	1,230.0		$	(17.7	)	$	1,564.6		$	155.5		$	1,720.1		$	33.0

All values are in US Dollars.

		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance November 30, 2024	31.4	$	373.8		$	1,080.5		$	(41.6	)	$	1,412.7		$	162.3		$	1,575.0		$	43.1
Net earnings	—		—			51.9			—			51.9			(3.8	)		48.1			(1.9	)
Other comprehensive income, net	—		—			—			0.8			0.8			—			0.8			—
Noncontrolling interest adjustments	—		—			—			—			—			3.5			3.5			—
Joint venture partner distribution   declared	—		—			—			—			—			(1.7	)		(1.7	)		—
Restricted stock awards (net of   cancellations)	—		1.3			—			—			1.3			—			1.3			—
Unamortized restricted stock	—		(1.3	)		—			—			(1.3	)		—			(1.3	)		—
Stock based compensation expense	—		4.5			—			—			4.5			—			4.5			—
Cash dividends (0.30 per share)	—		—			(9.7	)		—			(9.7	)		—			(9.7	)		—
Balance February 28, 2025	31.4	$	378.3		$	1,122.7		$	(40.8	)	$	1,460.2		$	160.3		$	1,620.5		$	41.2

All values are in US Dollars.

		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance August 31, 2024	31.1	$	375.1		$	1,035.0		$	(34.0	)	$	1,376.1		$	160.5		$	1,536.6		$	41.7
Net earnings	—		—			107.2			—			107.2			(1.4	)		105.8			(0.5	)
Other comprehensive loss, net	—		—			—			(6.8	)		(6.8	)		—			(6.8	)		—
Noncontrolling interest adjustments	—		—			—			—			—			7.9			7.9			—
Joint venture partner distribution declared	—		—			—			—			—			(6.7	)		(6.7	)		—
Restricted stock awards (net of cancellations)	0.3		12.6			—			—			12.6			—			12.6			—
Unamortized restricted stock	—		(18.1	)		—			—			(18.1	)		—			(18.1	)		—
Stock based compensation expense	—		8.7			—			—			8.7			—			8.7			—
Cash dividends (0.60 per share)	—		—			(19.5	)		—			(19.5	)		—			(19.5	)		—
Balance February 28, 2025	31.4	$	378.3		$	1,122.7		$	(40.8	)	$	1,460.2		$	160.3		$	1,620.5		$	41.2

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements

Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)

	Six months ended<br>February 28,
	2026			2025
Cash flows from operating activities
Net earnings	$	51.2		$	105.3
Adjustments to reconcile net earnings to net cash provided by operating activities:
Deferred income taxes		6.4			13.4
Depreciation and amortization		64.0			59.6
Net gain on disposition of equipment		(30.7	)		(9.8	)
Stock based compensation expense		9.4			8.7
Earnings from unconsolidated affiliates		(8.2	)		(8.4	)
Noncontrolling interest adjustments		(4.4	)		7.9
Other		(4.3	)		1.6
Decrease (increase) in assets:
Accounts receivable, net		53.0			(17.7	)
Income tax receivable		32.6			13.7
Inventories		42.1			49.0
Leased railcars for syndication		49.9			(146.4	)
Other assets		16.0			8.5
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(66.2	)		(34.8	)
Deferred revenue		24.1			(22.1	)
Net cash provided by operating activities		234.9			28.5
Cash flows from investing activities
Proceeds from sales of assets		122.2			55.6
Capital expenditures		(87.6	)		(126.4	)
Other		(3.5	)		5.8
Net cash provided by (used in) investing activities		31.1			(65.0	)
Cash flows from financing activities
Net change in debt with maturities of 90 days or less		(5.0	)		11.9
Proceeds from debt with maturities longer than 90 days		435.6			46.2
Repayments of debt with maturities longer than 90 days		(416.2	)		(56.8	)
Debt issuance costs		(5.4	)		(1.0	)
Repurchase of stock		(13.3	)		—
Dividends		(21.5	)		(19.8	)
Cash distribution to joint venture partner		(7.9	)		(6.7	)
Tax payments for net share settlement of restricted stock		(8.5	)		(5.5	)
Net cash used in financing activities		(42.2	)		(31.7	)
Effect of exchange rate changes		12.8			1.5
Increase (decrease) in Cash and cash equivalents and Restricted cash		236.6			(66.7	)
Cash and cash equivalents and Restricted cash
Beginning of period		326.4			368.6
End of period	$	563.0		$	301.9
Balance sheet reconciliation
Cash and cash equivalents	$	521.8		$	263.5
Restricted cash		41.2			38.4
Total Cash and cash equivalents and Restricted cash as presented above	$	563.0		$	301.9
Cash paid during the period for
Interest	$	39.3		$	36.8
Income taxes (received) paid, net	$	(20.3	)	$	15.8
Non-cash activity
Transfers from Leased railcars for syndication and Inventories to Equipment on operating leases, net	$	27.6		$	42.5
Capital expenditures accrued in Accounts payable and accrued liabilities	$	4.7		$	5.4
Change in Accounts payable and accrued liabilities associated with dividends declared	$	1.1		$	0.3

The accompanying notes are an integral part of these financial statements

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and its subsidiaries as of February 28, 2026 and for the three and six months ended February 28, 2026 and February 28, 2025 have been prepared to reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. References in this Quarterly Report on Form 10-Q to the “Company,” “Greenbrier,” “we,” “us” and “our” refer to The Greenbrier Companies, Inc. and, where appropriate, its subsidiaries. All references to years refer to the fiscal years ended August 31st unless otherwise noted. The results of operations for the three and six months ended February 28, 2026 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2026.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2025.

Effective September 1, 2025, the Company changed its measurement basis for allocating revenue and expenses associated with syndication activity between the Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to the Company’s chief operating decision maker (CODM) to assess performance and allocate resources and had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 11 – Segment Information to the Condensed Consolidated Financial Statements for additional information on the Company’s reportable segments.

Management Estimates – The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Share Repurchase Program – The Board of Directors has authorized the Company to repurchase in aggregate up to $100.0 million of the Company’s common stock. The program may be modified, suspended, or discontinued at any time without prior notice and currently has an expiration date of January 31, 2027. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors.

During the three and six months ended February 28, 2026, the Company repurchased a total of 10 thousand and 313 thousand shares for $0.4 million and $13.3 million, respectively, which were repurchased under the current authorization of the share repurchase plan. There were no share repurchases during the three and six months ended February 28, 2025. As of February 28, 2026, the amount remaining for repurchase under the share repurchase program was $64.5 million.

Reclassifications - Certain immaterial reclassifications have been made to the accompanying prior year Condensed Consolidated Financial Statements to conform to the current year presentation.

Recent Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal

years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statement disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of incremental income statement expense information on an annual and interim basis, primarily through enhanced disclosures of specified expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statement disclosures.

Note 2 – Revenue Recognition

The following table presents the Company's revenue disaggregated by category:

	Three months ended<br>February 28,				Six months ended<br>February 28,
(in millions)	2026		2025		2026		2025
Manufacturing:
Railcar sales	$	456.6	$	622.9	$	1,023.2	$	1,350.9
Railcar maintenance		84.9		90.0		175.3		192.9
		541.5		712.9		1,198.5		1,543.8
Leasing & Fleet Management		46.0		49.2		95.1		94.2
	$	587.5	$	762.1	$	1,293.6	$	1,638.0

Contract balances

Contract assets primarily consist of work completed for railcar maintenance but not billed at the reporting date. Contract liabilities primarily consist of customer prepayments for new railcars and other management-type services, for which the Company has not yet satisfied the related performance obligations.

The contract balances are as follows:

(in millions)	Balance sheet classification	February 28, <br>2026		August 31,<br>2025		Change
Contract assets	Accounts receivable, net	$	4.5	$	5.9		)
Contract assets	Inventories	$	8.9	$	9.4		)
Contract liabilities (1)	Deferred revenue	$	30.1	$	40.1		)

All values are in US Dollars.

(1) Contract liabilities balance includes deferred revenue within the scope of Revenue from Contracts with Customers (Topic 606).

For the three and six months ended February 28, 2026, the Company recognized $4.0 million and $24.2 million, respectively, of revenue that was included in Contract liabilities as of August 31, 2025.

Performance obligations

The Company has entered into contracts with customers for which revenue has not yet been recognized as of February 28, 2026. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

(in millions)	February 28, <br>2026
Manufacturing:
Railcar sales	$	1,201.2
Railcar maintenance	$	43.5
Leasing & Fleet Management:
Fleet management	$	144.2

Based on current production and delivery schedules and existing contracts, approximately $556.0 million of Railcar sales performance obligations are expected to be recognized through

2026

while the remaining amount is expected to be recognized in 2027 and beyond. Approximately $41.8 million of Railcar maintenance performance obligations are expected to be recognized in

2026

while the remaining amount is expected to be recognized in 2027. Fleet management performance obligations include management and maintenance service contracts of which approximately $90.4 million is expected to be recognized through

2030

and the remaining amount is expected to be recognized through 2037.

Note 3 – Inventories

The following table summarizes the Company’s Inventories balances:

(in millions)	February 28, <br>2026			August 31,<br>2025
Manufacturing supplies and raw materials	$	400.1		$	439.4
Work-in-process		127.1			158.9
Finished goods		102.4			97.7
Excess and obsolete adjustment		(8.5	)		(7.7	)
	$	621.1		$	688.3

Note 4 – Intangibles and Other Assets, net

The following table summarizes the Company’s identifiable Intangibles and other assets, net balances:

(in millions)	February 28, <br>2026			August 31,<br>2025
Intangible assets subject to amortization:
Customer relationships	$	87.5		$	87.5
Accumulated amortization		(76.2	)		(74.8	)
Other intangible assets		42.5			42.3
Accumulated amortization		(32.0	)		(30.1	)
		21.8			24.9
Intangible assets not subject to amortization		2.3			2.3
Prepaid and other assets		40.9			44.3
Operating lease right-of-use assets		78.1			84.2
Nonqualified savings plan investments		70.1			59.4
Debt issuance costs, net		6.1			7.2
Deferred tax assets		30.0			41.9
	$	249.3		$	264.2

Note 5 – Accounts Payable and Accrued Liabilities

The following table summarizes the Company’s Accounts payable and accrued liabilities balances:

(in millions)	February 28, <br>2026		August 31,<br>2025
Trade payables	$	230.5	$	264.0
Accrued payroll and related liabilities		158.3		169.0
Other accrued liabilities		94.4		113.9
Operating lease liabilities		78.2		84.9
Accrued warranty		19.1		19.9
	$	580.5	$	651.7

Note 6 – Accrued Warranty

The following table summarizes the Company’s Accrued warranty activity:

	Three months ended<br>February 28,						Six months ended<br>February 28,
(in millions)	2026			2025			2026			2025
Balance at beginning of period	$	19.8		$	23.8		$	19.9		$	23.8
Charged to cost of revenue, net		1.3			2.0			4.3			3.8
Payments		(2.1	)		(1.8	)		(5.1	)		(3.3	)
Currency translation effect		0.1			—			—			(0.3	)
Balance at end of period	$	19.1		$	24.0		$	19.1		$	24.0

Note 7 – Debt, net

Recourse debt is debt where the lender may pursue repayment beyond the value of any pledged collateral and is generally secured by general assets of the Company. Non-recourse debt is debt where the lender’s ability to pursue repayment from the Company is limited to the value of the specific assets collateralized by the debt.

The following table summarizes the Company’s recourse and non-recourse debt balances:

(In millions)	February 28, <br>2026			August 31,<br>2025
Corporate and other — Recourse:
Revolving credit facilities
North America	$	—		$	5.0
Europe		100.7			77.6
Mexico		5.0			70.0
		105.7			152.6
Corporate senior term debt		243.8			250.0
2.875% Convertible senior notes, due 2028		373.8			373.8
Other notes payable		2.7			1.4
		726.0			777.8
Debt discount and issuance costs		(5.5	)		(6.6	)
Debt, net — Recourse		720.5			771.2
Lease fleet and other – Non-recourse:
Leasing warehouse credit facility		—			222.3
Leasing senior term debt		302.1			308.2
Leasing GBXL I asset-backed term notes		748.5			456.2
European debt		3.5			—
		1,054.1			986.7
Debt discount and issuance costs		(11.9	)		(7.0	)
Debt, net — Non-recourse		1,042.2			979.7
Total Debt, net	$	1,762.7		$	1,750.9

Corporate and other – Recourse

North American revolving credit facility

As of February 28, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for the Company’s U.S. and Mexican operations. The North American credit facility is secured by substantially all the Company's U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility, or the railcar asset-backed securities. The North American credit facility had $373.7 million available for borrowing as of February 28, 2026. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total

debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American credit facility included letters of credit which totaled $30.2 million and $5.4 million as of February 28, 2026 and August 31, 2025, respectively. Advances under the North American credit facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing. The North America credit facility matures in May 2030.

European revolving credit facilities

As of February 28, 2026, lines of credit totaling $135.8 million, secured by certain of the Company’s European assets, were available for working capital needs of the Company’s European manufacturing operations. The European credit facilities had $35.1 million available for borrowing as of February 28, 2026. The European lines of credit include $60.3 million which is guaranteed by the Company. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.30% and Euro Interbank Offered Rate (EURIBOR) plus 1.00% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from June 2026 through November 2027.

Mexican revolving credit facilities

As of February 28, 2026, the Company’s Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which the Company and its joint venture partner have each guaranteed 50%. The Mexican credit facilities had $151.0 million available for borrowing as of February 28, 2026. Advances under these facilities bear interest at variable rates that range from SOFR plus 1.96% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from June 2026 through March 2027.

Lease fleet and other – Non-recourse

Leasing warehouse credit facility

As of February 28, 2026, a $450.0 million non-recourse warehouse credit facility existed to support the operations of the Company's leasing business in North America. Advances under this facility are secured by a pool of leased railcars and bear interest at SOFR plus 1.70%. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.

Leasing GBXL I asset-backed term notes

GBX Leasing 2022-1 LLC (GBXL I) was formed as a wholly owned special purpose entity of GBX Leasing to securitize the leasing assets of GBX Leasing. On February 4, 2026, GBXL I (Issuer) issued $300.0 million of term notes secured by a portfolio of railcars and associated operating leases and other assets, acquired and owned by GBXL I (the 2026 GBXL Notes). Issued debt of GBXL I as of February 28, 2026 also includes the GBXL I Series 2022-1 Notes and the GBXL I Series 2023-1 Notes, as described in Note 11 of our 2025 Annual Report on Form 10-K, and the 2026 GBXL Notes, collectively the GBXL Notes. GBX Leasing used a portion of the net proceeds received from the issuance of the term notes to pay down the Leasing warehouse credit facility.

The 2026 GBXL Notes include $280.4 million of GBXL I Series 2026-1 Class A Secured Railcar Equipment Notes (2026 Class A Notes) and $19.6 million of GBXL I Series 2026-1 Class B Secured Railcar Equipment Notes (2026 Class B Notes). The 2026 GBXL Notes bear interest at fixed rates of 5.13% and 5.30% for the 2026 Class A Notes and 2026 Class B Notes, respectively. The 2026 GBXL Notes are payable monthly, with a contractual maturity date of February 22, 2056 and an anticipated repayment date of February 21, 2033. While the contractual maturity date is in

2056

, the cash flows generated from the railcar assets will pay down the 2026 GBXL Notes in line with the agreement, which based on expected cash flow payments, would result in repayment in advance of the contractual maturity date. If the principal amount of the 2026 GBXL Notes has not been repaid in full by the anticipated repayment date, then the Issuer will also be required to pay additional interest to the holders at a rate equal to 4.00% per annum. The GBXL Notes are obligations of the Issuer only and are non-recourse to Greenbrier. The GBXL Notes are subject to a Master Indenture between the Issuer and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Series 2022-1 Supplement dated February 9, 2022, the Series 2023-1 Supplement dated November 20, 2023, and the Series 2026-1 Supplement dated February 4, 2026. The GBXL Notes may be subject to acceleration upon the occurrence of certain events of default.

The following table summarizes the Issuer's net carrying amount of the debt and related assets.

(in millions)	February 28, <br>2026		August 31,<br>2025
Assets
Restricted cash	$	28.5	$	7.6
Equipment on operating leases, net	$	935.0	$	609.7
Liabilities
Notes payable, net	$	738.9	$	449.6

European debt

In January 2026, the Company entered into a loan agreement with a commitment of up to $50.9 million to support the Company's European operations. The European debt is secured by a pool of leased railcars and is non-recourse to Greenbrier. The European debt bears interest at a rate of EURIBOR plus 3.50% and matures in January 2031.

Note 8 – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss (AOCL), net of tax effect as appropriate, consisted of the following:

(in millions)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			AOCL
Balance, November 30, 2025	$	9.4		$	(36.4	)	$	(2.9	)	$	(29.9	)
Other comprehensive income (loss) before reclassifications		7.3			8.5			(0.4	)		15.4
Amounts reclassified from AOCL		(3.2	)		—			—			(3.2	)
Balance, February 28, 2026	$	13.5		$	(27.9	)	$	(3.3	)	$	(17.7	)
(in millions)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			AOCL
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, August 31, 2025	$	9.0		$	(37.4	)	$	(2.8	)	$	(31.2	)
Other comprehensive income (loss) before reclassifications		10.2			9.5			(0.5	)		19.2
Amounts reclassified from AOCL		(5.7	)		—			—			(5.7	)
Balance, February 28, 2026	$	13.5		$	(27.9	)	$	(3.3	)	$	(17.7	)
(in millions)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			AOCL
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, November 30, 2024	$	18.9		$	(58.3	)	$	(2.2	)	$	(41.6	)
Other comprehensive income (loss) before reclassifications		3.7			0.1			0.4			4.2
Amounts reclassified from AOCL		(3.4	)		—			—			(3.4	)
Balance, February 28, 2025	$	19.2		$	(58.2	)	$	(1.8	)	$	(40.8	)
(in millions)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			AOCL
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, August 31, 2024	$	15.2		$	(47.0	)	$	(2.2	)	$	(34.0	)
Other comprehensive income (loss) before reclassifications		10.9			(11.2	)		0.4			0.1
Amounts reclassified from AOCL		(6.9	)		—			—			(6.9	)
Balance, February 28, 2025	$	19.2		$	(58.2	)	$	(1.8	)	$	(40.8	)

Note 9 – Earnings Per Share

The shares used in the computation of basic and diluted earnings per common share are reconciled as follows:

	Three months ended<br>February 28,				Six months ended<br>February 28,
(In thousands)	2026		2025		2026		2025
Weighted average basic common shares outstanding		30,917		31,376		30,935		31,311
Dilutive effect of 2.875% convertible notes due 2028 (1)		—		893		—		488
Dilutive effect of restricted stock units (2)		816		959		864		946
Weighted average diluted common shares outstanding		31,733		33,228		31,799		32,745

(1) The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three and six months ended February 28, 2026 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. As these notes require cash settlement for the principal, only a premium is potentially dilutive under the "if converted" method as further discussed below.

(2) Restricted stock units and restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Basic earnings per common share (EPS) is computed by dividing Net earnings attributable to Greenbrier by weighted average basic common shares outstanding.

Diluted EPS is calculated using the more dilutive of two methods. The first method includes the dilutive effect, using the treasury stock method, associated with restricted stock units and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. The second method supplements the first by also including the “if converted” effect of the shares underlying the 2.875% Convertible notes due 2028, when there is a conversion premium.

	Three months ended<br>February 28,				Six months ended<br>February 28,
(in millions, except number of shares which are reflected in thousands, and per share amounts)	2026		2025		2026		2025
Net earnings attributable to Greenbrier	$	15.0	$	51.9	$	51.4	$	107.2
Weighted average basic common shares outstanding		30,917		31,376		30,935		31,311
Basic earnings per share	$	0.48	$	1.66	$	1.66	$	3.42
Net earnings attributable to Greenbrier	$	15.0	$	51.9	$	51.4	$	107.2
Weighted average diluted common shares outstanding		31,733		33,228		31,799		32,745
Diluted earnings per share	$	0.47	$	1.56	$	1.62	$	3.28

Note 10 – Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain current and probable future debt. The

Company’s foreign exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses is recorded in AOCL.

At February 28, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase of U.S. Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars, aggregated to $288.3 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets as Accounts payable and accrued liabilities when in a loss position, or as Accounts receivable, net when in a gain position. As the contracts mature at various dates through March 2027, any such gain or loss remaining will be recognized in Manufacturing Revenue or Cost of revenue along with the related transactions. In the event that the underlying transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in AOCL would be reclassified to the results of operations in Interest and foreign exchange at the time of occurrence. At February 28, 2026 exchange rates, approximately $7.6 million would be reclassified to Manufacturing Revenue and Cost of revenue in the next year.

At February 28, 2026, interest rate swap agreements maturing from August 2027 through January 2032 had notional amounts that aggregated to $473.8 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets in Accounts payable and accrued liabilities when in a loss position, or in Accounts receivable, net when in a gain position. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from AOCL and charged or credited to interest expense. At February 28, 2026 interest rates, approximately $4.3 million would be reclassified to Interest and foreign exchange in the next year.

Fair Values of Derivative Instruments

(in millions)

	Asset Derivatives					Liability Derivatives
		February 28, <br>2026		August 31,<br>2025			February 28, <br>2026		August 31,<br>2025
	Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts	Accounts receivable, net	$	10.0	$	5.4	Accounts payable and accrued liabilities	$	0.1	$	2.9
Interest rate swap contracts	Accounts receivable, net		10.3		13.6	Accounts payable and accrued liabilities		0.5		0.7
		$	20.3	$	19.0		$	0.6	$	3.6
Derivatives not designated as hedging instruments
Foreign exchange contracts	Accounts receivable, net	$	0.1	$	—	Accounts payable and accrued liabilities	$	—	$	—

The Effect of Derivative Instruments on the Statements of Income

(in millions)

Three months ended February 28, 2026 and 2025

Derivatives in cash flow hedging relationships	Gain (loss) recognized in AOCL on derivatives three months ended<br>February 28,				Location of gain (loss) reclassified from AOCL into income	Gain (loss) reclassified from AOCL into income three months ended<br>February 28,
	2026		2025			2026		2025
Foreign exchange contracts	$	0.4	$	4.4	Revenue	$	0.5	$	1.1
Foreign exchange contracts		6.2		0.2	Cost of revenue		1.8		—
Interest rate swap contracts		2.8		1.1	Interest and foreign exchange		1.9		3.1
	$	9.4	$	5.7		$	4.2	$	4.2
Derivatives not designated as hedging instruments	Location of gain (loss) recognized in income on derivatives	Gain (loss) recognized in income on derivatives three months ended<br>February 28,
---	---	---	---	---	---	---	---
		2026			2025
Foreign exchange contracts	Interest and foreign exchange	$	(0.4	)	$	(0.2	)

The Effect of Derivative Instruments on the Statements of Income

(in millions)

Six months ended February 28, 2026 and 2025

Derivatives in cash flow hedging relationships	Gain (loss) recognized in AOCL on derivatives six months ended<br>February 28,					Location of gain (loss) reclassified from AOCL into income	Gain (loss) reclassified from AOCL into income six months ended<br>February 28,
	2026		2025				2026		2025
Foreign exchange contracts	$	1.6	$	3.1		Revenue	$	0.6	$	1.6
Foreign exchange contracts		8.4		(0.2	)	Cost of revenue		2.1		(0.1	)
Interest rate swap contracts		3.1		12.0		Interest and foreign exchange		4.5		7.1
	$	13.1	$	14.9			$	7.2	$	8.6
Derivatives not designated as hedging instruments	Location of gain (loss) recognized in income on derivatives	Gain (loss) recognized in income on derivatives six months ended<br>February 28,
---	---	---	---	---	---	---
		2026		2025
Foreign exchange contracts	Interest and foreign exchange	$	—	$	(0.3	)

The following table presents the location and amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges were recorded for the three and six months ended February 28, 2026 and 2025:

	Three months ended<br>February 28,					Six months ended<br>February 28,
	2026		2025			2026		2025
Total Revenue	$	587.5	$	762.1		$	1,293.6	$	1,638.0
Gain (loss) on cash flow hedges in Revenue
Foreign exchange contracts:
Gain (loss) reclassified from AOCL	$	0.5	$	1.1		$	0.6	$	1.6
Amount excluded from effectiveness testing	$	0.6	$	(1.4	)	$	1.2	$	(0.6	)
Total Cost of revenue	$	518.0	$	623.5		$	1,120.8	$	1,325.8
Gain (loss) on cash flow hedges in Cost of revenue
Foreign exchange contracts:
Gain (loss) reclassified from AOCL	$	1.8	$	—		$	2.1	$	(0.1	)
Amount excluded from effectiveness testing	$	—	$	—		$	0.1	$	—
Total Interest and foreign exchange	$	13.7	$	21.7		$	29.2	$	45.1
Gain (loss) on cash flow hedges in Interest and foreign exchange
Interest rate swap contracts:
Gain (loss) reclassified from AOCL	$	1.9	$	3.1		$	4.5	$	7.1

Note 11 – Segment Information

The Company operates in two reportable segments: Manufacturing and Leasing & Fleet Management. Effective September 1, 2025, the Company changed its measurement basis for allocating revenue and expenses associated with syndication activity between the Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to the Company’s CODM to assess performance and allocate resources and had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation.

The Company's CODM is Greenbrier's President and Chief Executive Officer. Segment earnings from operations is the measure of profit or loss used by the CODM. As part of the Company’s budgeting and forecasting process, the CODM uses Segment earnings from operations to allocate capital and resources to each segment and considers variances from budget, forecasts, and prior period results to assess current period performance for each segment. Segment earnings from operations includes all revenues, expenses, and net gains or losses on asset dispositions that are directly attributable to each segment. Corporate expenses include selling and administrative costs not directly attributable to the reportable segments due to the Company’s integrated business model and therefore are not allocated to Segment earnings from operations. The Company does not allocate Interest and foreign exchange, Earnings from unconsolidated affiliates, or Income tax for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.

The information in the following tables is derived directly from the segments’ internal financial reports used for corporate management purposes, which includes the significant expense categories that are regularly reviewed by the CODM.

For the three months ended February 28, 2026:

(in millions)	Manufacturing			Leasing & Fleet Management			Total
Revenue
Revenue from external customers	$	541.5		$	46.0		$	587.5
Intersegment revenue		10.1			0.1			10.2
		551.6			46.1			597.7
Elimination of intersegment revenues								(10.2	)
Total consolidated revenues								587.5
Cost of revenue
Cost of revenue from external customers		500.4			17.6			518.0
Intersegment cost of revenue		10.1			0.1			10.2
		510.5			17.7			528.2
Margin		41.1			28.4			69.5
Selling and administrative		20.6			5.7
Net gain on disposition of equipment		(0.2	)		(12.8	)
Segment earnings from operations	$	20.7		$	35.5		$	56.2

For the six months ended February 28, 2026:

(in millions)	Manufacturing			Leasing & Fleet Management			Total
Revenue
Revenue from external customers	$	1,198.5		$	95.1		$	1,293.6
Intersegment revenue		20.2			0.1			20.3
		1,218.7			95.2			1,313.9
Elimination of intersegment revenues								(20.3	)
Total consolidated revenues								1,293.6
Cost of revenue
Cost of revenue from external customers		1,085.3			35.5			1,120.8
Intersegment cost of revenue		20.2			0.1			20.3
		1,105.5			35.6			1,141.1
Margin		113.2			59.6			172.8
Selling and administrative		44.0			10.7
Net gain on disposition of equipment		(0.1	)		(30.6	)
Segment earnings from operations	$	69.3		$	79.5		$	148.8

For the three months ended February 28, 2025:

(in millions)	Manufacturing			Leasing & Fleet Management			Total
Revenue
Revenue from external customers	$	712.9		$	49.2		$	762.1
Intersegment revenue		53.1			0.2			53.3
		766.0			49.4			815.4
Elimination of intersegment revenues								(53.3	)
Total consolidated revenues								762.1
Cost of revenue
Cost of revenue from external customers		606.2			17.3			623.5
Intersegment cost of revenue		43.4			0.2			43.6
		649.6			17.5			667.1
Elimination of intersegment margin		(9.7	)		—			(9.7	)
Margin		106.7			31.9			138.6
Selling and administrative		26.1			6.7
Net gain on disposition of equipment		(0.2	)		(9.4	)
Segment earnings from operations	$	80.8		$	34.6		$	115.4

For the six months ended February 28, 2025:

(in millions)	Manufacturing			Leasing & Fleet Management			Total
Revenue
Revenue from external customers	$	1,543.8		$	94.2		$	1,638.0
Intersegment revenue		55.9			0.4			56.3
		1,599.7			94.6			1,694.3
Elimination of intersegment revenues								(56.3	)
Total consolidated revenues								1,638.0
Cost of revenue
Cost of revenue from external customers		1,291.6			34.2			1,325.8
Intersegment cost of revenue		46.2			0.4			46.6
		1,337.8			34.6			1,372.4
Elimination of intersegment margin		(9.7	)		—			(9.7	)
Margin		252.2			60.0			312.2
Selling and administrative		50.0			13.1
Net gain on disposition of equipment		(0.2	)		(9.6	)
Segment earnings from operations	$	202.4		$	56.5		$	258.9

Reconciliation of Segment earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:

	Three months ended<br>February 28,						Six months ended<br>February 28,
(in millions)	2026			2025			2026			2025
Segment earnings from operations
Manufacturing	$	20.7		$	80.8		$	69.3		$	202.4
Leasing & Fleet Management		35.5			34.6			79.5			56.5
		56.2			115.4			148.8			258.9
Corporate		(31.1	)		(31.8	)		(62.6	)		(63.5	)
Earnings from operations		25.1			83.6			86.2			195.4
Interest and foreign exchange		13.7			21.7			29.2			45.1
Earnings before income tax and earnings from unconsolidated affiliates	$	11.4		$	61.9		$	57.0		$	150.3

The following tables present selected financial information by segment.

	Total assets
(in millions)	February 28, <br>2026		August 31,<br>2025
Manufacturing	$	1,927.1	$	2,085.9
Leasing & Fleet Management		1,806.5		1,858.4
Unallocated, including cash		606.1		416.3
	$	4,339.7	$	4,360.6
	Three months ended<br>February 28,				Six months ended<br>February 28,
---	---	---	---	---	---	---	---	---
(in millions)	2026		2025		2026		2025
Depreciation and amortization:
Manufacturing	$	20.8	$	19.4	$	42.2	$	38.1
Leasing & Fleet Management		10.7		11.0		21.8		21.5
	$	31.5	$	30.4	$	64.0	$	59.6
Capital expenditures:
Manufacturing	$	17.2	$	30.0	$	37.9	$	87.9
Leasing & Fleet Management		12.9		37.3		49.7		38.5
	$	30.1	$	67.3	$	87.6	$	126.4

Note 12 – Leases

Lessor

Equipment on operating leases is reported net of accumulated depreciation of $129.1 million and $123.0 million as of February 28, 2026 and August 31, 2025, respectively. Depreciation expense was $9.2 million and $18.8 million for the three and six months ended February 28, 2026, respectively, and $9.5 million and $18.1 million for the three and six months ended February 28, 2025, respectively. In addition, certain railcar equipment leased-in by the Company on operating leases is subleased to customers under non-cancelable operating leases with lease terms ranging from one to approximately 10 years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended February 28, 2026 was $34.8 million and $71.7 million, which included $4.4 million and $10.1 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended February 28, 2025 was $35.6 million and $67.6 million, which included $6.2 million and $10.5 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements.

Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at February 28, 2026, will mature as follows:

(in millions)
Remaining six months of 2026	$	61.3
2027		107.5
2028		89.2
2029		67.9
2030		49.9
Thereafter		94.3
	$	470.1

Lessee

The Company leases railcars, real estate, and certain equipment under operating and, to a lesser extent, finance lease arrangements. As of and for the three and six months ended February 28, 2026 and 2025, finance leases were not a material component of the Company's lease portfolio. The Company’s real estate and equipment leases have remaining lease terms ranging from less than one year to 73 years, with some including options to extend up to 9 years. The Company recognizes a lease liability and corresponding right-of-use (ROU) asset based on the present value of lease payments. To determine the present value of lease payments, as most of its leases do not provide a readily determinable implicit rate, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at each lease commencement date. The Company considers its recent debt issuances as well as publicly available data for instruments with similar characteristics when estimating its incremental borrowing rate.

The components of operating lease costs were as follows:

	Three months ended<br>February 28,				Six months ended<br>February 28,
(in millions)	2026		2025		2026		2025
Operating lease expense	$	5.0	$	5.0	$	10.3	$	9.3
Short-term lease expense		0.6		1.6		1.5		3.1
Total	$	5.6	$	6.6	$	11.8	$	12.4

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at February 28, 2026, will mature as follows:

(in millions)
Remaining six months of 2026	$	9.2
2027		15.9
2028		14.9
2029		12.8
2030		9.5
Thereafter		30.1
Total lease payments	$	92.4
Less: Imputed interest		(14.2	)
Total lease obligations	$	78.2

The table below presents additional information related to the Company’s operating leases:

	February 28, <br>2026			August 31,<br>2025
Weighted average remaining lease term (years)		10.7			10.6
Weighted average discount rate		4.6	%		4.5	%

Supplemental cash flow information related to leases were as follows:

	Six months ended<br>February 28,
(in millions)	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9.8	$	8.8
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	1.1	$	32.9

Note 13 – Commitments and Contingencies

Portland Harbor Superfund Site

The Company’s former Portland, Oregon manufacturing facility (Portland Property) is located adjacent to the Willamette River. In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the Willamette River bed and certain riverbanks known as the Portland Harbor, including the portion fronting the Portland Property, as a federal "National Priority List" or "Superfund" site due to sediment contamination (Portland Harbor Superfund Site). The Company and more than 140 other parties have received a "General Notice" of potential liability from the EPA relating to the Portland Harbor Superfund Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. Ten private and public entities, including the Company (the Lower Willamette Group or LWG), signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Superfund Site under EPA oversight, and several additional entities did not sign such consent, but nevertheless contributed financially to the effort. The EPA-mandated RI/FS was produced by the LWG and cost over $110 million during a 17-year period. The Company bore a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure during the 17-year period was not material. Some or all of any such outlay may be recoverable from other responsible parties. The EPA issued its Record of Decision (ROD) for the Portland Harbor Superfund Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.

The EPA's January 6, 2017 ROD identifies a cleanup remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of -30% to +50%, but this ROD states that changes in costs are likely to occur. The ROD does not address responsibility for the costs of remedial action, nor does it allocate such costs among the potentially responsible parties. The EPA has identified several work areas within the ROD remedial action area. One of the units, currently referred to as the river mile 9 West work area or “RM9W,” includes river sediments offshore and downstream of the Portland Property. It also includes a large portion of the Portland Property's riverbanks. The ROD does not break down total remediation costs by work area. The EPA requested that potentially responsible parties enter AOCs during 2019 agreeing to conduct remedial design studies. Some parties have signed AOCs, including one party with respect to RM9W. Additionally, at some portions of the Portland Harbor Superfund Site, the EPA is conducting the remedial design work. Remedial action will follow remedial design. The Company has not signed an AOC in connection with remedial design, but is assisting in funding a portion of the RM9W remedial design.

Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Superfund Site and the schedule for such remediation, approximately 100 parties, including the State of Oregon and the federal government, are participating in a non-judicial, mediated allocation process to try to allocate costs associated with remediation of the Portland Harbor Superfund Site. The Company will continue to participate in the allocation process. Approximately 100 additional parties signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court for the District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.

On January 30, 2017, the Confederated Tribes and Bands of the Yakama Nation sued 30 parties, including the Company as well as the federal government and the State of Oregon, for costs it incurred in assessing alleged natural resource damages to the Lower Columbia River and Multnomah Channel from contaminants deposited at the Portland Harbor Superfund Site. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., U.S. District Court for the District of Oregon, Portland Division, Case No. 3:17-CV-00164. The complaint does not specify the amount of damages the plaintiff will seek. The Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028.

On November 20, 2024, the Company, as part of a group of about 60 recipients, received a “Special Notice” letter (SNL) from the EPA. The Company timely responded by the May 30, 2025 response deadline. The EPA routinely sends SNLs when it is ready to formally start negotiations with potentially responsible parties in an effort to reach a settlement to conduct or finance the remedial action. Such letters trigger the start of an enforcement moratorium during which time the EPA agrees not to unilaterally order any potentially responsible parties to conduct the remediation. Under this process, if settlement is reached, the settlement terms will normally be set out in a consent decree that is lodged in federal court. The terms of the SNL that the Company received are settlement confidential. The EPA has publicly stated that it issued the letters now because it wants a seamless transition from the remedial-design phase to the remediation-implementation phase, that more potentially responsible parties may receive such a letter, and that the agency expects the settlement negotiations to take up to two years. Some allocation participants, including the Company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.

Responsibility for funding and implementing the EPA's selected cleanup remedy will be determined at an unspecified later date as part of the allocation process. Based on the investigation to date, the Company believes that it did not contribute in any material way to contaminants of concern in the river sediments or the damage of natural resources in the Portland Harbor Superfund Site and that the damage in the area of the Portland Harbor Superfund Site adjacent to the Portland Property precedes the Company’s ownership of the Portland Property. Because these environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Superfund Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources.

On June 9, 2025, the natural resources trustees for the Portland Harbor Superfund Site, consisting of the U.S., on behalf of the National Oceanic and Atmospheric Administration of the U.S. Department of Commerce and the U.S. Department of the Interior; the State of Oregon, on behalf of the Oregon Department of Fish and Wildlife; and several tribes moved to enter two consent decrees that were lodged with the Oregon district court on November 1, 2023 to resolve trustees’ natural resources claims in a complaint filed on the same day. United States of America et al. v ACF Industries LLC et al., U.S. District Court for the District of Oregon, Case #3:23-cv-01603-YY. The Company is not a defendant under the 2023 complaint nor a party to either of the consent decrees. The consent decrees would resolve the defendants’ liability for natural resource damages at the Portland Harbor Superfund Site before the conclusion of the remedial design and allocation processes. On July 28, 2025, the Company, along with several other potentially responsible parties at the Portland Harbor Superfund Site, filed motions to intervene and to oppose the entry of the consent decrees. The court granted the motions to intervene. Oral argument was held on September 29, 2025. Following briefing and the presentation of oral argument, on October 23, 2025, the court issued an opinion and order granting the trustees’ motion and subsequently entered the consent decrees as a final judgment on October 31, 2025. The Company did not appeal the order; however, one of the other intervenors has appealed the court’s order to the U.S. Court of Appeals for the Ninth Circuit. Appellate briefing and oral argument will take place in 2026, with a decision likely to issue in late 2026 or early 2027.

Oregon Department of Environmental Quality (DEQ) Regulation of Portland Property

The Company entered into a Voluntary Cleanup Agreement with the Oregon DEQ in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland Property may have released hazardous substances into the environment. The Company has also signed an Order on Consent with the DEQ to finalize the investigation of potential onsite sources of contamination that may have a release pathway to the Willamette River. The Company’s aggregate expenditure has not been material, however it could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

Sale of Portland Property

The Company sold the Portland Property in May 2023, but remains potentially liable with respect to the above matters. Any of these matters could adversely affect the Company's business and Consolidated Financial Statements. However, any contamination or exacerbation of contamination that occurs after the sale of the Portland Property will be the liability of the current and future owners and operators of the Portland Property.

Other Litigation, Commitments and Contingencies

From time to time, the Company is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company's Consolidated Financial Statements.

The U.S. Customs and Border Protection (CBP) published a Notice of Initiation of Investigation and Interim Measures under the Enforce and Protect Act against The Greenbrier Companies, Inc. The CBP stated that it is investigating whether Greenbrier evaded certain duty orders on freight rail couplers and parts from Mexico and/or China. Greenbrier is fully cooperating in the investigation, and the outcome remains uncertain.

As of February 28, 2026, the Company had outstanding letters of credit aggregating to $30.2 million associated with performance guarantees, facility leases and workers compensation insurance.

Note 14 – Fair Value Measures

Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this disclosure, is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical instruments;

Level 2 - inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and

Level 3 - unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of February 28, 2026 were:

(in millions)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	20.4	$	—	$	20.4	$	—
Nonqualified savings plan investments		70.1		70.1		—		—
Cash equivalents		347.4		347.4		—		—
	$	437.9	$	417.5	$	20.4	$	—
Liabilities:
Derivative financial instruments	$	0.6	$	—	$	0.6	$	—

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2025 were:

(in millions)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	19.0	$	—	$	19.0	$	—
Nonqualified savings plan investments		59.4		59.4		—		—
Cash equivalents		134.0		134.0		—		—
	$	212.4	$	193.4	$	19.0	$	—
Liabilities:
Derivative financial instruments	$	3.6	$	—	$	3.6	$	—

• Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 10 - Derivative Instruments to the Condensed Consolidated Financial Statements for further discussion.

Note 15 – Related Party Transactions

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company purchased $1.9 million and $3.6 million of railcar components from Axis for the three and six months ended February 28, 2026, respectively, and $1.6 million and $4.7 million for the three and six months ended February 28, 2025, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate in two reportable segments: Manufacturing and Leasing & Fleet Management. Our segments are operationally integrated. The Manufacturing segment designs, builds and markets freight railcars and component parts in North America and Europe. We also perform sustainable conversions and railcar maintenance, which includes wheel and axle services. The Leasing & Fleet Management segment owns and leases approximately 16,800 railcars as of February 28, 2026. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America.

We continue to operate in an environment characterized by ongoing macroeconomic uncertainty, including inflationary pressures, potential impacts from global trade tensions and tariffs, volatility in foreign exchange and interest rates and geopolitical instability. We believe that a sustained economic slowdown or continued supply chain disruption could significantly affect our operations and financial performance. Such developments could impact our business both directly and indirectly. Direct impacts may include higher costs for raw materials, labor and manufacturing inputs. Indirectly, a weaker macroeconomic environment could reduce demand for new railcar orders and leasing activity.

Despite these potential headwinds, we believe we are well-positioned to continue to execute on our multi-year strategy. In addition, we believe our integrated business model provides flexibility across economic cycles. We maintain a diversified customer base and disciplined approach to managing working capital and operating costs.

We continue to execute on our strategic plan of increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital. Recurring revenue is defined as Leasing & Fleet Management revenue excluding the impact of syndication transactions. With a global footprint, supply chain and customer base, we are focused on navigating the impact of changing trade policies, such as tariffs, as well as general geopolitical and macroeconomic uncertainty.

Backlog

Our railcar backlog was 15,200 units with an estimated value of $2.1 billion as of February 28, 2026, with deliveries extending into 2027 and beyond. Our backlog includes approximately $650 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Approximately 13% of backlog units and 12% of estimated backlog value as of February 28, 2026 was associated with our Brazilian manufacturing operations which is accounted for under the equity method.

Our backlog of railcar units is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customers may attempt to cancel or modify orders in backlog. Historically, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.

Segment Information

Effective September 1, 2025, we changed our measurement basis for allocating revenue and expenses associated with syndication activity between our Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to our CODM to assess performance and allocate resources and had no impact on our consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 11 - Segment Information to the Condensed Consolidated Financial Statements for additional information for additional information on our reportable segments.

Risks, uncertainties and other important factors described in Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2025 may have a material negative impact on our business, liquidity, results of operations and stock price. Beyond these general observations, we are unable to predict when, how, or with what magnitude these items will impact our business.

Three Months Ended February 28, 2026 Compared to the Three Months Ended February 28, 2025

Overview

Revenue, Cost of revenue, Margin and Earnings from operations presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.

	Three months ended<br>February 28,
(in millions, except per share amounts)	2026			2025
Revenue
Manufacturing	$	541.5		$	712.9
Leasing & Fleet Management		46.0			49.2
		587.5			762.1
Cost of revenue
Manufacturing		500.4			606.2
Leasing & Fleet Management		17.6			17.3
		518.0			623.5
Margin
Manufacturing		41.1			106.7
Leasing & Fleet Management		28.4			31.9
		69.5			138.6
Selling and administrative expense		57.4			64.6
Net gain on disposition of equipment		(13.0	)		(9.6	)
Earnings from operations		25.1			83.6
Interest and foreign exchange		13.7			21.7
Earnings before income tax and earnings from unconsolidated affiliates		11.4			61.9
Income tax expense		(1.7	)		(20.0	)
Earnings before earnings from unconsolidated affiliates		9.7			41.9
Earnings from unconsolidated affiliates		4.2			4.3
Net earnings		13.9			46.2
Net loss attributable to noncontrolling interest		1.1			5.7
Net earnings attributable to Greenbrier	$	15.0		$	51.9
Diluted earnings per common share	$	0.47		$	1.56

Performance for our segments is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.

	Three months ended<br>February 28,
(in millions)	2026			2025
Earnings (loss) from operations:
Manufacturing	$	20.7		$	80.8
Leasing & Fleet Management		35.5			34.6
Corporate		(31.1	)		(31.8	)
	$	25.1		$	83.6

Consolidated Results

	Three months ended<br>February 28,
(in millions)	2026			2025			Increase<br>(Decrease)			% <br>Change
Revenue	$	587.5		$	762.1		$	(174.6	)		(22.9	%)
Cost of revenue	$	518.0		$	623.5		$	(105.5	)		(16.9	%)
Margin (%)		11.8	%		18.2	%		(6.4	%)	*
Net earnings attributable to Greenbrier	$	15.0		$	51.9		$	(36.9	)		(71.1	%)

* Not meaningful

Through our integrated business model, we provide a broad range of custom products and services in each of our reportable segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results.

Revenue decreased $174.6 million or 22.9% for the three months ended February 28, 2026 as compared to the three months ended February 28, 2025 primarily due to a 32.0% decrease in deliveries and a change in railcar manufacturing product mix.

Cost of revenue decreased $105.5 million or 16.9% for the three months ended February 28, 2026 as compared to the three months ended February 28, 2025 primarily due to a 32.0% decrease in deliveries and a change in railcar manufacturing product mix.

Margin percentage decreased 6.4% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025 primarily due to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the three months ended February 28, 2026.

Net earnings attributable to Greenbrier decreased $36.9 million for the three months ended February 28, 2026 as compared to the three months ended February 28, 2025 primarily due to:

• $69.1 million decrease in Margin attributable to a 32.0% decrease in deliveries and a change in railcar manufacturing product mix.

This was partially offset by the following:

• $18.3 million change in Income tax expense due to lower pre-tax earnings and net favorable discrete items related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.
• $8.0 million decrease in Interest and foreign exchange expense resulting from the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar and higher interest income.
• $7.2 million decrease in Selling and administrative expense primarily attributed to lower employee-related costs.

Manufacturing Segment

	Three months ended<br>February 28,
(In millions, except railcar deliveries)	2026			2025			Increase<br>(Decrease)			% <br>Change
Revenue	$	541.5		$	712.9		$	(171.4	)		(24.0	%)
Cost of revenue	$	500.4		$	606.2		$	(105.8	)		(17.5	%)
Margin (%)		7.6	%		15.0	%		(7.4	%)	*
Earnings from operations ($)	$	20.7		$	80.8		$	(60.1	)		(74.4	%)
Earnings from operations (%)		3.8	%		11.3	%		(7.5	%)	*
Deliveries		3,400			5,000			(1,600	)		(32.0	%)

* Not meaningful

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.

Manufacturing Revenue decreased $171.4 million or 24.0% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025 primarily due to a 32.0% decrease in deliveries and a change in railcar manufacturing product mix.

Manufacturing Cost of revenue decreased $105.8 million or 17.5% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The decrease was primarily attributed to a 32.0% decline in deliveries and a change in railcar manufacturing product mix during the three months ended February 28, 2026.

Manufacturing Margin percentage decreased 7.4% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the three months ended February 28, 2026.

Manufacturing Earnings from operations decreased $60.1 million for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The decrease was primarily attributed to a 32.0% decrease in deliveries and a change in railcar manufacturing product mix during the three months ended February 28, 2026.

Leasing & Fleet Management Segment

	Three months ended<br>February 28,
(in millions)	2026			2025			Increase<br>(Decrease)			% <br>Change
Revenue	$	46.0		$	49.2		$	(3.2	)		(6.5	%)
Cost of revenue	$	17.6		$	17.3		$	0.3			1.7	%
Margin (%)		61.7	%		64.8	%		(3.1	%)	*
Earnings from operations ($)	$	35.5		$	34.6		$	0.9			2.6	%
Earnings from operations (%)		77.2	%		70.3	%		6.9	%	*

* Not meaningful

The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.

Leasing & Fleet Management Revenue decreased $3.2 million or 6.5% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The decrease was primarily attributed to a $2.0 million decrease in interim rent on leased railcars for syndication during the three months ended February 28, 2026.

Leasing & Fleet Management Cost of revenue increased $0.3 million or 1.7% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The increase was primarily due to ongoing costs related to servicing leased railcars for syndication during the three months ended February 28, 2026.

Leasing & Fleet Management Margin percentage decreased 3.1% for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The decrease was primarily attributed to ongoing costs related to servicing leased railcars for syndication during the three months ended February 28, 2026.

Leasing & Fleet Management Earnings from operations increased $0.9 million for the three months ended February 28, 2026 compared to the three months ended February 28, 2025. The increase was primarily attributed to a $3.4 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet partially offset by a decrease in interim rent on leased railcars for syndication during for the three months ended February 28, 2026.

Selling and Administrative Expense

	Three months ended<br>February 28,
(in millions)	2026		2025		Increase<br>(Decrease)			% <br>Change
Selling and administrative expense	$	57.4	$	64.6	$	(7.2	)		(11.1	%)

Selling and administrative expense was $57.4 million for the three months ended February 28, 2026 compared to $64.6 million for the prior comparable period. The $7.2 million decrease was primarily attributed to lower employee-related costs for the three months ended February 28, 2026.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment typically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our lease fleet and to manage risk and liquidity.

Net gain on disposition of equipment was $13.0 million for the three months ended February 28, 2026 compared to $9.6 million for the prior comparable period. The increase in Net gain on disposition of equipment was primarily attributed to higher sales of assets from our lease fleet during the three months ended February 28, 2026.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:

	Three months ended<br>February 28,
(in millions)	2026			2025		Increase<br>(Decrease)
Interest and foreign exchange:
Interest and other expense, net	$	16.1		$	20.4	$	(4.3	)
Foreign exchange (gain) loss, net		(2.4	)		1.3		(3.7	)
	$	13.7		$	21.7	$	(8.0	)

The $8.0 million decrease in Interest and foreign exchange expense for the three months ended February 28, 2026 compared to the three months ended February 28, 2025 was primarily attributed to the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar and higher interest income during the three months ended February 28, 2026.

Income Tax

For the three months ended February 28, 2026, we had income tax expense of $1.7 million on pre-tax income of $11.4 million for an effective tax rate of 14.9%. The effective tax rate was impacted by net favorable discrete items related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.

For the three months ended February 28, 2025, we had income tax expense of $20.0 million on pre-tax income of $61.9 million for an effective tax rate of 32.3%. The effective tax rate was impacted by net unfavorable discrete items related to our foreign subsidiaries.

The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

Earnings From Unconsolidated Affiliates

Through unconsolidated affiliates we produce rail and industrial components, including an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.

Earnings from unconsolidated affiliates were $4.2 million and $4.3 million for the three months ended February 28, 2026 and February 28, 2025, respectively.

Noncontrolling Interest

Net loss attributable to noncontrolling interest was $1.1 million for the three months ended February 28, 2026 compared to $5.7 million for the three months ended February 28, 2025. Net loss attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $4.6 million change from the prior year is primarily a result of an increase in earnings due to higher railcar deliveries at our Mexican railcar manufacturing joint venture.

Six Months Ended February 28, 2026 Compared to the Six Months Ended February 28, 2025

Overview

Revenue, Cost of revenue, Margin and Earnings from operations presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.

	Six months ended<br>February 28,
(in millions, except per share amounts)	2026			2025
Revenue
Manufacturing	$	1,198.5		$	1,543.8
Leasing & Fleet Management		95.1			94.2
		1,293.6			1,638.0
Cost of revenue
Manufacturing		1,085.3			1,291.6
Leasing & Fleet Management		35.5			34.2
		1,120.8			1,325.8
Margin
Manufacturing		113.2			252.2
Leasing & Fleet Management		59.6			60.0
		172.8			312.2
Selling and administrative expense		117.3			126.6
Net gain on disposition of equipment		(30.7	)		(9.8	)
Earnings from operations		86.2			195.4
Interest and foreign exchange		29.2			45.1
Earnings before income tax and earnings from unconsolidated affiliates		57.0			150.3
Income tax expense		(14.0	)		(53.4	)
Earnings before earnings from unconsolidated affiliates		43.0			96.9
Earnings from unconsolidated affiliates		8.2			8.4
Net earnings		51.2			105.3
Net loss attributable to noncontrolling interest		0.2			1.9
Net earnings attributable to Greenbrier	$	51.4		$	107.2
Diluted earnings per common share	$	1.62		$	3.28

Performance for our segments is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.

	Six months ended<br>February 28,
(in millions)	2026			2025
Earnings (loss) from operations:
Manufacturing	$	69.3		$	202.4
Leasing & Fleet Management		79.5			56.5
Corporate		(62.6	)		(63.5	)
	$	86.2		$	195.4

Consolidated Results

	Six months ended<br>February 28,
(in millions)	2026			2025			Increase<br>(Decrease)			% <br>Change
Revenue	$	1,293.6		$	1,638.0		$	(344.4	)		(21.0	%)
Cost of revenue	$	1,120.8		$	1,325.8		$	(205.0	)		(15.5	%)
Margin (%)		13.4	%		19.1	%		(5.7	%)	*
Net earnings attributable to Greenbrier	$	51.4		$	107.2		$	(55.8	)		(52.1	%)

* Not meaningful

Through our integrated business model, we provide a broad range of custom products and services in each of our reportable segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results.

Revenue decreased $344.4 million or 21.0% for the six months ended February 28, 2026 as compared to the six months ended February 28, 2025 primarily due to a 29.2% decrease in deliveries and a change in railcar manufacturing product mix.

Cost of revenue decreased $205.0 million or 15.5% for the six months ended February 28, 2026 as compared to the six months ended February 28, 2025 primarily due to a 29.2% decrease in deliveries and a change in railcar manufacturing product mix.

Margin percentage decreased 5.7% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025 primarily due to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the six months ended February 28, 2026.

Net earnings attributable to Greenbrier decreased $55.8 million for the six months ended February 28, 2026 as compared to the six months ended February 28, 2025 primarily due to:

• $139.4 million decrease in Margin attributable to a 29.2% decrease in deliveries and a change in railcar manufacturing product mix.

This was partially offset by the following:

• $39.4 million decrease in Income tax expense due to lower pre-tax earnings.
• $20.9 million increase in Net gain on disposition of equipment primarily attributed to higher sales of assets from our lease fleet.
• $15.9 million decrease in Interest and foreign exchange expense resulting from the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar and higher interest income.
• $9.3 million decrease in Selling and administrative expense primarily attributed to lower employee-related costs.

Manufacturing Segment

	Six months ended<br>February 28,
(In millions, except railcar deliveries)	2026			2025			Increase<br>(Decrease)			% <br>Change
Revenue	$	1,198.5		$	1,543.8		$	(345.3	)		(22.4	%)
Cost of revenue	$	1,085.3		$	1,291.6		$	(206.3	)		(16.0	%)
Margin (%)		9.4	%		16.3	%		(6.9	%)	*
Earnings from operations ($)	$	69.3		$	202.4		$	(133.1	)		(65.8	%)
Earnings from operations (%)		5.8	%		13.1	%		(7.3	%)	*
Deliveries		7,500			10,600			(3,100	)		(29.2	%)

* Not meaningful

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.

Manufacturing Revenue decreased $345.3 million or 22.4% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025 primarily due to a 29.2% decrease in deliveries and a change in railcar manufacturing product mix.

Manufacturing Cost of revenue decreased $206.3 million or 16.0% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The decrease was primarily attributed to a 29.2% decline in deliveries and a change in railcar manufacturing product mix during the six months ended February 28, 2026.

Manufacturing Margin percentage decreased 6.9% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the six months ended February 28, 2026.

Manufacturing Earnings from operations decreased $133.1 million for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The decrease was primarily attributed to a 29.2% decrease in deliveries and a change in railcar manufacturing product mix during the six months ended February 28, 2026.

Leasing & Fleet Management Segment

	Six months ended<br>February 28,
(in millions)	2026			2025			Increase<br>(Decrease)			% <br>Change
Revenue	$	95.1		$	94.2		$	0.9			1.0	%
Cost of revenue	$	35.5		$	34.2		$	1.3			3.8	%
Margin (%)		62.7	%		63.7	%		(1.0	%)	*
Earnings from operations ($)	$	79.5		$	56.5		$	23.0			40.7	%
Earnings from operations (%)		83.6	%		60.0	%		23.6	%	*

* Not meaningful

The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.

Leasing & Fleet Management Revenue increased $0.9 million or 1.0% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The increase was primarily attributed to a $4.2 million increase in rents associated with growth of the lease fleet and improved lease rates for the six months ended February 28, 2026. This was partially offset by a $2.2 million decrease in interim rent on leased railcars for syndication during the six months ended February 28, 2026.

Leasing & Fleet Management Cost of revenue increased $1.3 million or 3.8% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The increase was primarily due to ongoing costs related to servicing leased railcars for syndication and from a larger lease fleet during the six months ended February 28, 2026.

Leasing & Fleet Management Margin percentage decreased 1.0% for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The decrease was primarily attributed to ongoing costs related to servicing leased railcars for syndication partially offset by improved lease rates during the six months ended February 28, 2025.

Leasing & Fleet Management Earnings from operations increased $23.0 million for the six months ended February 28, 2026 compared to the six months ended February 28, 2025. The increase was primarily attributed to a $21.0 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet and increase in rents associated with growth of the lease fleet and improved lease rates for the six months ended February 28, 2026.

Selling and Administrative Expense

	Six months ended<br>February 28,
(in millions)	2026		2025		Increase<br>(Decrease)			% <br>Change
Selling and administrative expense	$	117.3	$	126.6	$	(9.3	)		(7.3	%)

Selling and administrative expense was $117.3 million for the six months ended February 28, 2026 compared to $126.6 million for the prior comparable period. The $9.3 million decrease was primarily attributed to lower employee-related costs for the six months ended February 28, 2026.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment typically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our lease fleet and to manage risk and liquidity.

Net gain on disposition of equipment was $30.7 million for the six months ended February 28, 2026 compared to $9.8 million for the prior comparable period. The increase in Net gain on disposition of equipment was primarily attributed to higher sales of assets from our lease fleet during the six months ended February 28, 2026.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:

	Six months ended<br>February 28,
(in millions)	2026			2025		Increase<br>(Decrease)
Interest and foreign exchange:
Interest and other expense, net	$	32.5		$	40.5	$	(8.0	)
Foreign exchange (gain) loss, net		(3.3	)		4.6		(7.9	)
	$	29.2		$	45.1	$	(15.9	)

The $15.9 million decrease in Interest and foreign exchange expense for the six months ended February 28, 2026 compared to the six months ended February 28, 2025 was primarily attributed to the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar and higher interest income during the six months ended February 28, 2026.

Income Tax

For the six months ended February 28, 2026, we had income tax expense of $14.0 million on pre-tax income of $57.0 million for an effective tax rate of 24.6%. The effective tax rate was impacted by net favorable discrete items related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.

For the six months ended February 28, 2025, we had income tax expense of $53.4 million on pre-tax income of $150.3 million for an effective tax rate of 35.5%. The effective tax rate was impacted by net unfavorable discrete items related to our foreign subsidiaries.

The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (OBBBA). We are still assessing the impact of OBBBA but do not expect the provisions to have a material impact on our effective tax rate.

Separately, the EU Member States have formally adopted the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework. These rules must be implemented by each country and became effective for us beginning September 1, 2024. We continue to monitor additional guidance from the OECD and evaluate the potential effects of these changes, though we do not expect a material impact on our effective tax rate.

Earnings From Unconsolidated Affiliates

Through unconsolidated affiliates we produce rail and industrial components, including an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.

Earnings from unconsolidated affiliates were $8.2 million and $8.4 million for the six months ended February 28, 2026 and 2025, respectively.

Noncontrolling Interest

Net loss attributable to noncontrolling interest was $0.2 million for the six months ended February 28, 2026 compared to $1.9 million for the six months ended February 28, 2025. Net loss attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations.

Liquidity and Capital Resources

	Six months ended<br>February 28,
(in millions)	2026			2025
Net cash provided by operating activities	$	234.9		$	28.5
Net cash provided by (used in) investing activities		31.1			(65.0	)
Net cash used in financing activities		(42.2	)		(31.7	)
Effect of exchange rate changes		12.8			1.5
Increase (decrease) in Cash and cash equivalents and Restricted cash	$	236.6		$	(66.7	)

We continue to be financed through cash generated from operations and borrowings. At February 28, 2026 Cash and cash equivalents and Restricted cash were $563.0 million, an increase of $236.6 million from $326.4 million at August 31, 2025.

Cash Flows From Operating Activities

The $206.4 million increase in Net cash provided by operating activities for the six months ended February 28, 2026 compared to the six months ended February 28, 2025 was primarily due to a $196.3 million change in Leased railcars for syndication due to timing of syndication activity and a $97.5 million net change in working capital accounts, primarily Accounts receivable, net and Deferred revenue. This was partially offset by a $54.1 million decrease in Net earnings.

Cash Flows From Investing Activities

Net cash provided by (used in) investing activities primarily related to capital expenditures, net of proceeds from sale of assets. The $96.1 million change in Net cash provided by (used in) investing activities for the six months ended February 28, 2026 was primarily attributable to a $66.6 million increase in Proceeds from the sale of assets and a $38.8 million decrease in Capital expenditures compared to the six months ended February 28, 2025.

	Six months ended<br>February 28,
(in millions)	2026			2025
Capital expenditures:
Leasing & Fleet Management	$	(49.7	)	$	(38.5	)
Manufacturing		(37.9	)		(87.9	)
Total capital expenditures (gross)	$	(87.6	)	$	(126.4	)
Proceeds from sales of assets		122.2			55.6
Total capital expenditures (net of proceeds)	$	34.6		$	(70.8	)

Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $175 million for 2026.

Gross capital expenditures for 2026 are expected to be approximately $300 million for Leasing & Fleet Management and approximately $80 million for Manufacturing, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2026 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.

Cash Flows From Financing Activities

The $10.5 million change in Net cash used in financing activities for the six months ended February 28, 2026 compared to the six months ended February 28, 2025 was primarily attributed to a $13.3 million increase in the repurchase of stock during the six months ended February 28, 2026.

Dividend and Share Repurchase Program

A quarterly dividend of $0.34 per share was declared on March 31, 2026.

The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The program may be modified, suspended, or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.

During the six months ended February 28, 2026, we repurchased a total of 313 thousand shares for $13.3 million. There were no share repurchases during the six months ended February 28, 2025. As of February 28, 2026, the amount remaining for repurchase under the share repurchase program was $64.5 million.

Cash, Borrowing Availability and Credit Facilities

As of February 28, 2026, we had $521.8 million in Cash and cash equivalents and $559.8 million in available borrowings. The available balance to draw under committed credit facilities includes $373.7 million on the North American credit facility, $151.0 million on the Mexican credit facilities and $35.1 million on the European credit facilities.

Senior secured credit facilities aggregated to $1.3 billion as of February 28, 2026 which consisted of the following components:

Lease fleet — Non-recourse

Leasing warehouse credit facility – As of February 28, 2026, a $450.0 million non-recourse warehouse credit facility existed to support the operations of our leasing business in North America. Advances under this facility are secured by a pool of leased railcars and bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.70%. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.

Corporate and other — Recourse

North American revolving credit facility – As of February 28, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. The North American credit facility is secured by substantially all our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility, or the railcar asset-backed securities. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American credit facility included letters of credit which totaled $30.2 million and $5.4 million as of February 28, 2026 and August 31, 2025, respectively. Advances under the North American credit facility bear interest at SOFR plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing. The North America credit facility matures in May 2030.

European revolving credit facilities – As of February 28, 2026, lines of credit totaling $135.8 million, secured by certain of our European assets, were available for working capital needs of our European manufacturing operations. The European lines of credit include $60.3 million which is guaranteed by us. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.30% and Euro Interbank Offered Rate (EURIBOR) plus 1.00% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from June 2026 through November 2027.

Mexican revolving credit facilities – As of February 28, 2026, our Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which the Company and its joint venture partner have each guaranteed 50%. Advances under these facilities bear interest at variable rates that range from SOFR

plus 1.96% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from June 2026 through March 2027.

The following table summarizes our credit facility balances:

(in millions)	February 28, <br>2026		August 31,<br>2025
Lease fleet – Non-recourse:
Leasing warehouse credit facility	$	—	$	222.3
Corporate and other – Recourse:
North American revolving credit facility	$	—	$	5.0
European revolving credit facilities	$	100.7	$	77.6
Mexican revolving credit facilities	$	5.0	$	70.0

Other Information

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of February 28, 2026, we were in compliance with all such restrictive covenants.

From time to time, we may seek to repurchase or otherwise retire or exchange securities, including outstanding convertible notes, borrowings and equity securities, and take other steps to reduce our debt, extend the maturities of our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such retirements, repurchases or exchanges of one note or security for another note or security (now or hereafter existing), if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable. The amounts involved in any such transactions may, individually or in the aggregate, be material and may involve all or a portion of a particular series of notes or other indebtedness which may reduce the float and impact the trading market of notes or other indebtedness which remain outstanding.

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts with established financial institutions to protect the revenue or margin on a portion of forecasted foreign currency sales and expenses. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $473.8 million of variable rate debt to fixed rate debt as of February 28, 2026.

We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financings, to be sufficient to fund expected debt repayments, working capital needs, planned capital expenditures, additional investments in our unconsolidated affiliates and dividends during the next twelve months.

Off-Balance Sheet Arrangements

We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Consolidated Financial Statements.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Impairment of long-lived assets - We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed based upon estimated undiscounted cash flows expected to be realized over the remaining useful life of the asset group. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group.

An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, and the determination of the fair value of real and personal property. Estimates of future cash flows are by nature highly uncertain and contemplate factors that may change over time.

Goodwill - We evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amounts of our reporting units exceed their fair value. We test goodwill for impairment by either performing a qualitative or quantitative assessment. When we perform a qualitative assessment, we analyze macroeconomic and industry conditions, financial performance, and cost estimates associated with a particular reporting unit. This assessment requires subjectivity based on cumulative information available at the assessment date. If a qualitative assessment indicates it is more likely than not that the carrying value of a reporting unit exceeds its respective fair value, a quantitative assessment is performed.

When we perform a quantitative assessment, we exercise judgment to develop estimates of the fair values of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows which incorporates forecasted revenues, long-term growth rate, gross margin percentages, operating expenses, and the use of discount rates. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.

We make certain estimates and assumptions to determine our reporting units and whether the fair value of each reporting unit is greater than its respective carrying value. The above highlighted judgments contemplate estimates and effects of macroeconomic trends that are inherently uncertain. Changes in these estimates, which may include the effects of inflation and policy reactions thereto, increases in pricing of materials and components, changes in demand, or potential macroeconomic events may cause future assessment conclusions to differ.

Income taxes - The asset and liability method is used to account for income taxes. We are required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for each tax jurisdiction to determine the amount of deferred tax assets and liabilities. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. We recognize a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities.

Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Judgment is required in determining our tax expense and in evaluating our tax positions, as tax laws are complex and subject to different interpretations by taxpayers and government taxing authorities. Our income tax rate is affected by the tax rates that apply to our foreign earnings and could be adversely

impacted by higher or lower earnings than anticipated in a particular jurisdiction. In addition to local country tax laws and regulations which may apply minimum taxes, our income tax rate depends on the extent that our foreign earnings are taxed by the U.S. through provisions such as the global intangible low-taxed income (GILTI) tax and base erosion and anti-abuse tax (BEAT). We review our deferred tax assets and tax positions quarterly and adjust the balances as new information becomes available.

Environmental costs - At times we may be involved in various proceedings related to environmental matters. We estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are made.

Judgments used in determining if a liability is estimable are subjective and based on known facts and our historic experience. If further developments in or resolution of an environmental matter result in facts and circumstances that differ from those assumptions used to develop these reserves, the accrual for environmental remediation could be materially misstated. Due to the uncertain nature of environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us. For further information regarding our environmental costs, see Note 13 - Commitments and Contingencies to the Condensed Consolidated Financial Statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts to protect revenue or margin on a portion of forecasted foreign currency sales and expenses. At February 28, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase of U.S. Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars aggregated to $288.3 million. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact that a movement in a single foreign currency exchange rate would have on future operating results.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At February 28, 2026, net assets of foreign subsidiaries aggregated to $146.0 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $14.6 million, or 1.0% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.

Interest Rate Risk

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $473.8 million of variable rate debt to fixed rate debt. Notwithstanding these interest rate swap agreements, we are still exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At February 28, 2026, 90% of our outstanding debt had fixed rates and 10% had variable rates. At February 28, 2026, a uniform increase by 10% in variable interest rates would result in approximately $0.5 million of additional annual interest expense.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended February 28, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 6. Exhibits

• List of Exhibits:

3.1	Amended and Restated Articles of Incorporation dated January 9, 2026.
10.1*	2021 Stock Incentive Plan, As Amended, dated January 7, 2026.
10.2*	Form of Restricted Stock Unit Award Notice and Award Agreement Under The Greenbrier Companies, Inc. 2021 Stock Incentive Plan, As Amended.
10.3**	Series 2026-1 Supplement dated February 4, 2026 between GBX Leasing 2022-1 LLC and U.S. Bank Trust Company, National Association as indenture trustee (including Forms of Note attached as Exhibit A and Exhibit B thereto). \[Portions omitted\].
31.1	Certification pursuant to Rule 13a – 14 (a).
31.2	Certification pursuant to Rule 13a – 14 (a).
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104	Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101).

Note: For all exhibits incorporated by reference, unless otherwise noted above, the SEC file number is 001-13146.

* Management contract or compensatory plan or arrangement

** Certain confidential information contained in this exhibit, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential

SIGNATURES

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

		THE GREENBRIER COMPANIES, INC.
Date:	April 7, 2026	By:	/s/ Michael J. Donfris
			Michael J. Donfris
			Senior Vice President, Chief Financial Officer
			(Principal Financial Officer)

EX-3.1

Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION

(as amended as of January 7, 2026)

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The name of the corporation is The Greenbrier Companies, Inc. These Restated Articles of Incorporation supersede the previously existing Articles of Incorporation of The Greenbrier Companies, Inc. and all amendments thereto.

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The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Oregon Business Corporation Act.

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• Authorized Capital Stock. The corporation is authorized to issue two classes of stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares which the corporation is authorized to issue is 125,000,000 shares, of which 25,000,000 shares shall be Preferred Stock, without par value, and 100,000,000 shares shall be Common Stock, without par value. Of the 25,000,000 shares of authorized Preferred Stock, 200,000 shares shall be designated as Series A Participating Preferred Stock.

• Preferred Stock. The Board of Directors is expressly vested with authority to adopt a resolution or resolutions providing for the issuance of Preferred Stock from time to time in one or more series. The Board of Directors is expressly authorized to fix, state and express, in the resolution or resolutions providing for the issuance of any wholly unissued series of Preferred Stock, the preferences, limitations and relative rights including, without limitation:

• the rate of dividends upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes or any other series of stock of the corporation;

• whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such series shall be cumulative;

• the voting rights, if any, to be provided for shares of such series;

• the rights and preferences, if any, which the holders of shares of such series shall have in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation;

• the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares for securities or other property of the corporation and the terms and conditions, including price and rate of exchange of such conversion or exchange;

• the redemption (including sinking fund provisions), if any, for shares of such series; and

• such other powers, rights, designations, preferences, qualifications, limitations and restrictions as the Board of Directors may desire to so fix.

If upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets available for distribution to holders of shares of a series of Preferred Stock shall be insufficient to pay such holders the full preferential amount to which they are entitled, such assets shall be distributed ratably among the shares of such series of Preferred Stock in proportion to the full amounts which would be payable on such shares if all amounts payable thereon were paid in full.

• Common Stock. The holders of Common Stock shall be entitled to one vote per share on each matter to be voted upon by the corporation’s shareholders. Except as otherwise required by law, or pursuant to the terms of any series of Preferred Stock, all series of Preferred Stock (upon which voting rights shall have been conferred) and the Common Stock shall vote together as a single class or voting group on any matter submitted to a vote of shareholders. Shares of Common Stock shall not have cumulative voting rights with respect to any matter.
• Series A Participating Preferred Stock.

Subsection 1. Designation and Amount. There shall be a series of Preferred Stock of the corporation which shall be designated as “Series A Participating Preferred Stock, without par value” (the “Series A Preferred Stock”), and the number of shares constituting such series shall be 200,000. Such number of shares may be increased or decreased by the Board of Directors without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the shares outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the corporation.

Subsection 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, without par value (“Common Stock”) of the corporation and of any other junior stock which may be outstanding, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, (i) quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 per share ($.01 per one one-hundredth of a share), or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per share equal to 100 times the aggregate per share amount of all noncash dividends or other distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock, by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or with respect to the first Quarterly Dividend Payment Date since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the corporation shall at any time after July 26, 2004 (the “Rights Declaration Date”), declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock are entitled under clauses (i)(b) or

(ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

• The corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in Subsection 2(A) immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share ($.01 per one one-hundredth of a share) on the Series A Preferred Stock shall nevertheless be payable, out of funds legally available for such purpose, on such subsequent Quarterly Dividend Payment Date.
• Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall cumulate but shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 30 days prior to the date fixed for the payment thereof.

Subsection 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

• Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes (and each one one-hundredth of a share of Series A Preferred Stock shall entitle the holder thereof to one vote) on all matters submitted to a vote of the shareholders of the corporation. In the event the corporation shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

• Except as otherwise provided in these Restated Articles of Incorporation or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of the shareholders of the corporation.

• Except as otherwise provided in these Restated Articles of Incorporation or by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required for taking any corporate action.

Subsection 4. Certain Restrictions.

• Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the corporation shall not:
• declare or pay dividends on, make any other distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
• declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
• redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
• purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any share of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
• The corporation shall not permit any subsidiary of the corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the corporation could, under Subsection 4(A), purchase or otherwise acquire such shares at such time and in such manner.

Subsection 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The corporation shall take all such action as is necessary so that all such shares shall after their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and may be reissued as part of a new series of Preferred Stock to be created by Articles of Amendment adopted by the Board of Directors without shareholder action, subject to the conditions and restrictions on issuance set forth herein.

Subsection 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received

the higher of (i) $1.00 per share ($.01 per one one-hundredth of a share), plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock; nor shall any distribution be made (B) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the corporation shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock are entitled under clause (A)(ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Subsection 7. Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, or otherwise changed, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the corporation shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Subsection 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. Notwithstanding the foregoing, the corporation may acquire shares of Series A Preferred Stock in any other manner permitted by law or these Restated Articles of Incorporation.

Subsection 9. Rank. Unless otherwise provided in these Restated Articles of Incorporation or an amendment thereof relating to a subsequent series of Preferred Stock of the corporation, the Series A Preferred Stock shall rank junior to all other series of the corporation’s Preferred Stock as to the payment of dividends and the distribution of assets on liquidation, dissolution or winding up, and senior to the Common Stock of the corporation.

Subsection 10. Amendment. These Restated Articles of Incorporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a class.

Subsection 11. Fractional Shares. Series A Preferred Stock may be issued in one-hundredths of a share or other fractions of a share which shall entitle the holder, in proportion to such

holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

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The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation, and for further definition, limitation and regulation of the powers of the corporation and of its directors and shareholders:

• Except as otherwise provided in these Restated Articles of Incorporation or the Bylaws of the corporation relating to the rights of the holders of any series of Preferred Stock, voting separately by group or series, to elect additional directors under specified circumstances, the number of directors of the corporation shall be as fixed from time to time by or pursuant to the Bylaws of the corporation. The directors, other than those who may be elected by the holders of any series of Preferred Stock, voting separately by group or series, shall be classified, with respect to the time for which they severally hold office, into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible, and shall be adjusted from time to time in the discretion of the President of the corporation to maintain such proportionality. The directors shall initially be classified into classes by the President of the corporation. Each initial director in Class I shall hold office for a term expiring at the 2007 annual meeting of shareholders, each initial director in Class II shall hold office initially for a term expiring at the 2008 annual meeting of shareholders, and each initial director in Class III shall hold office for a term expiring at the 2009 annual meeting of shareholders. Notwithstanding the foregoing provisions of this ARTICLE 4, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. At each annual meeting of shareholders commencing with the 2007 annual meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. Election of directors need not be by written ballot unless provided by the Bylaws of the corporation.

• (b) Except as otherwise provided in these Restated Articles of Incorporation or the Bylaws of the corporation relating to the rights of the holders of any series of Preferred Stock, voting separately by class or series, to elect directors under specified circumstances, any director or directors may only be removed from office at any time with cause by the affirmative vote of not less than a majority of the total number of votes of the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as single class. Unless previously filled by the vote of at least a majority of the total number of outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, any vacancy in the Board of Directors resulting from any such removal may be filled by the Board of Directors, or if the Directors remaining in office constitute less than a quorum then such vacancies may be filled by a vote of a majority of the directors then in office, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall have been elected and qualified or until their earlier death, resignation or removal.

• (c) In the event of any increase or decrease in the authorized number of directors, the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal in number as possible. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

• Notwithstanding the foregoing, whenever the holders of any one or more class or series of Preferred Stock issued by the corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Restated Articles of Incorporation applicable thereto, as the same may be amended from time-to-time, and such directors so elected shall not be divided into classes pursuant to this ARTICLE 4 unless expressly provided by such terms.

• Special meetings of shareholders of the corporation for any purpose or purposes may be called at any time by a majority of the Board of Directors, the President of the corporation or the holders of not less than 25 percent of all votes entitled to be cast on the matters to be considered at such meeting.

• In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, repeal, alter, amend or rescind the Bylaws of the corporation. In addition, the Bylaws of the corporation may be adopted, repealed, altered, amended, or rescinded by the affirmative vote of the holders of not less than a majority of the outstanding shares of capital stock of the corporation entitled to vote thereon, voting together as a single class.

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability, to the extent provided by applicable law, for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any unlawful distribution under ORS 60.367, or (iv) any transaction from which the director derived an improper personal benefit. If the Oregon Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Oregon Business Corporation Act, as so amended. This ARTICLE 5 shall not eliminate or limit the liability of a director for any act or omission which occurred prior to the effective date of its adoption. Any repeal or modification of this ARTICLE 5 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

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The Board of Directors of the corporation may provide, pursuant to Bylaws or other actions or agreements, that the corporation shall indemnify to the fullest extent permitted by the Oregon Business Corporation Act, as in effect at the time of the determination, any person who is made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including any action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or any of its subsidiaries, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974, as amended, with respect to any employee benefit plan of the corporation or any of its subsidiaries, or serves or served at the request of the corporation, or any of its subsidiaries, as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The rights of indemnification provided in this ARTICLE 6 shall be in addition to any rights to which any such person may otherwise be entitled under any future amendment to these Restated Articles of Incorporation or under any bylaw, agreement, statute, policy of insurance, vote of shareholders or board of directors, or otherwise, which exists at or subsequent to the time such person incurs or becomes subject to such liability and expense.

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The corporation reserves the right at any time and from time to time to amend, alter, rescind or repeal any provisions contained herein; and other provisions authorized by the laws of the State of Oregon at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, directors or any other persons whomsoever by or pursuant to these Restated Articles of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article.

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Notwithstanding any other provisions of these Restated Articles of Incorporation, other than ARTICLE 7, or the Bylaws of the corporation, the affirmative vote of the holders of not less than fifty-five percent (55%) of the total number of votes of the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or to adopt any provision inconsistent with the purpose or intent of, ARTICLE 4, ARTICLE 5, ARTICLE 6, ARTICLE 7 and ARTICLE 8 of these Restated Articles of Incorporation.

EX-10.1

Exhibit 10.1

THE GREENBRIER COMPANIES, INC.

2021 STOCK INCENTIVE PLAN, AS AMENDED SECTION 1. PURPOSE

The purpose of The Greenbrier Companies, Inc. 2021 Stock Incentive Plan, as amended, is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.

SECTION 3. ADMINISTRATION

• Administration of the Plan
• The Plan shall be administered by the Board or the Compensation Committee, which shall be composed of two or more directors.
• The members of the Compensation Committee shall meet the independence requirements of the applicable stock exchange upon which the Common Stock is listed. If any member of the Compensation Committee does not qualify as a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act, then Awards under the Plan for the executive officers of the Company and non-employee directors shall be administered by a subcommittee consisting of each Compensation Committee member who qualifies as a “non-employee director.” If fewer than two Compensation Committee members qualify as “non-employee directors,” then the Board shall

appoint one or more other Board members to such subcommittee who do qualify as “non-employee directors,” so that the subcommittee will at all times consist of two or more members all of whom qualify as “non-employee directors” for purposes of Rule 16b-3 promulgated under the Exchange Act.

• Notwithstanding the foregoing, and to the extent consistent with applicable law, the Company’s Articles of Incorporation and Bylaws, the Board or Compensation Committee may also delegate concurrent responsibility for administering the Plan, including with respect to designated classes of Eligible Persons, to other committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to grants of Awards to Participants who are subject to Section 16 of the Exchange Act. Members of any such committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Company’s Articles of Incorporation and Bylaws, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee” shall be, as applicable, to the Board, the Compensation Committee or any other committee or any officer to whom authority to administer the Plan has been delegated.

• Administration and Interpretation by Committee

• Except for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or agreement for use

under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) determine whether, to what extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant, subject to Section 409A of the Code and in accordance with Section 6.3 of the Plan; (viii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules, regulations and subplans as it shall deem appropriate for the proper administration and operation of the Plan; (x)

delegate ministerial duties to such of the Company’s employees as it so determines; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

• The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s reduction in hours of employment or service or working less than full-time shall be determined by the Company’s chief human resources officer or other officer performing that function, or with respect to directors or executive officers, by the Compensation Committee, whose determination shall be final.
• Interpretations and decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any Eligible Person. A majority of the members of the Committee may determine its actions.

SECTION 4. SHARES SUBJECT TO THE PLAN

• Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 15.1, the aggregate maximum number of shares of Common Stock available for issuance under the Plan shall be the number of shares of Common Stock available for issuance under the Plan immediately prior to the Amendment Effective Date plus 1,000,000 shares. Shares issued under the Plan shall be drawn from authorized and unissued shares.

• Share Usage

• Shares of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, is settled in cash in lieu of shares of Common Stock, or if shares of Common Stock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company due to the failure to vest, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. With respect to the exercise of Stock Appreciation Rights and Options, the gross Shares of common stock underlying such Awards will cease to be available under the Plan, and any shares of Common Stock tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of such Awards or to satisfy tax withholding obligations in connection with such Awards shall not become available for future Awards under the Plan. With respect to Awards other than Stock Appreciation Rights and Options, any shares of Common Stock tendered by a Participant or retained by the Company to satisfy tax withholding obligations in connection with such Award shall become available for future Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall be reduced to reflect any dividends or dividend equivalents that are paid with respect to an Award in the form of shares of Common Stock.

• The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.

• Notwithstanding any other provision of the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not adopted in contemplation of the merger, acquisition or combination pursuant to which such entity becomes and Acquired Entity, then, to the extent determined by the Board or the Committee, the shares available for grant pursuant to the terms of such preexisting plans (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such merger, acquisition or combination to determine the

consideration payable to holders of securities of the entities that are parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the merger, acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a Related Company prior to such merger, acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger, acquisition or combination is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

• Notwithstanding any other provision of this Section 4.2 to the contrary, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 15.1.

• Limitations

• Limitations on Awards to Nonemployee Directors. Notwithstanding any other provision of this Plan to the contrary, the aggregate value of cash compensation and the grant date fair value of Awards (computed as of the date of grant in accordance with applicable financial accounting rules) that may be awarded or granted during any calendar-year period to any non-employee director in respect of the director’s service as a member of the Board shall not exceed $750,000, increased to $1,000,000 for the calendar year in which such director joins the Board as a non-employee director.

• Limitations on Options and SARs. In no event shall the Board or Committee have the right, without prior shareholder approval, to (i) lower the exercise or grant price of an Option or SAR after it is granted, except in connection with adjustments provided in Section 15; (ii) cancel an Option or SAR at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for another option or stock appreciation right, restricted stock, stock units or other equity award, or cash, regardless of whether such

cancellation and exchange would be considered a “repricing” under generally accepted accounting principles and regardless of whether such cancellation and exchange is voluntary on the part of the Participant, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction or; (iii) take any other action that is treated as a repricing under generally accepted accounting principles; or (iv) issue an Option or SAR that provides for, or amend an outstanding Option or SAR to provide for, the grant or issuance of a new Option or SAR on exercise of the original Option or SAR. Notwithstanding anything to the contrary, any amendment to this Section 4.3(b) shall be contingent upon the approval of the Company’s shareholders.

SECTION 5. ELIGIBILITY

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in

connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

• Form, Grant and Settlement of Awards

The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.

• Evidence of Awards

Awards granted under the Plan shall be evidenced by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan.

• Deferrals

The Committee may permit or require a Participant to defer receipt of the payment of any Award. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit equivalents. Deferral of any Award or payment thereunder shall comply with all applicable law, rules and regulations, and shall satisfy either the requirements for exemption from Section 409A or the requirements of Section 409A as determined by the Committee prior to such deferral.

• Dividends and Distributions

Participants may, if the Committee so determines, be credited with dividends or dividend equivalents paid with respect to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing or anything to the contrary in the Plan, (i) any dividends or dividend equivalents credited to an Award shall accrue and be paid only to the extent the Award becomes vested or payable and (ii) except as provided in Section 15.1, in no event may dividends or dividend equivalents be paid with respect to an Option or SAR. Also, notwithstanding the foregoing, crediting of dividends or dividend equivalents must comply with or qualify for an exemption under Section 409A.

SECTION 7. OPTIONS

• Grant of Options

The Committee may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.

• Option Exercise Price

Options shall be granted with an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date, except in the case of Substitute Awards.

• Term of Options

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from the Grant Date.

• Exercise of Options
• The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time.
• To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described in Section 7.5. An Option may be

exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.

• Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include:

• cash;

• check or wire transfer;

• having the Company withhold shares of Common Stock that would otherwise be issued on exercise of a Nonqualified Stock Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

• tendering (either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

• so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

• such other consideration as the Committee may permit, provided that in no event may a promissory note be used as a form of consideration for exercising an Option.

• Effect of Termination of Service

• The Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time.

• If the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited solely because the issuance of Common Stock would violate either the registration requirements under the Securities Act or the Company’s insider trading policy, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date or (ii) the expiration of a period of three months (or such longer period of time as determined by the Committee in its sole discretion) after the Participant’s Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or insider trading policy requirements.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provision of the Plan to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder. Incentive Stock Options may only be granted to employees of the Company or any “parent corporation” or “subsidiary corporation” (each as defined in Section 424 of the Code) with respect to the Company. If the shareholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the Plan (or the Board’s adoption of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code) Incentive Stock Options granted under the Plan after the date of the Board’s adoption (or approval) will be treated as Nonqualified Stock Options. No Incentive Stock Options may be granted more than ten years after the earlier of the most recent approval by the Board or the most recent approval by the shareholders of the Plan (or any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code).

SECTION 9. STOCK APPRECIATION RIGHTS

• Grant of Stock Appreciation Rights

The Committee may grant Stock Appreciation Rights to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option (a “tandem SAR”) or alone (a “freestanding SAR”). The grant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. A SAR may be exercised upon such terms and conditions and for such term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.

• Payment of SAR Amount

Upon the exercise of an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

• Waiver of Restrictions

The Committee, in its sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS

• Grant of Stock Awards, Restricted Stock and Stock Units

The Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous employment or service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.

• Vesting of Restricted Stock and Stock Units

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions on Restricted Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 13, (a) the shares covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock.

• Waiver of Restrictions

The Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Units under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.

SECTION 11. PERFORMANCE AWARDS

• Performance Units

The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award.

Performance Units shall consist of a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.

Notwithstanding the foregoing, and subject to Section 18.5, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

• Other Performance Awards

The Committee may grant Awards denominated in cash or property other than shares of Common Stock, designate the Participants to whom such Awards are to be awarded and determine the amount and the terms and conditions of each such Award. The value of Awards denominated in cash or property other than shares of Common Stock may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.

Notwithstanding the foregoing, and subject to Section 18.5, the amount to be paid under an Award denominated in cash or property other than shares of Common Stock may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

SECTION 12. OTHER STOCK OR CASH-BASED AWARDS

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan.

SECTION 13. WITHHOLDING

• Payment of Tax Withholding and Other Obligations

The Company may require the Participant to pay to the Company or a Related Company, as applicable, the amount of (a) any taxes that the Company or a Related Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award or any other taxable or tax withholding event related to an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“other obligations”). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

• Payment Methods

The Committee, in its sole discretion, may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other obligations by one or a combination of any of the following: (a) paying cash to the Company or a Related Company, as applicable, (b) having the Company, or a Related Company, as applicable, withhold an amount from any cash amounts otherwise due or to become due from the Company or a Related Company to the Participant, (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations, (e) selling shares of Common Stock issued under an Award on the open market or to the Company, or (f) taking such

other action as may be necessary in the opinion of the Committee to satisfy any applicable tax withholding obligations or other obligations. The value of the shares so withheld or surrendered may not exceed the maximum statutory tax rate in the applicable jurisdiction or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes, as determined by the Committee in its sole discretion.

SECTION 14. ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent, at the discretion of the Committee, the instrument evidencing the Award permits the Participant to designate one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award without consideration, subject to such terms and conditions as the Committee shall specify. For the avoidance of doubt, Awards may not be transferred to financial institutions.

SECTION 15. ADJUSTMENTS

• Adjustment of Shares
• In the event that, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend that has a material effect on the price of Common Stock, or other similar occurrence occurs, or a change in the Company’s corporate or capital structure results in (i) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (ii) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments as it, in its sole discretion, deems equitable in: (A) the maximum number and kind of securities available for issuance under the Plan; (B) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2; and (C) the number and kind of securities that are subject to any outstanding Award and, if applicable, the per share price of such securities.
• Adjustments, if any, and any determinations or interpretations made by the Committee as to whether any adjustment shall be made, including any determination of whether a distribution is other than a normal cash dividend or is a cash dividend that will have a material effect on the price of issued shares, and the terms of any of the foregoing adjustments shall be conclusive and binding.
• Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards or securities as described in Section 15.1(a)(A)-(C). Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Change in Control shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively.
• Dissolution or Liquidation

To the extent not previously exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

• Change in Control

Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services or other agreement or arrangement between the Participant and the Company or a Related Company, in the event of a Change in Control:

• All outstanding Awards that are subject solely to vesting based on continued employment or service with the Company or a Related Company shall become fully vested and immediately exercisable or payable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change in Control and such Awards shall terminate at the effective time of the Change in Control; provided, however, that with respect to a Change in Control that is not covered by clause (a) of the definition of Change in Control and in which such Awards could be converted, assumed, substituted for or replaced by the Successor Company, such Awards shall become fully vested and exercisable or payable, all applicable restrictions or forfeiture provisions shall lapse, and such Awards shall terminate at the effective time of the Change in Control, only if and to the extent such Awards are not converted, assumed, substituted for or replaced by the Successor Company. If and to the extent that the Successor Company so converts, assumes, substitutes for or replaces an Award, the vesting restrictions and/or forfeiture provisions applicable to such Award shall not be accelerated or lapse, and all such vesting restrictions and/or forfeiture provisions shall continue with respect to any shares of the Successor Company or other consideration that may be received with respect to such Award.

For the purposes of this Section 15.3, an Award shall be considered converted, assumed, substituted for or replaced by the Successor Company if following the Company Transaction the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Company Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Committee may, with the consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and binding.

• All Performance Units and other outstanding Awards that are subject to vesting based on the achievement of specified performance goals, and that are earned and outstanding as of the date the Change in Control is determined to have occurred, and for which the payout level has been determined, shall be payable in full in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining outstanding Performance Units and other outstanding Awards that are subject to vesting based on the achievement of specified performance goals (including any applicable performance period) for which the payout level has not been determined shall be deemed earned using actual results measured against the performance goals as of the Change in Control (or, if higher,

“target” level performance). With respect to a Change in Control that is covered by clause (a) of the definition of Change in Control, such earned Awards shall become fully vested and immediately exercisable or payable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change in Control and such Awards shall terminate at the effective time of the Change in Control. With respect to a Change in Control that is not covered by clause (a) of the definition of Change in Control and in which such earned Awards could be converted, assumed, substituted for or replaced by the Successor Company, such Awards shall become fully vested and immediately exercisable or payable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change in Control and such Awards shall terminate at the effective time of the Change in Control if and to the extent such Awards are not converted, assumed, substituted for or replaced by the Successor Company. If and to the extent that the Successor Company so converts, assumes, substitutes for or replaces an Award, the time-vesting restrictions and/or forfeiture provisions applicable to such Award shall not be accelerated or lapse, and all such time-vesting restrictions and/or forfeiture provisions shall continue with respect to any shares of the Successor Company or other consideration that may be received with respect to such Award.

• For the avoidance of doubt, nothing in this Section 15.3 requires all outstanding Awards to be treated similarly.

• No Limitations

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

• Section 409A

Notwithstanding any other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 15 to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any adjustments made pursuant to this Section 15 to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section 409A.

SECTION 16. [RESERVED]

SECTION 17. AMENDMENT AND TERMINATION

• Amendment, Suspension or Termination

The Board or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires shareholder approval must initially be approved by the Board. Subject to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.

• Term of the Plan

The Plan shall terminate automatically on the date that is ten years after October 23, 2025, the date the Board approved the most recent amendment of the Plan, and may be terminated on any earlier date as described in Section

17.1. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.

• Consent of Participant

The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.

Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions. Also notwithstanding the foregoing, and subject to Section 18.5, the Board shall have broad authority to amend the Plan or any outstanding Award without the consent of a Participant to the extent the Board deems necessary or advisable to (i) comply with, or take into account, changes in applicable tax laws, securities laws, accounting rules and other applicable law, rules and regulations or (ii) to ensure that an Award is not subject to additional taxes, interest or penalties under Section 409A.

SECTION 18. GENERAL

• No Individual Rights

• No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.

• Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment or service contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause.

• Issuance of Shares

• Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

• The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

• The inability of the Company or impracticability for the Company, as determined by the Committee in its sole discretion, to obtain or maintain approval from any regulatory body having jurisdiction or to comply with applicable requirements, which approval and compliance are deemed by the Company’s counsel to be necessary to the lawful issuance, delivery, and sale of any shares of Common Stock, shall relieve the Company of any liability in respect of the failure to issue, deliver, or sell such shares as to which the requisite approval has not been obtained or as to which any necessary requirements are not met.

• As a condition to the exercise or receipt of Common Stock pursuant to an Award under the Plan, the Company may require (i) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or distribute such shares and (ii) such other action or agreement by the Participant as may from time to time be necessary to comply with federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may

also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

• To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

• No fractional shares of Common Stock shall be issued under the Plan, and the Committee shall determine the manner in which fractional share value shall be treated.

• Indemnification

• To the extent consistent with applicable law, the Company’s Articles of Incorporation and Bylaws, each person who is or shall have been a member of the Board, the Compensation Committee or a committee appointed by the Board or an officer of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement

thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person; provided, however, unless such loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf.

• The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s Articles of Incorporation and Bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

• No Rights as a Shareholder

Unless otherwise provided by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement, and subject to Section 6.4, no Award shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

• Compliance with Laws and Regulations
• In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code, although the Company makes no representations that Options granted as Incentive Stock Options will maintain such qualification.
• The Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5), or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any Awards granted under the Plan comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i) of the Code, and (ii) each payment made under this Plan and any Award granted under the Plan shall be treated as a separate payment and the right to a series of installment payments under this Plan or any such Award shall be treated as a right to a series of separate payments. In addition, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i) of the Code, shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation

from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan.

• Also notwithstanding any other provision of the Plan to the contrary, the Board or the Committee shall have broad authority to amend the Plan or any outstanding Award without the consent of the Participant to the extent the Board or the Committee deems necessary or advisable to comply with, or take into account, changes in applicable tax laws, securities laws, accounting rules or other applicable laws, rules or regulations.

• Participants in Other Countries or Jurisdictions

Without amending the Plan, the Committee may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt, amend or rescind such modifications, procedures or subplans under the Plan as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or where Participants may reside to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions meet the requirements that permit the Plan to

operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

• No Trust or Fund

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

• Successors

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

• Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

• Choice of Law and Venue

The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Oregon without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Oregon.

• Legal Requirements

The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required, whether located in the United States or a foreign jurisdiction.

• Clawback/Recoupment

Notwithstanding anything to the contrary herein, each Award, amount or benefit received under this Plan shall be subject to the Company’s Mandatory Clawback Policy, as may be amended from time to time, and shall also be subject to cancellation, recoupment, rescission, payback or other action in accordance with the terms of any other applicable Company clawback or recoupment or similar policy or any applicable law, as may be in effect from time to time. A Participant’s receipt of an Award shall be deemed to constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any applicable Company clawback policy and any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation that may apply to the Participant, whether adopted prior to or following the date of the Award.

SECTION 19. INITIAL EFFECTIVE DATE

The Plan initially became effective on January 6, 2021. The Plan, as amended by the Board on October 23, 2025, shall become effective on the day immediately following the date of the Company’s annual meeting of shareholders at which it is approved by the Company’s shareholders (the “Amendment Effective Date”).

APPENDIX A DEFINITIONS

As used in the Plan,

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

“Amendment Effective Date” has the meaning set forth in Section 19.

“Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Restricted Stock Unit, Stock Unit, Performance Unit, performance-vesting Award denominated in cash or property other than shares of Common Stock, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.

“Board” means the Board of Directors of the Company.

“Cause,” unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, willful and

continued failure to perform substantially the Participant’s duties with the Company, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources officer or other officer performing that function or in the case of directors and executive officers, the Board or the Compensation Committee, whose determination shall be conclusive and binding.

“Change in Control,” means the occurrence of any of the following events:

• a change in the composition of the Board during any period of 12 consecutive calendar months, such that the individuals who, as of the beginning of the period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member

of the Board and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any individual who becomes a member of the Board as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; or

• consummation of a Company Transaction.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. “Committee” has the meaning set forth in Section 3.1.

“Common Stock” means the common stock, par value $0.01 per share, of the Company. “Company” means The Greenbrier Companies, Inc., an Oregon corporation.

“Company Transaction,” means consummation of:

• a merger or consolidation of the Company with or into any other company;
• a sale in one transaction or a series of transactions undertaken with a common purpose of at least 50% of the Company’s outstanding voting securities; or
• a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets;

excluding, however, in each case, a transaction pursuant to which

• the Entities who are the beneficial owners of the outstanding shares of Common Stock (the “Outstanding Company Common Stock”) and the combined voting power of the outstanding voting securities of the Company

entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) immediately prior to such Company Transaction will beneficially own, directly or indirectly, at least 50% of the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Successor Company in substantially the same proportions as their ownership, immediately prior to such Company Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities;

• no Entity (other than the Company, any employee benefit plan (or related trust) of the Company, a Related Company or a Successor Company) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the Successor Company or the combined voting power of the outstanding voting securities of the Successor Company entitled to vote generally in the election of directors unless such ownership resulted solely from ownership of securities of the Company prior to the Company Transaction; and
• individuals who were members of the Incumbent Board will immediately after the consummation of the Company Transaction constitute at least a majority of the members of the board of directors of the Successor Company.

Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated.

“Compensation Committee” means the Compensation Committee of the Board.

“Disability,” unless otherwise defined by the Committee for purposes of the Plan in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other officer performing that function or, in the case of directors and executive officers, the Board or the Committee, whose determination shall be conclusive and binding. Notwithstanding the foregoing, with respect to Incentive Stock Options, “Disability” shall have the meaning attributed to that term for purposes of Section 422 of the Code.

“Eligible Person” means any person eligible to receive an Award as set forth in Section 5.

“Entity” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” means the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish.

“Grant Date” means the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee.

“Incentive Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision.

“Incumbent Board” has the meaning set forth in the definition of “Change in Control.” “Nonqualified Stock Option” means an Option other than an Incentive Stock Option.

“Option” means a right to purchase Common Stock granted under Section 7. “Option Expiration Date” means the last day of the maximum term of an Option.

“Outstanding Company Common Stock” has the meaning set forth in the definition of “Company Transaction.”

“Outstanding Company Voting Securities” has the meaning set forth in the definition of “Company Transaction.” “Parent Company” means a company or other entity which as a result of a Company Transaction owns the

Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries. “Participant” means any Eligible Person to whom an Award is granted.

“Performance Award” means an Award of Performance Units, or an Award denominated in cash or property other than shares of Common Stock, granted under Section 11.

“Performance Units” means an Award of units denominated in shares of Common Stock granted under Section 11.1.

“Plan” means The Greenbrier Companies, Inc. 2021 Stock Incentive Plan, as amended.

“Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the Company, as determined by the Committee in its sole discretion.

“Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by the Committee.

“Restricted Stock Unit” means a Stock Unit subject to restrictions prescribed by the Committee.

“Retirement,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Committee or, if not so defined, means Termination of Service on or after the date

the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code. “Section 409A” means Section 409A of the Code.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Stock Appreciation Right” or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price.

“Stock Award” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Committee.

“Stock Unit” means an Award denominated in units of Common Stock granted under Section 10.

“Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity to convert, replace or adjust such awards to reflect the applicable transaction.

“Successor Company” means the surviving company, the successor company or Parent Company, as applicable, in connection with a Company Transaction.

“Termination of Service,” unless the Committee determines otherwise with respect to an Award, means a termination of employment or service relationship with the Company or a Related Company for any reason, whether

voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other officer performing that function or with respect to directors and executive officers, by the Board or the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. A

Participant’s change in status from an employee of the Company or a Related Company to a non-employee director, consultant, advisor, or independent contractor of the Company or a Related Company, or a change in status from a non-employee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.

EX-10.2

Exhibit 10.2

THE GREENBRIER COMPANIES, INC. VESTED STOCK UNIT AWARD NOTICE 2021 STOCK INCENTIVE PLAN

(Non-Employee Directors)

The Greenbrier Companies, Inc. (the "Company") has granted to you (the "Participant”) a Vested Stock Unit Award (the "Award"). The Award is subject to all the terms and conditions set forth in this Vested Stock Unit Award Notice (the "Award Notice"), the Vested Stock Unit Award Agreement (the "Agreement"), the Company's 2021 Stock Incentive Plan (the "Plan") and the Stock Incentive Grant Program for Non-Employee Directors under the Plan (the "Program"), which are attached to and incorporated into the Award Notice in their entirety.

Participant:
Grant Date:	January 7, 2026
Number of Vested Stock Units ("Units"):	3,465

Vesting Schedule: 100% of the Units covered by the Award will be immediately vested and payable on the Grant Date.

Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, the Award Notice, the Agreement and the Plan. You further acknowledge that as of the Grant Date, the Award Notice, the Agreement and the Plan, including the Program, set forth the entire understanding between you and the Company regarding the Award and supersede all prior oral and written agreements on the subject. If you do not execute and return this Award Notice within thirty days following the Grant Date, the Award will be null and void, and the Company will have the right to cancel the Award and recoup any Shares (or the value thereof) previously issued or delivered pursuant to the Award.

THE GREENBRIER COMPANIES, INC.	PARTICIPANT

1604305702.2

<br>By: Lorie L. Tekorius<br>Its: Chief Executive Officer & President
Incorporated Documents:<br>1. Vested Stock Unit Award Agreement<br>2. 2021 Stock Incentive Plan<br>3. Plan Summary

-2-

THE GREENBRIER COMPANIES, INC.

2021 STOCK INCENTIVE PLAN

VESTED STOCK UNIT AWARD AGREEMENT

Pursuant to your Vested Stock Unit Award Notice (the "Award Notice") and this Vested Stock Unit Award Agreement (this "Agreement"), The Greenbrier Companies, Inc. (the "Company") has granted you a Vested Stock Unit Award (the "Award") under its 2021 Stock Incentive Plan (the "Plan") for the number of Vested Stock Units indicated in your Award Notice. Capitalized terms not explicitly defined in this Agreement or the Award Notice but defined in the Plan shall have the same definitions as in the Plan.

The details of the Award are as follows:

1. Vesting and Settlement

Subject to the terms of this Agreement, the Award shall be immediately vested and payable. One share of the Company's Common Stock (each, a "Share") will be issuable for each Stock Unit that is vested and payable. The Company will issue the Shares by registering the Shares in book entry form with the Company's transfer agent in your name and any applicable restrictions will be noted in the records of the Company's transfer agent and in the book entry system. The Shares will be issued no later than 30 days following the Grant Date.

2. Securities Law Compliance

2.1 You represent and warrant that you (a) have been furnished with a copy of the Plan and all information which you deem necessary to evaluate the merits and risks of receipt of the Award, (b) have had the opportunity to ask questions and receive answers concerning the information received about the Award and the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company.

2.2 You hereby agree that you will in no event sell or distribute all or any part of the Shares unless (a) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the

Company has no obligation to you to maintain any registration of the Shares with the SEC and has not represented to you that it will so maintain registration of the Shares.

2.3 You confirm that you have been advised, prior to your receipt of the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the "Acts") and that the Shares cannot be resold unless they are registered under the Acts or unless an exemption from such registration is available.

2.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in this Agreement or the breach by you of any terms or conditions of this Agreement.

3. Transfer Restrictions

Prior to settlement in Shares, the Units may not be sold, transferred, assigned, encumbered, pledged or otherwise disposed of, whether voluntarily or by operation of law.

4. No Rights as Stockholder

You will not have voting or other rights as a stockholder of the Common Stock with respect to the Units until the Company has issued the Shares by registering the Shares in book entry form with the Company's transfer agent in your name.

5. Independent Tax Advice

You acknowledge that determining the actual tax consequences to you of receiving or disposing of the Units and the Shares may be complicated. These tax consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You are aware that you should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving the Units and receiving or disposing of the Shares. Prior to executing the Award Notice, you either have consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt of the Units and the receipt or disposition of the Shares in light of your specific situation or you have had the opportunity to consult with such a tax advisor but chose not to do so.

6. Withholding

6.1 Responsibility for Taxes. You are ultimately responsible for all taxes owed in connection with the Award (e.g., upon vesting and/or upon receipt of the Shares), including any federal, state, local or foreign taxes of any kind required by law to be withheld by the Company or a Related Company in connection with the Award, including FICA or any other tax obligation (the "Tax Withholding Obligation"), regardless of any action the Company or any Related Company takes with respect to any such Tax Withholding Obligation. The Company makes no representation or undertaking regarding the adequacy of any tax withholding made in connection with the Award. The Company has no obligation to deliver Shares pursuant to the Award until you have satisfied the Tax Withholding Obligation.

6.2 Tax Withholding. While the Company anticipates that it will have no Tax Withholding Obligations in connection with the Award, as a condition to the issuance of Shares pursuant to this Award, you agree to make arrangements satisfactory to the Company for the payment of the Tax Withholding Obligation that arises upon receipt of the Shares or otherwise. The Company may withhold from the Shares the number of whole Shares required to satisfy the minimum applicable Tax Withholding Obligation, the number to be determined by the Company based on the Fair Market Value of the Company's Common Stock on the date the Company is required to withhold. The Company may require you to satisfy your Tax Withholding Obligation by instructing and authorizing the Company and the brokerage firm determined acceptable to the Company for such purpose to sell on your behalf a whole number of Shares from those Shares issuable to you in payment of Vested Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. Notwithstanding the forgoing, to the maximum extent permitted by law, the Company has the right to retain without notice from salary or other amounts payable to you, an amount sufficient to satisfy the Tax Withholding Obligation.

7. General Provisions

7.1 No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

7.2 Undertaking. You hereby agree to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either you or the Units pursuant to the express provisions of this Agreement.

7.3 Successors and Assigns. The provisions of this Agreement and the Award Notice will inure to the benefit of, and be binding on, the Company and its successors and assigns and you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

7.4 No Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute an employment or service contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other service relationship at any time, with or without Cause.

7.5 Section 409A Compliance. This Award and any Shares issuable thereunder are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any other provision in this Award Agreement, the Award Notice and the Plan to the contrary, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but will not be required, to unilaterally amend or modify this Award Agreement or the Award Notice so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Award will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Award. No provision of this Award Agreement or the Award Notice will be interpreted or construed to transfer any liability for failure to comply with Section 409A from you or any other individual to the Company. By executing the Award Notice, you agree that you will be deemed to have waived any claim against the Company with respect to any such tax consequences.

EX-10.3

Exhibit 10.3

SERIES 2026-1 SUPPLEMENT

GBX LEASING 2022-1 LLC, as Issuer,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee

dated as of February 4, 2026

______________________________

SERIES 2026-1 NOTES

______________________________

Table of Contents

Page

article I DEFINITIONS	1
Section 1.01 Definitions	1
article II THE SERIES 2026-1 NOTES	4
Section 2.01 Designation of Series; Series 2026-1 Notes	4
Section 2.02 Grant of Security Interest in 2026-1 Series Account	5
Section 2.03 Authentication and Delivery	5
Section 2.04 Interest Payments on the Series 2026-1 Notes	6
Section 2.05 Principal Payments on the Series 2026-1 Notes	6
Section 2.06 Prepayment of Principal on the Series 2026-1 Notes	6
Section 2.07 Manner of Payment	9
Section 2.08 Restrictions on Transfer	9
Section 2.09 Final Maturity Date	9
article III 2026-1 SERIES ACCOUNT	10
Section 3.01 2026-1 Series Account	10
Section 3.02 Distributions from 2026-1 Series Account	10
Section 3.03 Liquidity Facility	10
Section 3.04 Liquidity Facility Collateral Account	10
article IV CONDITIONS TO ISSUANCE	10
Section 4.01 Conditions to Issuance	10
article V REPRESENTATIONS AND WARRANTIES	10
Section 5.01 Master Indenture Representations and Warranties	10
article VI AMENDMENT TO MASTER INDENTURE	11
Section 6.01 Amendment	11
Section 6.02 Direction	11
article VII MISCELLANEOUS PROVISIONS	11
Section 7.01 Ratification of Master Indenture	11
Section 7.02 Counterparts	11
Section 7.03 Governing Law	11
Section 7.04 Notices to the Rating Agency	11
Section 7.05 Notices to the Liquidity Facility Provider	11
Section 7.06 Amendments and Modifications	12
i
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Table of Contents (continued)

Page

EXHIBITS

EXHIBIT A	Form of Class A Note
EXHIBIT B	Form of Class B Note

SCHEDULES

SCHEDULE 1	Description of Additional Railcars and Additional Leases
ii
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SERIES 2026-1 SUPPLEMENT, dated as of February 4, 2026 (this “Series 2026-1 Supplement”), issued pursuant to, and incorporating the terms of, the Master Indenture, dated as of February 9, 2022 (as amended, modified or supplemented from time to time, the “Master Indenture”, and, together with this Series 2026-1 Supplement, the “Series 2026-1 Indenture”) between GBX LEASING 2022-1 LLC, a Delaware limited liability company (the “Issuer”), and U.S. Bank TRUST COMPANY, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

WITNESSETH THAT:

WHEREAS, the Issuer and the Indenture Trustee wish to set forth the Principal Terms of a Series of Notes with two Classes (the Class A Notes and the Class B Notes) within such Series to be issued pursuant to this Series 2026-1 Supplement; and

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

article I

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Master Indenture. Whenever used in this Series 2026-1 Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

“144A Book-Entry Notes” means Series 2026-1 Notes substantially in the form attached as Exhibit A or Exhibit B hereto, with the applicable legend for 144A Book-Entry Notes required by Section 2.02 of the Master Indenture inscribed on the face thereof.

“2026-1 Series Account” means the Series Account for the Series 2026-1 Notes, established in accordance with Section 3.01 hereof and Sections 3.01 and 3.07 of the Master Indenture. The account number of the 2026-1 Series Account is 298675000.

“Average Life Date” is defined in Section 2.06(c).

“Class A Interest Rate” means five point one three (5.13%) per annum.

“Class A Note” means an Equipment Note substantially in the form of Exhibit A.

“Class A Optional Redemption” is defined in Section 2.06(a).

“Class A Optional Redemption Date” is defined in Section 2.06(a).

“Class A Redemption Premium” is defined in Section 2.06(a).

[Series Supplement (Series 2026-1)]

“Class A Stated Interest Amount” means, for any Payment Date, an amount equal to the “Stated Interest Amount” (as defined in the Master Indenture) calculated with respect to the Class A Notes. The Class A Stated Interest Amount constitutes the Stated Interest Amount for the Class A Notes.

“Class B Interest Rate” means five point three zero percent (5.30%) per annum.

“Class B Note” means an Equipment Note substantially in the form of Exhibit B.

“Class B Optional Redemption” is defined in Section 2.06(b).

“Class B Optional Redemption Date” is defined in Section 2.06(b).

“Class B Redemption Premium” is defined in Section 2.06(b).

“Class B Stated Interest Amount” means, for any Payment Date, an amount equal to the “Stated Interest Amount” (as defined in the Master Indenture) calculated with respect to the Class B Notes. The Class B Stated Interest Amount constitutes the Stated Interest Amount for the Class B Notes.

“Closing Date” for the Series 2026-1 Notes means February 4, 2026.

“Control Party” for the Series 2026-1 Notes means the Majority Noteholders.

“Equipment Note Purchase Agreement” means, with respect to the Equipment Notes, the Note Purchase Agreement, dated January 27, 2026, among the Issuer, GBX Leasing, LLC and the Initial Purchasers signatory thereto.

“H.15(519)” is defined in Section 2.06(c).

“Initial Purchasers” means each “Initial Purchaser” within the meaning of and as defined in the Equipment Note Purchase Agreement.

“July 2028 Payment Date” means the Payment Date occurring in July 2028.

“Majority Noteholders” means with respect to the Series 2026-1 Notes, as of any date of determination, Noteholders of Series 2026-1 Notes that, individually or in the aggregate, evidence more than fifty percent (50%) of the then aggregate Outstanding Principal Balance of the Series 2026-1 Notes.

“Marginal Interest” is defined in Section 2.04(b).

“Offering Circular” means the Issuer’s final offering circular dated January 27, 2026 relating to the offering of the Series 2026-1 Notes.

“Optional Redemption” means a voluntary prepayment by the Issuer of all of the Outstanding Principal Balance of the Series 2026-1 Notes (or a Class thereof) in accordance with the terms of this Series 2026-1 Supplement.

[Series Supplement (Series 2026-1)]

“Rapid Amortization Additional Interest Rate” means four percent (4%) per annum.

“Rapid Amortization Date” means the date, if any, on which the Rapid Amortization Event occurs with respect to the Series 2026-1 Notes.

“Rapid Amortization Event” means, with respect to the Series 2026-1 Notes, that the aggregate Outstanding Principal Balance of the Series 2026-1 Notes (after all payments on the Series 2026-1 Notes on the applicable Payment Date) exceeds zero on the Payment Date falling in February 2033.

“Rating Agency” means, in connection with the Series 2026-1 Notes, S&P.

“Redemption Premium” means the Class A Redemption Premium or the Class B Redemption Premium, as applicable, which amount shall be the Redemption Premiums for each respective Class of the Series 2026-1 Notes.

“Regulation S Temporary Book-Entry Notes” means Series 2026-1 Notes in the form attached as Exhibit A or Exhibit B, as the case may be, with the applicable legend for Regulation S Temporary Book-Entry Notes required by Section 2.02 of the Master Indenture inscribed on the face thereof.

“Remaining Weighted Average Life” is defined in Section 2.06(c).

“Scheduled Targeted Principal Balance” means (a) with respect to the Class A Notes and each Payment Date, the amount set forth opposite such Payment Date on Appendix B-1 to the Offering Circular under the column titled “Principal Balance ($)” and (b) with respect to the Class B Notes and each Payment Date, the amount set forth opposite such Payment Date on Appendix B-2 to the Offering Circular under the column titled “Principal Balance ($)”; provided that the Scheduled Targeted Principal Balance for each Class of the Series 2026-1 Notes is subject to adjustment from time to time pursuant to Section 3.14 of the Master Indenture.

“Series 2026-1 Final Maturity Date” means the Payment Date occurring in February 2056, which shall constitute the Final Maturity Date with respect to the Series 2026-1 Notes.

“Series 2026-1 Issuance Expenses” means the Issuance Expenses relating to the issuance of the Series 2026-1 Notes.

“Series 2026-1 Noteholders” means the Noteholders of the Series 2026-1 Notes, or any Class of such Notes, as the context may require.

“Series 2026-1 Notes” means Notes, designated as the Class A Notes and the Class B Notes, in each case, to be issued on the Closing Date and having the terms and conditions specified in this Series 2026-1 Supplement, substantially in the respective form of Exhibit A and Exhibit B hereto, and including any and all replacements, extensions, substitutions or renewals of such Notes.

“Series 2026-1 Optional Redemption Date” is defined in Section 2.06(d).

[Series Supplement (Series 2026-1)]

“Series Account” means, with respect to the Series 2026-1 Notes, the 2026-1 Series Account.

“Stated Interest Amount” means, with respect to the Series 2026-1 Notes and any Payment Date, an amount equal to the Class A Stated Interest Amount and the Class B Stated Interest Amount.

“Stated Rate” means (i) with respect to the Class A Notes, the Class A Note Interest Rate and (ii) with respect to the Class B Notes, the Class B Note Interest Rate.

“Treasury Rate” is defined in Section 2.06(c).

“Unrestricted Book-Entry Notes” means Series 2026-1 Notes substantially in the form of Exhibit A or Exhibit B, with the applicable legend required by Section 2.02 of the Master Indenture for Unrestricted Book-Entry Notes inscribed on the face thereof.

article II

THE SERIES 2026-1 NOTES

Section 2.01 Designation of Series; Series 2026-1 Notes.

(a) There is hereby created a Series of Notes under the Series 2026-1 Indenture to be known as the “Series 2026-1 Notes” or, with respect to any Equipment Notes, the “Secured Railcar Equipment Notes, Series 2026-1”.

(b) There is hereby created within the Series 2026-1 Notes two separate Classes, designated as the “Class A Notes” and the “Class B Notes”. The Series 2026-1 Notes will be issued in the initial principal balance as set forth below:

(i) the Class A Notes will be issued in the initial principal balance of two hundred eighty million four hundred twenty five thousand dollars ($280,425,000); and

(ii) the Class B Notes will be issued in the initial principal balance of nineteen million five hundred seventy five thousand dollars ($19,575,000).

(c) The Class A Notes are classified as “Additional Notes”, “Series 2026-1 Notes”, “Class A Equipment Notes” and “Fixed Rate Notes”, as each such term is used in the Master Indenture. The Class B Notes are classified as “Additional Notes”, “Series 2026-1 Notes”, “Class B Equipment Notes” and “Fixed Rate Notes”, as each such term is used in the Master Indenture. The Series 2026-1 Notes will be rated on the Closing Date by S&P, and the Series 2026-1 Notes will be paid in accordance with the Flow of Funds.

(d) The first Payment Date with respect to the Series 2026-1 Notes shall be the Payment Date in February 2026.

(e) Payments of principal on the Series 2026-1 Notes shall be payable from funds on deposit in the 2026-1 Series Account or otherwise at the times and in the amounts set

[Series Supplement (Series 2026-1)]

forth in Article III of the Master Indenture and Sections 2.05, 2.06 and 3.02 of this Series 2026-1 Supplement.

(f) The Issuer shall pay Series 2026-1 Issuance Expenses out of the proceeds of the Series 2026-1 Notes on the Closing Date and/or from Capital Contributions made to the Issuer on or prior to the Closing Date.

Section 2.02 Grant of Security Interest in 2026-1 Series Account. The Issuer hereby pledges, transfers, assigns, and otherwise conveys to the Indenture Trustee for the benefit and security of the Series 2026-1 Noteholders, and grants to the Indenture Trustee for the benefit and security of the Series 2026-1 Noteholders a security interest in and Encumbrance on, all of the Issuer’s right, title and interest, whether now existing or hereafter created or acquired and wherever located, in, to and under the assets and property described below: (a) the 2026-1 Series Account, and all funds from time to time on deposit therein; and (b) all Proceeds, accessions, profits, products, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Issuer described in the preceding clause (a).

Section 2.03 Authentication and Delivery.

(a) On the Closing Date, the Issuer shall sign, and shall direct the Indenture Trustee in writing pursuant to Section 2.01(b) of the Master Indenture to duly authenticate, and the Indenture Trustee, upon receiving such direction, (i) shall authenticate, subject to compliance with the conditions precedent set forth in Section 4.01 hereof, the Series 2026-1 Notes in accordance with such written directions, and (ii) subject to compliance with the conditions precedent set forth in Section 4.01 hereof, shall deliver such Series 2026-1 Notes to the Initial Purchasers in accordance with such written directions.

(b) The Series 2026-1 Notes are not being registered with the U.S. Securities and Exchange Commission and, after their sale to the Initial Purchasers in accordance with the Equipment Note Purchase Agreement, may not be sold, transferred or otherwise disposed of except in compliance with the provisions of the Master Indenture and as set forth in the applicable Series 2026-1 Notes.

(c) In accordance with Section 2.01(c) of the Master Indenture, any Class A Equipment Notes or Class B Equipment Notes of the Series 2026-1 Notes resold in reliance on Rule 144A shall be represented by a 144A Book-Entry Note. Any Class A Equipment Notes or Class B Equipment Notes of the Series 2026-1 Notes sold in reliance on Regulation S shall initially be represented by a Regulation S Temporary Book-Entry Note and shall be exchangeable for interests in the related Unrestricted Book-Entry Note.

(d) The Series 2026-1 Notes shall be executed by manual or facsimile signature on behalf of the Issuer by a Responsible Officer and shall be substantially in the form of Exhibit A and Exhibit B, as the case may be, with the appropriate legend required by Section 2.02 of the Master Indenture inscribed on the face thereof.

Section 2.04 Interest Payments on the Series 2026-1 Notes.

[Series Supplement (Series 2026-1)]

(a) Interest on Series 2026-1 Notes. Interest on the Outstanding Principal Balance of each Series 2026-1 Note shall accrue during each Interest Accrual Period (i) at the Class A Interest Rate, in the case of the Class A Notes and (ii) at the Class B Interest Rate, in the case of the Class B Notes, and, in each case, will be calculated on the basis of a 360-day year consisting of twelve 30-day months and be due and payable in arrears on each Payment Date. Notwithstanding anything to the contrary in the Master Indenture or this Series 2026-1 Supplement, the initial Interest Accrual Period for the Series 2026-1 Notes shall begin on the Closing Date and end on (but exclude) February 20, 2026.

(b) Additional Interest. If any interest payment on any Class of the Series 2026-1 Notes is not timely paid in full when due, such overdue interest will bear interest at the applicable Stated Rate, payable as Additional Interest to the extent permitted by applicable law at the times and subject to the priorities set forth in the Flow of Funds. If a Rapid Amortization Event occurs with respect to a Class of Series 2026-1 Notes, the Issuer will also be required to pay the Noteholders of such Class of Series 2026-1 Notes, as part of, Additional Interest, interest on each Payment Date occurring on and after the Rapid Amortization Date in an amount equal to the Rapid Amortization Additional Interest Rate multiplied by the Outstanding Principal Balance of such Class of Series 2026-1 Notes (after giving effect to all payments on the relevant Class of Series 2026-1 Notes made on such day) (such interest, the “Marginal Interest”) to the extent permitted by applicable law at the times and subject to the priorities set forth in the Flow of Funds. Such Marginal Interest due (if any) shall be (i) calculated on the basis of a 360-day year consisting of twelve 30-day months and (ii) due and payable in arrears on each Payment Date on or after the Rapid Amortization Date.

Section 2.05 Principal Payments on the Series 2026-1 Notes. The Scheduled Principal Payment Amount calculated for the Series 2026-1 Notes for each Payment Date shall be payable to the Series 2026-1 Noteholders on each Payment Date from amounts deposited in the 2026-1 Series Account on such Payment Date as provided in (and subject to the provisions of) the Flow of Funds under the Master Indenture and Section 3.02 hereof. At any time that an Early Amortization Event or an Event of Default is then continuing, or if a Rapid Amortization Event with respect to the Series 2026-1 Notes has occurred, then, in addition to the foregoing, the Outstanding Principal Balance of the Series 2026-1 Notes shall be payable on each Payment Date to the extent that amounts are available for such purpose in accordance with the Flow of Funds and Section 3.02 hereof.

Section 2.06 Prepayment of Principal on the Series 2026-1 Notes. (a) No Class A Optional Redemption may occur prior to the first anniversary of the Closing Date. Subject to the restrictions in Sections 3.12 and 3.13 of the Master Indenture, the Issuer will have the option to prepay, in an Optional Redemption on any Business Day occurring on or after the first anniversary of the Closing Date (each such date, a “Class A Optional Redemption Date”), all or a portion of the Outstanding Principal Balance of the Class A Notes (such redemption, a “Class A Optional Redemption”), for a Redemption Price equal to the sum of (i) the amount of the Outstanding Principal Balance of the Class A Notes being redeemed on such Class A Optional Redemption Date, plus (ii) accrued and unpaid interest (including Additional Interest, if any) thereon to the Class A Optional Redemption Date, plus (iii) if occurring prior to the July 2028 Payment Date, a redemption premium (the “Class A Redemption Premium”) calculated as follows:

[Series Supplement (Series 2026-1)]

The Class A Redemption Premium will be an amount equal to the product of (x) a fraction (expressed as a percentage), the numerator of which is the amount of the Outstanding Principal Balance of the Class A Notes being redeemed and the denominator of which is the Outstanding Principal Balance of all Class A Notes immediately prior to such redemption and (y) the excess, if any, of (i) the sum of the present values of all the scheduled payments of principal and interest based upon Scheduled Targeted Principal Balances of the Class A Notes from the Class A Optional Redemption Date to and including the July 2028 Payment Date (assuming full prepayment on such date) discounted monthly to the Class A Optional Redemption Date at a rate equal to the Treasury Rate plus three quarters of one percent (0.75%), based on a 360-day year of twelve 30-day months, over (ii) the Outstanding Principal Balance of the Class A Notes, plus any accrued but unpaid interest thereon.

(b) No Class B Optional Redemption may occur prior to the first anniversary of the Closing Date or while any Class A Notes are Outstanding unless the same are concurrently redeemed in full (or, if no Early Amortization Event has occurred and is continuing, a partial Optional Redemption of the Class B Notes may be effected if the Issuer concurrently effects an Optional Redemption in part of the Class A Notes within such Series in the same proportion as the Optional Redemption in part of the Class B Notes). Subject to the restrictions in Sections 3.12 and 3.13 of the Master Indenture, the Issuer will have the option to prepay, in an Optional Redemption on any on any Business Day occurring on or after the first anniversary of the Closing Date (each such date, a “Class B Optional Redemption Date”), all or a portion of the Outstanding Principal Balance of the Class B Notes (any such redemption, a “Class B Optional Redemption”), for a Redemption Price equal to the sum of (i) the amount of the Outstanding Principal Balance of the Class B Notes being redeemed on such Class B Optional Redemption Date, plus (ii) accrued and unpaid interest (including Additional Interest, if any) thereon to the Class B Optional Redemption Date, plus (iii) if occurring prior to the July 2028 Payment Date, a redemption premium (the “Class B Redemption Premium”) calculated as follows:

The Class B Redemption Premium will be an amount equal to the product of (x) a fraction (expressed as a percentage), the numerator of which is the amount of the Outstanding Principal Balance of the Class B Notes being redeemed and the denominator of which is the Outstanding Principal Balance of all Class B Notes immediately prior to such redemption and (y) the excess, if any, of (i) the sum of the present values of all the scheduled payments of principal and interest based upon Scheduled Targeted Principal Balances of the Class B Notes from the Class B Optional Redemption Date to and including the July 2028 Payment Date (assuming full prepayment on such date), discounted monthly to the Class B Optional Redemption Date at a rate equal to the Treasury Rate plus three quarters of one percent (0.75%), based on a 360-day year of twelve 30-day months; over (ii) the aggregate Outstanding Principal Balance of the Class B Notes plus any accrued but unpaid interest thereon.

(c) For purposes of calculating the applicable Redemption Premium, the term “Treasury Rate” means, with respect to each applicable Series 2026-1 Note, a per annum rate (expressed as a monthly equivalent and as a decimal and, in the case of United States Treasury

[Series Supplement (Series 2026-1)]

bills, converted to a bond equivalent yield), determined to be the per annum rate equal to the monthly yield to maturity for United States Treasury securities maturing on the Average Life Date of such applicable Series 2026-1 Note as determined by interpolation between the most recent weekly average yields to maturity for two series of United States Treasury securities, (i) one maturing as close as possible to, but earlier than, the Average Life Date of such Series 2026-1 Note and (ii) the other maturing as close as possible to, but later than, the Average Life Date of such Series 2026-1 Note, in each case, as published in the most recent H.15(519) (or, if a weekly average yield to maturity of United States Treasury securities maturing on the Average Life Date of such Series 2026-1 Note is reported in the most recent H.15(519), as published in H.15(519)). “H.15(519)” means “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication published by the Board of Governors of the Federal Reserve System. The most recent H.15(519) means the latest H.15(519) which is published prior to the close of business on the third (3rd) Business Day preceding the scheduled prepayment date.

The term “Average Life Date” of each applicable Series 2026-1 Note means the date which follows the prepayment date by a period equal to the Remaining Weighted Average Life of such Series 2026-1 Note. The “Remaining Weighted Average Life” of a Series 2026-1 Note at the prepayment or determination date of such Series 2026-1 Note shall be the number of days equal to the quotient obtained by dividing (a) the sum of the products obtained by multiplying (i) the Scheduled Targeted Principal Balances for each remaining Payment Date (from the applicable Optional Redemption date to the July 2028 Payment Date, in the case of the Class A Notes and the Class B Notes, in each case, assuming full prepayment on such Payment Date, as applicable) by (ii) the number of days from and including the prepayment or determination date to but excluding the scheduled payment date of such principal payment, by (b) the Outstanding Principal Balance of the applicable Series 2026-1 Notes on such date of prepayment or determination. The Issuer will calculate (or cause to be calculated) the applicable Redemption Price and Redemption Premium (if any) and deliver such information in writing to the Indenture Trustee at the time that it gives notice of an Optional Redemption pursuant to Sections 3.12 and 3.13 of the Master Indenture.

(d) Subject to the restrictions in Sections 3.12 and 3.13 of the Master Indenture, the Issuer will have the option to prepay, in an Optional Redemption on any Business Day occurring on or after the July 2028 Payment Date (each such Payment Date, a “Series 2026-1 Optional Redemption Date”), all of the Outstanding Principal Balance of the Series 2026-1 Notes, for the Redemption Price equal to the Outstanding Principal Balance of the Series 2026-1 Notes, plus accrued and unpaid interest thereon (including Additional Interest, if any) to the Series 2026-1 Optional Redemption Date; provided, however, that such Redemption Price shall not include any Redemption Premium.

(e) Any Optional Redemption may be funded with funds in the Collections Account, with the proceeds of Additional Notes or cash Capital Contributions or with any other funds of the Issuer.

(f) Notwithstanding anything herein to the contrary, no Redemption Premium will be due as a result of (i) any Permitted Discretionary Sales which, (1) occur on or prior to the first anniversary of the Closing Date, which in the aggregate are less than 25% of the sum of (x) the Adjusted Value of the Portfolio Railcars owned by the Issuer on the Closing Date calculated

[Series Supplement (Series 2026-1)]

as of the Closing Date and (y) the Adjusted Value of the Portfolio Railcars acquired by the Issuer after the Closing Date (if any) calculated as of the relevant Delivery Date or (2) occur after the first anniversary of the Closing Date, which in the aggregate are less than 30% of the sum of (x) the Adjusted Value of the Portfolio Railcars owned by the Issuer on the Closing Date calculated as of the Closing Date and (y) the Adjusted Value of the Portfolio Railcars acquired by the Issuer after the Closing Date (if any) calculated as of the relevant Delivery Date, (ii) any Involuntary Railcar Dispositions, [] or Scrap Value Disposition, (iii) in respect of, or during, an Early Amortization Event or if an Event of Default shall have occurred and is continuing, or (iv) a redemption of the Series 2026-1 Notes occurring on or after the July 2028 Payment Date.

Section 2.07 Manner of Payment. Except as otherwise provided in Section 2.05 of the Master Indenture, all payments on the Series 2026-1 Notes payable on each Payment Date shall be paid to the Series 2026-1 Noteholders reflected in the Register as of the related Record Date by wire transfer of immediately available funds for receipt prior to 2:00 p.m. (New York City time) on such Payment Date. Any payments received by the Series 2026-1 Noteholders after 2:00 p.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day.

Section 2.08 Restrictions on Transfer. On the Closing Date, the Issuer shall sell (i) the Series 2026-1 Notes to the Initial Purchasers pursuant to the Equipment Note Purchase Agreement and deliver such Series 2026-1 Notes in accordance herewith and therewith. Thereafter, no Series 2026-1 Note may be sold, transferred or otherwise disposed of except in compliance with the provisions of the Master Indenture. Except as provided in the Master Indenture, the Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2026-1 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, the Indenture Trustee shall enforce such transfer restrictions in accordance with the terms set forth in the Series 2026-1 Indenture.

Section 2.09 Final Maturity Date. The Outstanding Principal Balance of the Series 2026-1 Notes together with all accrued and unpaid interest (including all Additional Interest) thereon, and other amounts payable by the Issuer to the Series 2026-1 Noteholders pursuant to the terms of the Series 2026-1 Indenture, shall be due and payable in full on the earlier to occur of (i) the date on which the Series 2026-1 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Master Indenture and (ii) the Series 2026-1 Final Maturity Date.

article III

2026-1 SERIES ACCOUNT

Section 3.01 2026-1 Series Account. The Indenture Trustee shall establish on the Closing Date pursuant to Sections 3.01 and 3.07 of the Master Indenture and shall maintain, so long as any Series 2026-1 Note is Outstanding, an Indenture Account which shall be designated as the “2026-1 Series Account,” which account shall be held in the name of the Indenture Trustee for the benefit of the Series 2026-1 Noteholders, and which account constitutes a Series Account for the Series 2026-1 Notes for all purposes under the Master Indenture. All deposits of funds for the benefit of the Series 2026-1 Noteholders from the Collections Account and the Liquidity Reserve Account shall be accumulated in, and withdrawn from, the 2026-1 Series Account in

[Series Supplement (Series 2026-1)]

accordance with the provisions of the Series 2026-1 Indenture. Notwithstanding anything to the contrary herein, amounts on deposit in the 2026-1 Series Account shall not be invested.

Section 3.02 Distributions from 2026-1 Series Account. On each Payment Date (to the extent sufficient cleared and immediately available funds are available in the 2026-1 Series Account), the Indenture Trustee, as specified in the related Payment Date Schedule with respect to the Flow of Funds, shall distribute funds then on deposit in the 2026-1 Series Account to the Series 2026-1 Noteholders in accordance with Section 3.11 of the Master Indenture.

Section 3.03 Liquidity Facility. On the Closing Date, the Issuer will establish a Liquidity Facility pursuant to a Revolving Credit Agreement between the Issuer, as borrower, and Crédit Industriel et Commercial, New York Branch, as liquidity facility provider. On the Closing Date, the Liquidity Reserve Target Amount will be $[].

Section 3.04 Liquidity Facility Collateral Account. The Indenture Trustee has established pursuant to Section 3.01 of the Master Indenture, and shall maintain, so long as the Liquidity Facility is outstanding, an Indenture Account which shall be designated as the “Liquidity Facility Collateral Account,” which account shall be held in the name of the Indenture Trustee and which account constitutes an Indenture Account for all purposes under the Master Indenture.

article IV

CONDITIONS TO ISSUANCE

Section 4.01 Conditions to Issuance. The Indenture Trustee shall not authenticate the Series 2026-1 Notes unless (a) all conditions to the issuance of the Series 2026-1 Notes under the Equipment Note Purchase Agreement shall have been satisfied, and (b) the Issuer shall have delivered a certificate to the Indenture Trustee to the effect that all conditions set forth in the Equipment Note Purchase Agreement shall have been satisfied.

article V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Master Indenture Representations and Warranties. To induce the Series 2026-1 Noteholders to purchase the Series 2026-1 Notes, the Issuer hereby makes to the Indenture Trustee for the benefit of the Series 2026-1 Noteholders, as of the Closing Date and as of the other dates specified for the applicable representations in the Master Indenture, all of the representations and warranties set forth in Section 5.01 of the Master Indenture.

article VI

AMENDMENT TO MASTER INDENTURE

Section 6.01 Amendment. The Issuer and the Indenture Trustee agree that, pursuant to authority granted in Section 9.01(a)(vii) of the Master Indenture, the Master Indenture is hereby amended by replacing the figure “15.0%” with the figure “20.0%” as the Concentration Limit for Grain in the definition of “Industry Concentration Limitation” in Annex A of the Master Indenture.

[Series Supplement (Series 2026-1)]

Section 6.02 Direction. The Issuer hereby directs the Indenture Trustee to agree to the amendment set forth in Section 6.01, and represents and warrants to the Indenture Trustee that it has the power to enter into such amendment, and that all conditions precedent thereto will have been met on or prior to the Closing Date.

article VII

MISCELLANEOUS PROVISIONS

Section 7.01 Ratification of Master Indenture. As supplemented by this Series 2026-1 Supplement, the Master Indenture is in all respects ratified and confirmed and the Master Indenture as so supplemented by this Series 2026-1 Supplement shall be read, taken and construed as one and the same instrument. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Master Indenture, the terms and provisions of this Series 2026-1 Supplement shall govern.

Section 7.02 Counterparts. This Series 2026-1 Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

Section 7.03 Governing Law. THIS SERIES 2026-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.04 Notices to the Rating Agency. Whenever any notice or other communication is required to be given to the Rating Agencies in respect of the Series 2026-1 Notes pursuant to the Master Indenture, a Series Supplement or this Series 2026-1 Supplement, such notice or communication shall be delivered to S&P, at 55 Water Street, New York, NY 10041, Attention: S&P Surveillance (Facsimile: (212) 438-0122).

Section 7.05 Notices to the Liquidity Facility Provider. Whenever any notice or other communication is required to be given to the Liquidity Facility Provider in respect of the Series 2022-1 Notes, the Series 2023-1 Notes or the Series 2026-1 Notes, pursuant to the Master Indenture, a Series Supplement or this Series 2026-1 Supplement, such notice or communication shall be delivered to Crédit Industriel et Commercial, New York Branch, 520 Madison Avenue, 37th Floor, New York, NY 10022 Attn: Adrien Molloy, Email: adrienne.molloy@cicny.com; Marc Frenkenberg, Email: marc.frenkenberg@cicny.com.

Section 7.06 Amendments and Modifications. The terms of this Series 2026-1 Supplement may be waived, modified or amended only in a written instrument signed by each of the Issuer and the Indenture Trustee in accordance with Article IX of the Master Indenture. Amendments, waivers and modifications of this Series 2026-1 Supplement that constitute matters set forth in clauses (i) through (viii) of Section 9.02(a) of the Master Indenture, may be effected

[Series Supplement (Series 2026-1)]

only with the prior written Direction of Noteholders of each Outstanding Series 2026-1 Note adversely affected thereby.

[Signature pages follow]

[Series Supplement (Series 2026-1)]

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Series 2026-1 Supplement to be duly executed and delivered all as of the day and year first above written.

GBX LEASING 2022-1 LLC<br><br>By: GBX Leasing, LLC, its sole member<br><br>By: /s/ Justin Roberts<br>Name: Justin Roberts<br>Title: Vice President
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,<br>as Indenture Trustee<br><br>By: /s/ Chris McKim<br>Name: Chris McKim<br>Title: Vice President

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Lorie L. Tekorius, certify that:

• I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended February 28, 2026;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2026
	/s/ Lorie L. Tekorius
	Lorie L. Tekorius
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Michael J. Donfris, certify that:

• I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended February 28, 2026;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2026
	/s/ Michael J. Donfris
	Michael J. Donfris
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Greenbrier Companies, Inc. (the "Company") on Form 10-Q for the quarterly period ended February 28, 2026, as filed with the Securities and Exchange Commission on the date therein specified (the "Report"), I, Lorie L. Tekorius, Chief Executive Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 7, 2026
	/s/ Lorie L. Tekorius
	Lorie L. Tekorius
	Chief Executive Officer<br><br>(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Greenbrier Companies, Inc. (the "Company") on Form 10-Q for the quarterly period ended February 28, 2026, as filed with the Securities and Exchange Commission on the date therein specified (the "Report"), I, Michael J. Donfris, Senior Vice President, Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 7, 2026
	/s/ Michael J. Donfris
	Michael J. Donfris
	Senior Vice President, Chief Financial Officer<br><br>(Principal Financial Officer)