10-Q
GREENBRIER COMPANIES INC (GBX)
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 November 30, 2025
| ☐ | 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 January 2, 2026 was 30,886,163 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 | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| PART II. | OTHER INFORMATION | 36 |
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 5. | Other Information | 36 |
| Item 6. | Exhibits | 37 |
| Signatures | 38 |
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. 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>November 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenue | ||||||
| Manufacturing | $ | 657.0 | $ | 830.9 | ||
| Leasing & Fleet Management | 49.1 | 45.0 | ||||
| 706.1 | 875.9 | |||||
| Cost of revenue | ||||||
| Manufacturing | 584.9 | 685.4 | ||||
| Leasing & Fleet Management | 17.9 | 16.9 | ||||
| 602.8 | 702.3 | |||||
| Margin | 103.3 | 173.6 | ||||
| Selling and administrative expense | 59.9 | 62.0 | ||||
| Net gain on disposition of equipment | (17.7 | ) | (0.2 | ) | ||
| Earnings from operations | 61.1 | 111.8 | ||||
| Interest and foreign exchange | 15.5 | 23.4 | ||||
| Earnings before income tax and earnings from unconsolidated affiliates | 45.6 | 88.4 | ||||
| Income tax expense | (12.3 | ) | (33.4 | ) | ||
| Earnings before earnings from unconsolidated affiliates | 33.3 | 55.0 | ||||
| Earnings from unconsolidated affiliates | 4.0 | 4.1 | ||||
| Net earnings | 37.3 | 59.1 | ||||
| Net earnings attributable to noncontrolling interest | (0.9 | ) | (3.8 | ) | ||
| Net earnings attributable to Greenbrier | $ | 36.4 | $ | 55.3 | ||
| Basic earnings per common share | $ | 1.18 | $ | 1.77 | ||
| Diluted earnings per common share | $ | 1.14 | $ | 1.72 | ||
| Weighted average common shares | ||||||
| Basic | 30,953 | 31,246 | ||||
| Diluted | 31,865 | 32,223 |
The accompanying notes are an integral part of these financial statements
Condensed Consolidated Statements of Comprehensive Income
(In millions, unaudited)
| Three months ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net earnings | $ | 37.3 | $ | 59.1 | ||
| Other comprehensive income (loss) | ||||||
| Translation adjustment | 1.0 | (11.3 | ) | |||
| Reclassification of derivative financial instruments recognized in net earnings 1 | (2.5 | ) | (3.5 | ) | ||
| Unrealized gain on derivative financial instruments 2 | 2.9 | 7.2 | ||||
| Other (net of tax effect) | (0.1 | ) | — | |||
| 1.3 | (7.6 | ) | ||||
| Comprehensive income | 38.6 | 51.5 | ||||
| Comprehensive income attributable to noncontrolling interest | (0.9 | ) | (3.8 | ) | ||
| Comprehensive income attributable to Greenbrier | $ | 37.7 | $ | 47.7 |
1 Net of tax effect of $0.5 million and $0.9 million for the three months ended November 30, 2025 and 2024, respectively.
2 Net of tax effect of $(0.8 million) and $(2.0 million) for the three months ended November 30, 2025 and 2024, 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 August 31, 2025 | 30.9 | $ | 364.7 | $ | 1,199.0 | $ | (31.2 | ) | $ | 1,532.5 | $ | 165.2 | $ | 1,697.7 | $ | 35.8 | |||||||
| Net earnings | — | — | 36.4 | — | 36.4 | 2.2 | 38.6 | (1.3 | ) | ||||||||||||||
| Other comprehensive income, net | — | — | — | 1.3 | 1.3 | — | 1.3 | — | |||||||||||||||
| Noncontrolling interest adjustments | — | — | — | — | — | (1.9 | ) | (1.9 | ) | — | |||||||||||||
| Joint venture partner distribution declared | — | — | — | — | — | (6.7 | ) | (6.7 | ) | — | |||||||||||||
| Restricted stock awards (net of cancellations) | 0.3 | 8.0 | — | — | 8.0 | — | 8.0 | — | |||||||||||||||
| Unamortized restricted stock | — | (16.4 | ) | — | — | (16.4 | ) | — | (16.4 | ) | — | ||||||||||||
| Stock based compensation expense | — | 3.5 | — | — | 3.5 | — | 3.5 | — | |||||||||||||||
| Repurchase of stock | (0.3 | ) | (12.9 | ) | — | — | (12.9 | ) | — | (12.9 | ) | — | |||||||||||
| Cash dividends (0.32 per share) | — | — | (10.2 | ) | — | (10.2 | ) | — | (10.2 | ) | — | ||||||||||||
| Balance November 30, 2025 | 30.9 | $ | 346.9 | $ | 1,225.2 | $ | (29.9 | ) | $ | 1,542.2 | $ | 158.8 | $ | 1,701.0 | $ | 34.5 |
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 | — | — | 55.3 | — | 55.3 | 2.4 | 57.7 | 1.4 | |||||||||||||
| Other comprehensive loss, net | — | — | — | (7.6 | ) | (7.6 | ) | — | (7.6 | ) | — | ||||||||||
| Noncontrolling interest adjustments | — | — | — | — | — | 4.4 | 4.4 | — | |||||||||||||
| Joint venture partner distribution declared | — | — | — | — | — | (5.0 | ) | (5.0 | ) | — | |||||||||||
| Restricted stock awards (net of cancellations) | 0.3 | 11.3 | — | — | 11.3 | — | 11.3 | — | |||||||||||||
| Unamortized restricted stock | — | (16.8 | ) | — | — | (16.8 | ) | — | (16.8 | ) | — | ||||||||||
| Stock based compensation expense | — | 4.2 | — | — | 4.2 | — | 4.2 | — | |||||||||||||
| Cash dividends (0.30 per share) | — | — | (9.8 | ) | — | (9.8 | ) | — | (9.8 | ) | — | ||||||||||
| Balance November 30, 2024 | 31.4 | $ | 373.8 | $ | 1,080.5 | $ | (41.6 | ) | $ | 1,412.7 | $ | 162.3 | $ | 1,575.0 | $ | 43.1 |
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)
| Three months ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities | ||||||
| Net earnings | $ | 37.3 | $ | 59.1 | ||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||
| Deferred income taxes | 11.4 | (1.4 | ) | |||
| Depreciation and amortization | 32.5 | 29.2 | ||||
| Net gain on disposition of equipment | (17.7 | ) | (0.2 | ) | ||
| Stock based compensation expense | 3.5 | 4.2 | ||||
| Earnings from unconsolidated affiliates | (4.0 | ) | (4.1 | ) | ||
| Noncontrolling interest adjustments | (1.9 | ) | 4.4 | |||
| Other | 1.0 | 0.9 | ||||
| Decrease (increase) in assets: | ||||||
| Accounts receivable, net | 16.7 | (65.3 | ) | |||
| Income tax receivable | 26.4 | 18.4 | ||||
| Inventories | (1.5 | ) | (0.4 | ) | ||
| Leased railcars for syndication | 55.2 | (83.3 | ) | |||
| Other assets | 7.8 | 6.0 | ||||
| Increase (decrease) in liabilities: | ||||||
| Accounts payable and accrued liabilities | (76.2 | ) | (20.8 | ) | ||
| Deferred revenue | (14.3 | ) | (11.8 | ) | ||
| Net cash provided by (used in) operating activities | 76.2 | (65.1 | ) | |||
| Cash flows from investing activities | ||||||
| Proceeds from sales of assets | 42.5 | 0.6 | ||||
| Capital expenditures | (57.5 | ) | (59.1 | ) | ||
| Other | — | 4.8 | ||||
| Net cash used in investing activities | (15.0 | ) | (53.7 | ) | ||
| Cash flows from financing activities | ||||||
| Net change in debt with maturities of 90 days or less | (5.0 | ) | 122.0 | |||
| Proceeds from debt with maturities longer than 90 days | 31.8 | 5.2 | ||||
| Repayments of debt with maturities longer than 90 days | (11.9 | ) | (42.0 | ) | ||
| Debt issuance costs | — | (0.9 | ) | |||
| Repurchase of stock | (12.9 | ) | — | |||
| Dividends | (1.7 | ) | (10.4 | ) | ||
| Cash distribution to joint venture partner | (6.7 | ) | (5.0 | ) | ||
| Tax payments for net share settlement of restricted stock | (8.4 | ) | (5.5 | ) | ||
| Net cash provided by (used in) financing activities | (14.8 | ) | 63.4 | |||
| Effect of exchange rate changes | 2.6 | (0.3 | ) | |||
| Increase (decrease) in Cash and cash equivalents and Restricted cash | 49.0 | (55.7 | ) | |||
| Cash and cash equivalents and Restricted cash | ||||||
| Beginning of period | 326.4 | 368.6 | ||||
| End of period | $ | 375.4 | $ | 312.9 | ||
| Balance sheet reconciliation | ||||||
| Cash and cash equivalents | $ | 361.8 | $ | 300.0 | ||
| Restricted cash | 13.6 | 12.9 | ||||
| Total Cash and cash equivalents and Restricted cash as presented above | $ | 375.4 | $ | 312.9 | ||
| Cash paid during the period for | ||||||
| Interest | $ | 17.2 | $ | 17.8 | ||
| Income taxes (received) paid, net | $ | (19.9 | ) | $ | 8.1 | |
| Non-cash activity | ||||||
| Transfers between Leased railcars for syndication and Inventories and Equipment on operating leases, net | $ | 8.5 | $ | 14.2 | ||
| Capital expenditures accrued in Accounts payable and accrued liabilities | $ | 3.5 | $ | 8.5 | ||
| Change in Accounts payable and accrued liabilities associated with dividends declared | $ | 8.5 | $ | 0.6 |
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 November 30, 2025 and for the three months ended November 30, 2025 and November 30, 2024 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 months ended November 30, 2025 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 months ended November 30, 2025, the Company repurchased a total of 303 thousand shares for $12.9 million, which were repurchased under the current authorization of the share repurchase plan. There were no share repurchases during the three months ended November 30, 2024. As of November 30, 2025, the amount remaining for repurchase under the share repurchase program was $64.9 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>November 30, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Manufacturing: | ||||
| Railcar sales | $ | 566.6 | $ | 728.0 |
| Railcar maintenance | 90.4 | 102.9 | ||
| 657.0 | 830.9 | |||
| Leasing & Fleet Management | 49.1 | 45.0 | ||
| $ | 706.1 | $ | 875.9 |
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 | November 30, <br>2025 | August 31,<br>2025 | Change | |||
|---|---|---|---|---|---|---|---|
| Contract assets | Accounts receivable, net | $ | 4.5 | $ | 5.9 | ) | |
| Contract assets | Inventories | $ | 8.4 | $ | 9.4 | ) | |
| Contract liabilities (1) | Deferred revenue | $ | 22.3 | $ | 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 months ended November 30, 2025, the Company recognized $20.2 million of revenue that was included in Contract liabilities as of August 31, 2025.
Performance obligations
As of November 30, 2025, the Company has entered into contracts with customers for which revenue has not yet been recognized. 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) | November 30, <br>2025 | |
|---|---|---|
| Manufacturing: | ||
| Railcar sales | $ | 1,345.5 |
| Railcar maintenance | $ | 69.3 |
| Leasing & Fleet Management: | ||
| Fleet management | $ | 132.6 |
Based on current production and delivery schedules and existing contracts, approximately $870.4 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 $49.8 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 $83.3 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) | November 30, <br>2025 | August 31,<br>2025 | ||||
|---|---|---|---|---|---|---|
| Manufacturing supplies and raw materials | $ | 404.3 | $ | 439.4 | ||
| Work-in-process | 147.3 | 158.9 | ||||
| Finished goods | 136.6 | 97.7 | ||||
| Excess and obsolete adjustment | (7.9 | ) | (7.7 | ) | ||
| $ | 680.3 | $ | 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) | November 30, <br>2025 | August 31,<br>2025 | ||||
|---|---|---|---|---|---|---|
| Intangible assets subject to amortization: | ||||||
| Customer relationships | $ | 87.5 | $ | 87.5 | ||
| Accumulated amortization | (75.5 | ) | (74.8 | ) | ||
| Other intangible assets | 42.2 | 42.3 | ||||
| Accumulated amortization | (30.9 | ) | (30.1 | ) | ||
| 23.3 | 24.9 | |||||
| Intangible assets not subject to amortization | 2.3 | 2.3 | ||||
| Prepaid and other assets | 38.1 | 44.3 | ||||
| Operating lease right-of-use assets | 80.8 | 84.2 | ||||
| Nonqualified savings plan investments | 66.6 | 59.4 | ||||
| Debt issuance costs, net | 6.6 | 7.2 | ||||
| Deferred tax assets | 37.0 | 41.9 | ||||
| $ | 254.7 | $ | 264.2 |
Note 5 – Accounts Payable and Accrued Liabilities
The following table summarizes the Company’s Accounts payable and accrued liabilities balances:
| (in millions) | November 30, <br>2025 | August 31,<br>2025 | ||
|---|---|---|---|---|
| Trade payables | $ | 228.9 | $ | 264.0 |
| Other accrued liabilities | 102.3 | 113.9 | ||
| Operating lease liabilities | 81.2 | 84.9 | ||
| Accrued payroll and related liabilities | 145.3 | 169.0 | ||
| Accrued warranty | 19.8 | 19.9 | ||
| $ | 577.5 | $ | 651.7 |
Note 6 – Accrued Warranty
The following table summarizes the Company’s Accrued warranty activity:
| Three months ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||||
| Balance at beginning of period | $ | 19.9 | $ | 23.8 | ||
| Charged to cost of revenue, net | 3.0 | 1.9 | ||||
| Payments | (3.0 | ) | (1.6 | ) | ||
| Currency translation effect | (0.1 | ) | (0.3 | ) | ||
| Balance at end of period | $ | 19.8 | $ | 23.8 |
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) | November 30, <br>2025 | August 31,<br>2025 | ||||
|---|---|---|---|---|---|---|
| Corporate and other — Recourse: | ||||||
| Revolving credit facilities | ||||||
| North America | $ | — | $ | 5.0 | ||
| Europe | 108.4 | 77.6 | ||||
| Mexico | 70.0 | 70.0 | ||||
| 178.4 | 152.6 | |||||
| Corporate senior term debt | 246.9 | 250.0 | ||||
| 2.875% Convertible senior notes, due 2028 | 373.8 | 373.8 | ||||
| Other notes payable | 1.8 | 1.4 | ||||
| 800.9 | 777.8 | |||||
| Debt discount and issuance costs | (6.1 | ) | (6.6 | ) | ||
| Debt, net — Recourse | 794.8 | 771.2 | ||||
| Lease fleet – Non-recourse: | ||||||
| Leasing warehouse credit facility | 220.6 | 222.3 | ||||
| Leasing senior term debt | 305.2 | 308.2 | ||||
| Leasing GBXL I asset-backed term notes | 452.4 | 456.2 | ||||
| 978.2 | 986.7 | |||||
| Debt discount and issuance costs | (6.8 | ) | (7.0 | ) | ||
| Debt, net — Non-recourse | 971.4 | 979.7 | ||||
| Total Debt, net | $ | 1,766.2 | $ | 1,750.9 |
Corporate and other – Recourse
North American revolving credit facility
As of November 30, 2025, 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 $435.2 million available for borrowing as of November 30, 2025. 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 $5.4 million as of November 30, 2025 and August 31, 2025. 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 November 30, 2025, lines of credit totaling $122.6 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 $14.2 million available for borrowing as of November 30, 2025. The European lines of credit include $59.2 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 1.50% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from January 2026 through December 2026.
Mexican revolving credit facilities
As of November 30, 2025, 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 $86.0 million available for borrowing as of November 30, 2025. 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 – Non-recourse
Leasing warehouse credit facility
As of November 30, 2025, a $450.0 million nonrecourse 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%. Interest rate swap agreements cover approximately 91% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.
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, August 31, 2025 | $ | 9.0 | $ | (37.4 | ) | $ | (2.8 | ) | $ | (31.2 | ) | |
| Other comprehensive income (loss) before reclassifications | 2.9 | 1.0 | (0.1 | ) | 3.8 | |||||||
| Amounts reclassified from AOCL | (2.5 | ) | — | — | (2.5 | ) | ||||||
| Balance, November 30, 2025 | $ | 9.4 | $ | (36.4 | ) | $ | (2.9 | ) | $ | (29.9 | ) | |
| (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 | 7.2 | (11.3 | ) | — | (4.1 | ) | ||||||
| Amounts reclassified from AOCL | (3.5 | ) | — | — | (3.5 | ) | ||||||
| Balance, November 30, 2024 | $ | 18.9 | $ | (58.3 | ) | $ | (2.2 | ) | $ | (41.6 | ) |
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>November 30, | ||||
|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | ||
| Weighted average basic common shares outstanding | 30,953 | 31,246 | ||
| Dilutive effect of 2.875% convertible notes due 2028 (1) | — | 43 | ||
| Dilutive effect of restricted stock units (2) | 912 | 934 | ||
| Weighted average diluted common shares outstanding | 31,865 | 32,223 |
(1) The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three months ended November 30, 2025 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>November 30, | ||||
|---|---|---|---|---|
| (in millions, except number of shares which are reflected in thousands, and per share amounts) | 2025 | 2024 | ||
| Net earnings attributable to Greenbrier | $ | 36.4 | $ | 55.3 |
| Weighted average basic common shares outstanding | 30,953 | 31,246 | ||
| Basic earnings per share | $ | 1.18 | $ | 1.77 |
| Net earnings attributable to Greenbrier | $ | 36.4 | $ | 55.3 |
| Weighted average diluted common shares outstanding | 31,865 | 32,223 | ||
| Diluted earnings per share | $ | 1.14 | $ | 1.72 |
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 November 30, 2025 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 $369.9 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 November 30, 2025 exchange rates, approximately $1.6 million would be reclassified to Manufacturing Revenue and Cost of revenue in the next year.
At November 30, 2025, interest rate swap agreements maturing from August 2027 through March 2032 had notional amounts that aggregated to $680.6 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 November 30, 2025 interest rates, approximately $5.1 million would be reclassified to Interest and foreign exchange in the next year.
Fair Values of Derivative Instruments
(in millions)
| Asset Derivatives | Liability Derivatives | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| November 30, <br>2025 | August 31,<br>2025 | November 30, <br>2025 | 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 | $ | 6.5 | $ | 5.4 | Accounts payable and accrued liabilities | $ | 0.9 | $ | 2.9 |
| Interest rate swap contracts | Accounts receivable, net | 11.8 | 13.6 | Accounts payable and accrued liabilities | 1.7 | 0.7 | ||||
| $ | 18.3 | $ | 19.0 | $ | 2.6 | $ | 3.6 | |||
| Derivatives not designated as hedging instruments | ||||||||||
| Foreign exchange contracts | Accounts receivable, net | $ | 0.5 | $ | — | Accounts payable and accrued liabilities | $ | — | $ | — |
The Effect of Derivative Instruments on the Statements of Income
(in millions)
Three months ended November 30, 2025 and 2024
| Derivatives in cash flow hedging relationships | Gain (loss) recognized in AOCL on derivatives three months ended<br>November 30, | Location of gain (loss) reclassified from AOCL into income | Gain (loss) reclassified from AOCL into income three months ended<br>November 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Foreign exchange contracts | $ | 1.2 | $ | (1.3 | ) | Revenue | $ | 0.1 | $ | 0.5 | |
| Foreign exchange contracts | 2.2 | (0.4 | ) | Cost of revenue | 0.3 | (0.1 | ) | ||||
| Interest rate swap contracts | 0.3 | 10.9 | Interest and foreign exchange | 2.6 | 4.0 | ||||||
| $ | 3.7 | $ | 9.2 | $ | 3.0 | $ | 4.4 | ||||
| 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>November 30, | |||||||||
| --- | --- | --- | --- | --- | --- | ||||||
| 2025 | 2024 | ||||||||||
| Foreign exchange contracts | Interest and foreign exchange | $ | 0.4 | $ | — |
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 months ended November 30, 2025 and 2024:
| Three months ended<br>November 30, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Total Revenue | $ | 706.1 | $ | 875.9 | |
| Gain (loss) on cash flow hedges in Revenue | |||||
| Foreign exchange contracts: | |||||
| Gain (loss) reclassified from AOCL | $ | 0.1 | $ | 0.5 | |
| Amount excluded from effectiveness testing | $ | 0.6 | $ | 0.8 | |
| Total Cost of revenue | $ | 602.8 | $ | 702.3 | |
| Gain (loss) on cash flow hedges in Cost of revenue | |||||
| Foreign exchange contracts: | |||||
| Gain (loss) reclassified from AOCL | $ | 0.3 | $ | (0.1 | ) |
| Amount excluded from effectiveness testing | $ | 0.1 | $ | — | |
| Total Interest and foreign exchange | $ | 15.5 | $ | 23.4 | |
| Gain (loss) on cash flow hedges in Interest and foreign exchange | |||||
| Interest rate swap contracts: | |||||
| Gain (loss) reclassified from AOCL | $ | 2.6 | $ | 4.0 |
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 November 30, 2025:
| (in millions) | Manufacturing | Leasing & Fleet Management | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||
| Revenue from external customers | $ | 657.0 | $ | 49.1 | $ | 706.1 | ||
| Intersegment revenue | 10.1 | — | 10.1 | |||||
| 667.1 | 49.1 | 716.2 | ||||||
| Elimination of intersegment revenues | (10.1 | ) | ||||||
| Total consolidated revenues | 706.1 | |||||||
| Cost of revenue | ||||||||
| Cost of revenue from external customers | 584.9 | 17.9 | 602.8 | |||||
| Intersegment cost of revenue | 10.1 | — | 10.1 | |||||
| 595.0 | 17.9 | 612.9 | ||||||
| Margin | 72.1 | 31.2 | 103.3 | |||||
| Selling and administrative | 23.4 | 5.0 | ||||||
| Net loss (gain) on disposition of equipment | 0.1 | (17.8 | ) | |||||
| Segment earnings from operations | $ | 48.6 | $ | 44.0 | $ | 92.6 |
For the three months ended November 30, 2024:
| (in millions) | Manufacturing | Leasing & Fleet Management | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||
| Revenue from external customers | $ | 830.9 | $ | 45.0 | $ | 875.9 | ||
| Intersegment revenue | 2.8 | 0.2 | 3.0 | |||||
| 833.7 | 45.2 | 878.9 | ||||||
| Elimination of intersegment revenues | (3.0 | ) | ||||||
| Total consolidated revenues | 875.9 | |||||||
| Cost of revenue | ||||||||
| Cost of revenue from external customers | 685.4 | 16.9 | 702.3 | |||||
| Intersegment cost of revenue | 2.8 | 0.2 | 3.0 | |||||
| 688.2 | 17.1 | 705.3 | ||||||
| Margin | 145.5 | 28.1 | 173.6 | |||||
| Selling and administrative | 23.9 | 6.4 | ||||||
| Net gain on disposition of equipment | — | (0.2 | ) | |||||
| Segment earnings from operations | $ | 121.6 | $ | 21.9 | $ | 143.5 |
Reconciliation of Segment earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:
| Three months ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||||
| Segment earnings from operations | ||||||
| Manufacturing | $ | 48.6 | $ | 121.6 | ||
| Leasing & Fleet Management | 44.0 | 21.9 | ||||
| 92.6 | 143.5 | |||||
| Corporate | (31.5 | ) | (31.7 | ) | ||
| Earnings from operations | 61.1 | 111.8 | ||||
| Interest and foreign exchange | 15.5 | 23.4 | ||||
| Earnings before income tax and earnings from unconsolidated affiliates | $ | 45.6 | $ | 88.4 |
The following tables present selected financial information by segment.
| Total assets | ||||
|---|---|---|---|---|
| (in millions) | November 30, <br>2025 | August 31,<br>2025 | ||
| Manufacturing | $ | 2,018.2 | $ | 2,085.9 |
| Leasing & Fleet Management | 1,844.8 | 1,858.4 | ||
| Unallocated, including cash | 432.6 | 416.3 | ||
| $ | 4,295.6 | $ | 4,360.6 | |
| Three months ended<br>November 30, | ||||
| --- | --- | --- | --- | --- |
| (in millions) | 2025 | 2024 | ||
| Depreciation and amortization: | ||||
| Manufacturing | $ | 21.4 | $ | 18.7 |
| Leasing & Fleet Management | 11.1 | 10.5 | ||
| $ | 32.5 | $ | 29.2 | |
| Capital expenditures: | ||||
| Manufacturing | $ | 20.7 | $ | 57.9 |
| Leasing & Fleet Management | 36.8 | 1.2 | ||
| $ | 57.5 | $ | 59.1 |
Note 12 – Leases
Lessor
Equipment on operating leases is reported net of accumulated depreciation of $128.3 million and $123.0 million as of November 30, 2025 and August 31, 2025, respectively. Depreciation expense was $9.6 million and $8.6 million for the three months ended November 30, 2025 and 2024, 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 11 years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three months ended November 30, 2025 was $36.9 million, which included $5.7 million 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 months ended November 30, 2024 was $32.0 million, which included $4.3 million 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 November 30, 2025, will mature as follows:
| (in millions) | ||
|---|---|---|
| Remaining nine months of 2026 | $ | 88.1 |
| 2027 | 102.5 | |
| 2028 | 85.3 | |
| 2029 | 63.5 | |
| 2030 | 45.9 | |
| Thereafter | 79.0 | |
| $ | 464.3 |
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 months ended November 30, 2025 and 2024, 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 nine 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>November 30, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Operating lease expense | $ | 5.3 | $ | 4.3 |
| Short-term lease expense | 0.9 | 1.5 | ||
| Total | $ | 6.2 | $ | 5.8 |
Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at November 30, 2025, will mature as follows:
| (in millions) | |||
|---|---|---|---|
| Remaining nine months of 2026 | $ | 13.8 | |
| 2027 | 15.7 | ||
| 2028 | 14.7 | ||
| 2029 | 12.6 | ||
| 2030 | 9.4 | ||
| Thereafter | 29.9 | ||
| Total lease payments | $ | 96.1 | |
| Less: Imputed interest | (14.9 | ) | |
| Total lease obligations | $ | 81.2 |
The table below presents additional information related to the Company’s operating leases:
| November 30, <br>2025 | August 31,<br>2025 | |||||
|---|---|---|---|---|---|---|
| Weighted average remaining lease term (years) | 10.6 | 10.6 | ||||
| Weighted average discount rate | 4.6 | % | 4.5 | % |
Supplemental cash flow information related to leases were as follows:
| Three months ended<br>November 30, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | $ | 5.1 | $ | 4.2 |
| ROU assets obtained in exchange for lease liabilities: | ||||
| Operating leases | $ | 0.4 | $ | 0.2 |
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 November 30, 2025, the Company had outstanding letters of credit aggregating to $5.4 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 November 30, 2025 were:
| (in millions) | Total | Level 1 | Level 2 (1) | Level 3 | ||||
|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||
| Derivative financial instruments | $ | 18.8 | $ | — | $ | 18.8 | $ | — |
| Nonqualified savings plan investments | 66.6 | 66.6 | — | — | ||||
| Cash equivalents | 201.0 | 201.0 | — | — | ||||
| $ | 286.4 | $ | 267.6 | $ | 18.8 | $ | — | |
| Liabilities: | ||||||||
| Derivative financial instruments | $ | 2.6 | $ | — | $ | 2.6 | $ | — |
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 $1.7 million and $3.1 million of railcar components from Axis for the three months ended November 30, 2025 and 2024, 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 17,000 railcars as of November 30, 2025. 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 and volatility in foreign exchange and interest rates. 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 16,300 units with an estimated value of $2.2 billion as of November 30, 2025, with deliveries extending into 2027 and beyond. Our backlog includes approximately $540 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 estimated backlog value as of November 30, 2025 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 November 30, 2025 Compared to the Three Months Ended November 30, 2024
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>November 30, | ||||||
|---|---|---|---|---|---|---|
| (in millions, except per share amounts) | 2025 | 2024 | ||||
| Revenue | ||||||
| Manufacturing | $ | 657.0 | $ | 830.9 | ||
| Leasing & Fleet Management | 49.1 | 45.0 | ||||
| 706.1 | 875.9 | |||||
| Cost of revenue | ||||||
| Manufacturing | 584.9 | 685.4 | ||||
| Leasing & Fleet Management | 17.9 | 16.9 | ||||
| 602.8 | 702.3 | |||||
| Margin | ||||||
| Manufacturing | 72.1 | 145.5 | ||||
| Leasing & Fleet Management | 31.2 | 28.1 | ||||
| 103.3 | 173.6 | |||||
| Selling and administrative expense | 59.9 | 62.0 | ||||
| Net gain on disposition of equipment | (17.7 | ) | (0.2 | ) | ||
| Earnings from operations | 61.1 | 111.8 | ||||
| Interest and foreign exchange | 15.5 | 23.4 | ||||
| Earnings before income tax and earnings from unconsolidated affiliates | 45.6 | 88.4 | ||||
| Income tax expense | (12.3 | ) | (33.4 | ) | ||
| Earnings before earnings from unconsolidated affiliates | 33.3 | 55.0 | ||||
| Earnings from unconsolidated affiliates | 4.0 | 4.1 | ||||
| Net earnings | 37.3 | 59.1 | ||||
| Net earnings attributable to noncontrolling interest | (0.9 | ) | (3.8 | ) | ||
| Net earnings attributable to Greenbrier | $ | 36.4 | $ | 55.3 | ||
| Diluted earnings per common share | $ | 1.14 | $ | 1.72 |
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>November 30, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||||
| Earnings (loss) from operations: | ||||||
| Manufacturing | $ | 48.6 | $ | 121.6 | ||
| Leasing & Fleet Management | 44.0 | 21.9 | ||||
| Corporate | (31.5 | ) | (31.7 | ) | ||
| $ | 61.1 | $ | 111.8 |
Consolidated Results
| Three months ended<br>November 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Increase<br>(Decrease) | % <br>Change | ||||||||
| Revenue | $ | 706.1 | $ | 875.9 | $ | (169.8 | ) | (19.4 | %) | |||
| Cost of revenue | $ | 602.8 | $ | 702.3 | $ | (99.5 | ) | (14.2 | %) | |||
| Margin (%) | 14.6 | % | 19.8 | % | (5.2 | %) | * | |||||
| Net earnings attributable to Greenbrier | $ | 36.4 | $ | 55.3 | $ | (18.9 | ) | (34.2 | %) |
* 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 $169.8 million or 19.4% for the three months ended November 30, 2025 as compared to the three months ended November 30, 2024 primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix.
Cost of revenue decreased $99.5 million or 14.2% for the three months ended November 30, 2025 as compared to the three months ended November 30, 2024 primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix.
Margin percentage decreased 5.2% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 primarily due to an unfavorable change in railcar manufacturing product mix during the three months ended November 30, 2025.
Net earnings attributable to Greenbrier decreased $18.9 million for the three months ended November 30, 2025 as compared to the three months ended November 30, 2024 primarily due to:
- $70.3 million decrease in Margin primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix during the three months ended November 30, 2025.
This was partially offset by the following:
- $21.1 million decrease in Income tax expense due to lower pre-tax earnings during the three months ended November 30, 2025.
- $17.5 million increase in Net gain on disposition of equipment primarily attributed to higher sales of assets from our lease fleet during the three months ended November 30, 2025.
- $7.9 million decrease in Interest and foreign exchange expense primarily attributed to the change in the Mexican Peso's foreign exchange rates relative to the U.S. Dollar and higher interest income during the three months ended November 30, 2025.
Manufacturing Segment
| Three months ended<br>November 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions, except railcar deliveries) | 2025 | 2024 | Increase<br>(Decrease) | % <br>Change | ||||||||
| Revenue | $ | 657.0 | $ | 830.9 | $ | (173.9 | ) | (20.9 | %) | |||
| Cost of revenue | $ | 584.9 | $ | 685.4 | $ | (100.5 | ) | (14.7 | %) | |||
| Margin (%) | 11.0 | % | 17.5 | % | (6.5 | %) | * | |||||
| Earnings from operations ($) | $ | 48.6 | $ | 121.6 | $ | (73.0 | ) | (60.0 | %) | |||
| Earnings from operations (%) | 7.4 | % | 14.6 | % | (7.2 | %) | * | |||||
| Deliveries | 4,100 | 5,600 | (1,500 | ) | (26.8 | %) |
* 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 $173.9 million or 20.9% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix.
Manufacturing Cost of revenue decreased $100.5 million or 14.7% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The decrease was primarily attributed to a 26.8% decline in deliveries and a change in railcar manufacturing product mix during the three months ended November 30, 2025.
Manufacturing Margin percentage decreased 6.5% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix during the three months ended November 30, 2025.
Manufacturing Earnings from operations decreased $73.0 million for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The decrease was primarily attributed to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix during the three months ended November 30, 2025.
Leasing & Fleet Management Segment
| Three months ended<br>November 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Increase<br>(Decrease) | % <br>Change | ||||||||
| Revenue | $ | 49.1 | $ | 45.0 | $ | 4.1 | 9.1 | % | ||||
| Cost of revenue | $ | 17.9 | $ | 16.9 | $ | 1.0 | 5.9 | % | ||||
| Margin (%) | 63.5 | % | 62.4 | % | 1.1 | % | * | |||||
| Earnings from operations ($) | $ | 44.0 | $ | 21.9 | $ | 22.1 | 100.9 | % | ||||
| Earnings from operations (%) | 89.6 | % | 48.7 | % | 40.9 | % | * |
* 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 increased $4.1 million or 9.1% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily attributed to a $4.9 million increase in rents associated with growth of the lease fleet and improved lease rates for the three months ended November 30, 2025.
Leasing & Fleet Management Cost of revenue increased $1.0 million or 5.9% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily due to higher costs from a larger lease fleet during the three months ended November 30, 2025.
Leasing & Fleet Management Margin percentage increased 1.1% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily attributed to improved lease rates during the three months ended November 30, 2025.
Leasing & Fleet Management Earnings from operations increased $22.1 million for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily attributed to a $17.6 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 three months ended November 30, 2025.
Selling and Administrative Expense
| Three months ended<br>November 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Increase<br>(Decrease) | % <br>Change | ||||||
| Selling and administrative expense | $ | 59.9 | $ | 62.0 | $ | (2.1 | ) | (3.4 | %) |
Selling and administrative expense was $59.9 million for the three months ended November 30, 2025 compared to $62.0 million for the prior comparable period. The $2.1 million decrease was primarily attributed to lower employee-related costs for the three months ended November 30, 2025.
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 $17.7 million for the three months ended November 30, 2025 compared to $0.2 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 November 30, 2025.
Interest and Foreign Exchange
Interest and foreign exchange expense was composed of the following:
| Three months ended<br>November 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Increase<br>(Decrease) | |||||
| Interest and foreign exchange: | ||||||||
| Interest and other expense, net | $ | 16.4 | $ | 20.1 | $ | (3.7 | ) | |
| Foreign exchange (gain) loss, net | (0.9 | ) | 3.3 | (4.2 | ) | |||
| $ | 15.5 | $ | 23.4 | $ | (7.9 | ) |
The $7.9 million decrease in Interest and foreign exchange expense for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily attributed to the change in the Mexican Peso's foreign exchange rates relative to the U.S. Dollar and higher interest income during the three months ended November 30, 2025.
Income Tax
For the three months ended November 30, 2025, we had Income tax expense of $12.3 million on pre-tax income of $45.6 million for an effective tax rate of 27.0%. The effective tax rate included a net discrete tax benefit of $0.4 million, primarily related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.
For the three months ended November 30, 2024, we had Income tax expense of $33.4 million on pre-tax income of $88.4 million for an effective tax rate of 37.8%. The effective tax rate includes net discrete tax expenses of $6.7 million, primarily related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.
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 and have 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 $4.0 million and $4.1 million for the three months ended November 30, 2025 and November 30, 2024, respectively.
Noncontrolling Interest
Net earnings attributable to noncontrolling interest was $0.9 million for the three months ended November 30, 2025 compared to $3.8 million for the three months ended November 30, 2024. Net earnings 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 $2.9 million decrease from the prior year was primarily a result of a decrease in earnings due to lower deliveries at our European operations.
Liquidity and Capital Resources
| Three months ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||||
| Net cash provided by (used in) operating activities | $ | 76.2 | $ | (65.1 | ) | |
| Net cash used in investing activities | (15.0 | ) | (53.7 | ) | ||
| Net cash provided by (used in) financing activities | (14.8 | ) | 63.4 | |||
| Effect of exchange rate changes | 2.6 | (0.3 | ) | |||
| Increase (decrease) in Cash and cash equivalents and Restricted cash | $ | 49.0 | $ | (55.7 | ) |
We continue to be financed through cash generated from operations and borrowings. At November 30, 2025 Cash and cash equivalents and Restricted cash were $375.4 million, an increase of $49.0 million from $326.4 million at August 31, 2025.
Cash Flows From Operating Activities
The $141.3 million change in Net cash provided by (used in) operating activities for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily due to a $138.5 million change in Leased railcars for syndication due to timing of syndication activity and a $31.0 million net change in working capital accounts, primarily Accounts receivable, net and Accounts payable and accrued liabilities associated with the timing of deliveries. This was partially offset by a $21.8 million decrease in Net earnings.
Cash Flows From Investing Activities
Cash used in investing activities primarily related to capital expenditures, net of proceeds from sale of assets. The $38.7 million decrease in Net cash used in investing activities for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily attributable to a $41.9 million increase in Proceeds from the sale of assets during the three months ended November 30, 2025.
| Three months ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||||
| Capital expenditures: | ||||||
| Leasing & Fleet Management | $ | (20.7 | ) | $ | (57.9 | ) |
| Manufacturing | (36.8 | ) | (1.2 | ) | ||
| Total capital expenditures (gross) | $ | (57.5 | ) | $ | (59.1 | ) |
| Proceeds from sales of assets | 42.5 | 0.6 | ||||
| Total capital expenditures (net of proceeds) | $ | (15.0 | ) | $ | (58.5 | ) |
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 $165 million for 2026.
Gross capital expenditures for 2026 are expected to be approximately $205 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 $78.2 million change in Net cash provided by (used in) financing activities for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily attributed to a $70.3 million decrease in net borrowings and a $12.9 million increase in the repurchase of stock during the three months ended November 30, 2025.
Dividend and Share Repurchase Program
A quarterly dividend of $0.32 per share was declared on January 7, 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 three months ended November 30, 2025, we repurchased a total of 303 thousand shares for $12.9 million. There were no share repurchases during the three months ended November 30, 2024. As of November 30, 2025, the amount remaining for repurchase under the share repurchase program was $64.9 million.
Cash, Borrowing Availability and Credit Facilities
As of November 30, 2025, we had $361.8 million in Cash and cash equivalents and $535.4 million in available borrowings. The available balance to draw under committed credit facilities includes $435.2 million on the North American credit facility, $86.0 million on the Mexican credit facilities and $14.2 million on the European credit facilities.
Senior secured credit facilities aggregated to $1.3 billion as of November 30, 2025 which consisted of the following components:
Lease fleet — Non-recourse
Leasing warehouse credit facility – As of November 30, 2025, a $450.0 million nonrecourse 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%. Interest rate swap agreements cover approximately 91% of the outstanding balance to swap the floating interest rate to a fixed rate. 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 November 30, 2025, 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 $5.4 million as of November 30, 2025 and August 31, 2025. 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 November 30, 2025, lines of credit totaling $122.6 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 $59.2 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 1.50% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from January 2026 through December 2026.
Mexican revolving credit facilities – As of November 30, 2025, 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) | November 30, <br>2025 | August 31,<br>2025 | ||
|---|---|---|---|---|
| Lease fleet – Non-recourse: | ||||
| Leasing warehouse credit facility | $ | 220.6 | $ | 222.3 |
| Corporate and other – Recourse: | ||||
| North American revolving credit facility | $ | — | $ | 5.0 |
| European revolving credit facilities | $ | 108.4 | $ | 77.6 |
| Mexican revolving credit facilities | $ | 70.0 | $ | 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 November 30, 2025, 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 $680.6 million of variable rate debt to fixed rate debt as of November 30, 2025.
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 November 30, 2025 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 $369.9 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 November 30, 2025, net assets of foreign subsidiaries aggregated to $147.3 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $14.7 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 $680.6 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 November 30, 2025, 85% of our outstanding debt had fixed rates and 15% had variable rates. At November 30, 2025, a uniform increase by 10% in variable interest rates would result in approximately $1.0 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 November 30, 2025 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:
| 10.1* | Stock Incentive Grant Program for Non-Employee Directors. |
|---|---|
| 10.2* | Form of Restricted Stock Unit Award Notice and Award Agreement Under The Greenbrier Companies, Inc. 2021 Stock Incentive Plan. |
| 10.3* | The Greenbrier Companies, Inc. Summary Description of FY 2026 Short-term Incentive Cash Bonus Program. |
| 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
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: | January 8, 2026 | By: | /s/ Michael J. Donfris |
| Michael J. Donfris | |||
| Senior Vice President, Chief Financial Officer | |||
| (Principal Financial Officer) |
EX-10.1
Revised: October 22, 2025
Exhibit 10.1
THE GREENBRIER COMPANIES, INC.
STOCK INCENTIVE GRANT PROGRAM FOR NON-EMPLOYEE DIRECTORS
The following provisions set forth the terms of the Stock Incentive Grant Program (the "Program") for non-employee directors of The Greenbrier Companies, Inc. (the "Company") under the Company's active stock incentive plan (the "Plan"). In the event of any inconsistency between the terms contained in the Program and in the Plan, the Plan shall govern. All capitalized terms that are not defined in the Program have the meanings set forth in the Plan.
Section 1. Eligibility. Each member of the Board elected to the Board who is not otherwise an employee or officer of the Company or any Related Company (an "Eligible Director") shall be eligible to receive Awards as set forth in the Program, subject to the terms of the Program.
Section 2. Stock Incentive Grants
- Initial Awards. Upon an Eligible Director's initial election to the Board as an Eligible Director, the Eligible Director shall automatically receive an award of vested Stock Units (the "Initial Award"). The Grant Date for an Initial Award to an Eligible Director is the date of that director’s first election to the Board. If such initial election occurs at an annual meeting of shareholders, the Initial Award shall be for a number of shares of Common Stock
calculated by dividing $160,000 by the average closing price for the 30 trading days immediately preceding the Grant Date and rounding up to the nearest whole share. If such initial election occurs on another date, the Initial Award shall be for a number of shares of Common Stock calculated by dividing $160,000 by the average closing price for the 30 trading days immediately preceding the Grant Date and multiplying the resulting quotient by a fraction, the numerator of which is the number of whole calendar months that elapse from the date such person first becomes an Eligible Director through the date of the first Annual Award (as defined below) immediately following the date he or she first becomes an Eligible Director and the denominator of which is twelve, and rounding up to the nearest whole share. A director who is also an employee of the Company or a Related Company but who subsequently ceases such employment status but remains a director shall not be eligible for an Initial Award.
- Annual Awards. Immediately following each annual meeting of shareholders, each Eligible Director shall automatically receive an award of vested Stock Units for a number of shares of Common Stock calculated by dividing $160,000 by the average closing price for the 30 trading days immediately preceding the Grant Date and rounding up to the nearest whole share (the "Annual Award"). The Grant Date of an Annual Award will be the date of such annual meeting.
- Vesting and Payment. Each Initial Award and Annual Award shall be immediately vested and payable. One share of Common Stock will be issuable for each vested Stock Unit that is payable. As soon as practicable after the Grant Date, the Company will settle the vested Stock Units by issuing to the Eligible Director one share of Common Stock for each vested Stock Unit. The Company will issue the shares of Common Stock by registering the shares of Common Stock in book entry form with the Company's transfer agent in the name of
Revised: October 22, 2025
the Eligible Director and any applicable restrictions will be noted in the records of the Company's transfer agent and in the book entry system.
Section 3. Amendment, Suspension or Termination of Program. The Board may amend, suspend or terminate the Program or any portion of it at any time and in such respects as it deems advisable. Except as provided in the Plan, any such amendment, suspension or termination shall not, without the consent of the Participant, impair or diminish any rights of a Participant under an outstanding Award.
Section 4. Effective Date. The Program shall become effective immediately and shall remain effective unless sooner terminated by the Board.
Section 5. General. Provisions of the Plan that are not discussed above, to the extent applicable to Eligible Directors, shall continue to govern the terms and conditions of Awards granted to Eligible Directors.
EX-10.2
Exhibit 10.2
THE GREENBRIER COMPANIES, INC. RESTRICTED STOCK UNIT AWARD NOTICE 2021 STOCK INCENTIVE PLAN (Time-Based Vesting)
The Greenbrier Companies, Inc. (the "Company") has granted to you (the "Participant") a Restricted Stock Unit Award (the "Award"). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the "Award Notice"), the attached Restricted Stock Unit Award Agreement (the "Agreement") and the Company's 2021 Stock Incentive Plan (the "Plan"), which is available by scanning the attached QR code.
| Participant: |
|---|
| Grant Date: |
| Number of Restricted Stock Units ("Units"): |
Vesting Schedule: The Award will vest with respect to the number of Units on the Vesting Dates indicated below:
| Vesting Date | Number of Restricted Stock Units Vesting |
|---|
The Award will vest on an accelerated basis as follows: in the event of your Termination of Service due to death or Disability, the Award will vest with respect to 100% of the remaining unvested Units effective immediately prior to your Termination of Service.
In the event of your Termination of Service by the Company without Cause, by you for Good Reason, or by you due to Retirement (and the Plan Administrator determines you have satisfied the Retirement requirements established by the Company and set forth in the Agreement), the Award will vest (on the next Vesting Date) with respect to a prorated portion of the Units that would have vested if your service had continued until the next Vesting Date, prorated based on the number of days of service you completed between the previous Vesting Date and the date of your Termination of Service, provided that you execute a general release of claims, containing restrictive covenants, and in the form provided by the Company, within 21 calendar days (or 45 calendar days if necessary to comply with applicable law, as determined by the Administrator in its discretion) after such Termination of Service and, if you are entitled to a seven calendar day post-signing revocation period under applicable law, do not revoke such release during such seven calendar day period (such 21 or 45 calendar day period together with, if applicable, such seven calendar day revocation period, the “Release Consideration Period”). All remaining unvested Restricted Stock Units will be forfeited.
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 set forth the entire understanding between
you and the Company regarding the Award and supersede all prior oral and written agreements on the subject with the exception of a change of control agreement, if any, between you and the Company in effect on the Grant Date. In the event of any conflict between the provisions of this Award Notice, the Agreement or the Plan, on the one hand, and the provisions of such change of control agreement, on the other hand, such change of control agreement shall govern. In the event of your Termination of Service in connection with which you receive vesting acceleration under such change in control agreement, the vesting acceleration provisions in such change of control agreement, and not set forth above, will govern.
| THE GREENBRIER COMPANIES, INC.<br><br><br><br><br><br><br><br><br><br>___________________________________<br>By: <br>Its: | PARTICIPANT<br><br><br><br><br><br><br><br><br><br>___________________________________ |
|---|---|
| Incorporated Documents:<br>1. Restricted Stock Unit Award Agreement<br>2. 2021 Stock Incentive Plan<br>3. Plan Summary |
THE GREENBRIER COMPANIES, INC. RESTRICTED STOCK UNIT AWARD NOTICE 2021 STOCK INCENTIVE PLAN (Performance-Based Vesting)
The Greenbrier Companies, Inc. (the "Company") has granted to you (the "Participant") a Restricted Stock Unit Award (the "Award"). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the "Award Notice"), the attached Restricted Stock Unit Award Agreement (the "Agreement") and the Company's 2021 Stock Incentive Plan (the "Plan"), which is available by scanning the attached QR code.
| Participant: |
|---|
| Grant Date: |
| Number of Restricted Stock Units ("Units"): |
Vesting Schedule: The Award will vest with respect to the number of Units set forth below upon the Committee's determination following the end of the applicable performance period regarding the level of performance achieved with respect to the applicable Threshold, Target and Maximum performance goals set forth on Appendix A to the Agreement.
| Performance Goal | Threshold Units | Target Units | Maximum Units |
|---|
For achievement of performance between these levels, the Award will vest with respect to the number of Units interpolated from the amounts set forth above on a straight-line basis.
The Award will vest on an accelerated basis as follows: in the event of your Termination of Service due to death or Disability, the Award will vest with respect to 100% of the remaining unvested Units assuming Target level of achievement effective immediately prior to your Termination of Service.
In the event of your Termination of Service by the Company without Cause, by you for Good Reason, or by you due to Retirement, and the Plan Administrator determines you have satisfied the Retirement requirements established by the Company and set forth in the Agreement, upon the Committee's determination following the end of the applicable performance period regarding the level of performance achieved, the Award will vest with respect to a prorated portion of the Units that would have vested based on achievement of Performance Goals, prorated based on the number of days of service you completed between the beginning date of the applicable performance period and the date of your Termination of Service, provided that you execute a general release of claims, containing restrictive covenants, and in the form provided by the Company, within 21 calendar days (or 45 calendar days if necessary to comply with applicable law, as determined by the Administrator in its discretion) after such Termination of Service and, if you are entitled to a seven calendar day post-signing revocation period under applicable law,
do not revoke such release during such seven calendar day period (such 21 or 45 calendar day period together with, if applicable, such seven calendar day revocation period, the “Release Consideration Period”).
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 set forth the entire understanding between you and the Company regarding the Award and supersede all prior oral and written agreements on the subject with the exception of a change of control agreement, if any, between you and the Company in effect on the Grant Date. In the event of any conflict between the provisions of this Award Notice, the Agreement or the Plan, on the one hand, and the provisions of such change of control agreement, on the other hand, such change of control agreement shall govern. In the event of your Termination of Service in connection with which you receive vesting acceleration under such change in control agreement, the vesting acceleration provisions in such change of control agreement, and not set forth above, will govern.
| THE GREENBRIER COMPANIES, INC.<br><br><br><br><br><br><br><br><br><br>___________________________________<br><br>By:<br>Its: | PARTICIPANT<br><br><br><br><br><br><br><br>___________________________________ |
|---|---|
| Incorporated Documents:<br>1. Restricted Stock Unit Award Agreement<br>2. 2021 Stock Incentive Plan<br>3. Plan Summary |
THE GREENBRIER COMPANIES, INC.
2021 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to your Restricted Stock Unit Award Notice (the "Award Notice") and this Restricted Stock Unit Award Agreement (this "Agreement"), The Greenbrier Companies, Inc. (the "Company") has granted you a Restricted Stock Unit Award (the "Award") under its 2021 Stock Incentive Plan (the "Plan") for the number of Restricted 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:
- Vesting and Settlement
Subject to the terms of this Agreement, the Award will vest and become payable according to the vesting schedule set forth in the Award Notice (the "Vesting Schedule"). One share of the Company's Common Stock will be issuable for each Restricted Stock Unit that vests and becomes 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. Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as "Vested Units." Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as "Unvested Units." The Unvested Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to forfeiture) and become payable in accordance with the Vesting Schedule (the Unvested and Vested Units are collectively referred to herein as the "Units"). As soon as practicable after Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to you one share of the Company's Common Stock for each Vested Unit. The Award will terminate, and the Unvested Units will be subject to forfeiture upon your Termination of Service as set forth in Section 2.
- Termination of Service
2.1 Unless the Plan Administrator determines otherwise prior to your Termination of Service, upon your Termination of Service any portion of the Award that has not vested as provided in Section 1 will immediately terminate and be forfeited to the Company without payment of any consideration to you. You will have no further rights, and the Company will have no further obligations to you, with respect to such Unvested Units.
2.2 For purposes of this Agreement, "Cause" means (i) a willful and continued failure to perform substantially the Participant's duties with the Company, other than such failure (A) resulting from Participant's Disability or incapacity due to bodily injury or physical or mental illness; or (B) for which a demand for substantial performance is delivered to Participant which specifically identifies the manner in which Participant has not substantially performed Participant's duties and provides a 30-day period during which time Participant may take corrective actions, which period of time has not yet expired; or (ii) the conviction of 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.
3.2 You hereby agree that you will in no event sell or distribute all or any part of the shares of the Company's Common Stock that you receive pursuant to settlement of this Award (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.
3.3 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.
3.4 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.
- Transfer Restrictions
Units may not be sold, transferred, assigned, encumbered, pledged or otherwise disposed of, whether voluntarily or by operation of law.
- No Rights as Stockholder
You will not have voting or other rights as a stockholder of the Common Stock with respect to the Units.
- 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.
- Dividend Equivalent Rights
In the event that the Company pays an ordinary cash dividend on its Common Stock and the dividend record date occurs before all of the Units subject to the Award have either been settled or terminated, the Company will credit the Award with a dollar amount equal to (a) the per share cash dividend paid by the Company on its Common Stock on the dividend payment date, multiplied by (b) the total number of outstanding and unsettled Restricted Stock Units subject to the Award (including Unvested Units) as of the dividend record date (the "Dividend Equivalent Rights"). Any Dividend Equivalent Rights credited shall be subject to the same vesting, payment and other terms, conditions and restrictions as the Restricted Stock Units to which they relate; provided, however, that the amount of any Dividend Equivalent Rights shall be paid in cash or in shares of the Company's Common Stock (in either case, without interest), as determined by the Committee in its sole discretion on or before the date such Dividend Equivalent Rights are paid. Any Dividend Equivalent Rights paid in the form of shares of the Company's Common Stock will be calculated by dividing (a) the amount of the Dividend Equivalent Rights by (b) the Fair Market Value of the Company's Common Stock on the dividend payment date (rounded down to the nearest whole number of shares).
- Withholding
8.1 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.
8.2 Tax Withholding. 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 otherwise payable to you with respect to your Vested Units the number of whole shares of the Company's common stock 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.
- General Provisions
9.1 Assignment. The Company may assign its forfeiture rights at any time, whether or not such rights are then exercisable, to any person or entity selected by the Company's Board of Directors.
9.2 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.
9.3 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.
9.4 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.
9.5 No Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute an employment 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.
9.6 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. In the event the Release Consideration Period includes the immediately subsequent Vesting Date, any vesting that would otherwise occur on such Vesting Date will occur on the business day immediately following such Release Consideration Period.
9.7 Recoupment. You agree that the Award and any other award granted to you under the Plan (including, in each case, any proceeds, gains or other economic benefit received by you therefrom), and any other compensation paid to you by the Company, will be subject to
any recoupment, clawback or similar policy of the Company, as may be adopted from time to time, including The Greenbrier Companies, Inc. Mandatory Clawback Policy as in effect as of the date hereof and as may be further amended from time to time. No recovery of compensation under such a policy will constitute an event that triggers or contributes to any right you may have to resign for "good reason" or "constructive termination" (or similar term) under any arrangement with the Company.
EX-10.3
Exhibits 10.3
Summary Description of Executive Officer
FY 2026 Short-term Incentive Cash Bonus Program
Confidential
This summary was prepared to provide a better understanding of The Greenbrier Companies, Inc. Short-term Incentive Cash Bonus Program. Greenbrier reserves the right to change or terminate the Program at any time for any reason. Participation in the Program does not give anyone the right to continued employment with The Greenbrier Companies, Inc.
Introduction
The Greenbrier Companies (“Company”) sets high goals for itself–goals that “stretch” Company performance to the next level. Our employees play an important role in helping the Company realize these goals. The Greenbrier Companies Short-term Incentive Cash Bonus Program (“Bonus Program”; “Program”) provides annual financial rewards when the Company achieves certain financial performance goals during the fiscal year (September 1- August 31).
The Bonus Program is a key component of total compensation for eligible employees who have a direct impact on the near-term performance of the Company. The Program is designed to align individual goals with Company financial goals and offer employees the opportunity to increase total annual cash compensation by meeting or exceeding these goals.
The goals are intended to promote teamwork and collaboration among employees and to encourage individual accountability. Financial goals support increasing our profitability and/or making better use of the money we invest in our business. There are a number of ways an individual can help the Company achieve these goals. Careful expense management, reducing waste, making effective use of supplies, avoiding injury and spending less by purchasing wisely can reduce our overall costs. Beyond cost management or simply working harder, individuals can make a significant contribution to our success through applying better methods and procedures, increasing productivity, implementing innovative ideas and thoughtful analysis to identify new opportunities. In other words, the quality and care with which an employee performs their daily responsibilities can make a significant difference to both the Company’s and the employee’s own personal financial success.
The detailed terms of the Program and the specific financial performance goals are confidential. The Program is subject to the administrative oversight of the Compensation Committee of Greenbrier’s Board of Directors (“Compensation Committee”), and their interpretation of the Program provisions is final. No employee receives any right to any bonus through this summary of the Program, or any other document until bonus awards have been approved and confirmed by the Compensation Committee.
How the Bonus Program Works Eligibility
Certain executives, managers and professional salaried employees who, as determined by the Company, directly impact the financial performance of the organization are eligible to participate in the Program. Determination of participation in this Program is at the sole discretion of the Company and is reviewed and determined on an annual basis. Eligibility is based on active, regular employment status and not being a participant in another bonus or incentive program.
When an employee first becomes eligible, their manager will notify them.
At times, special circumstances require a review of an individual’s Program eligibility. These include promotions, transfers, disability, etc. Exceptions must be approved by the Chief Executive Officer, the Chief HR Officer, or the Compensation Committee where applicable.
Individual Bonus Target
Every Program participant has an individual target incentive (“bonus target”), stated as a percentage of annual eligible earnings. Bonus target depends on job responsibilities and competitive compensation practices in the labor markets where we compete for talent. The employee’s manager will inform them of their bonus target percentage. Actual incentive payout may be less or greater than target, depending on Company and individual performance.
Individual bonus targets may change from year to year.
Performance Goals
Each year financial performance metrics are established and, where applicable, individual performance goals are agreed upon. The goals are aggressive and require a “stretch” by the organization to meet them. The final determination of financial goal achievement and adjustments, if any, for special and non-recurring items is the responsibility of the Compensation Committee.
Achievement of financial performance goals and management’s assessment of business unit and individual work performance or, where applicable, individual goal achievement will be used to determine payout.
Bonus Pool
A bonus pool will initially be calculated as the sum of individual bonuses payable under the terms of the Program, based on the achievement of financial performance goals and the formulas set forth in Attachment ‘A’. In consultation with and upon the recommendation of the Chief Executive Officer, the Compensation Committee may cap the aggregate amount of the bonus pool and adjust individual bonuses downward.
How Payouts Are Calculated
Upon completion of the Program Year, achievement against each of the financial performance measures is determined. For each performance measure, the percentage weighting is applied to the percentage of target that was actually achieved. The weighted performance measure results are added together to determine the total payout for the Program as a percentage of target. This Program percentage of target is used to determine the bonus pool. If results for performance measures are below threshold level, no payout will be made. Each performance measure is judged individually.
Management will review business group performance as well as each employee’s individual performance and individual goal achievement (if applicable) and determine final payout amounts.
Eligible Earnings
Eligible earnings are base salary amounts paid during the fiscal year (between the period September 1 and August 31), based on the contributions an eligible individual makes when active at work including any amount of base salary deferred to 401k, Nonqualified Deferred Compensation, Health Savings Account (HSA) or Flexible Spending Account (FSA) plans. Eligible earnings include overtime pay, shift premium and amounts paid under a PTO program or Extended Sick Leave (ESL) program, amounts paid for bereavement and/or jury service and any other payments to the extent required by law.
The following amounts are not considered base salary and are excluded from eligible earnings for purposes of Bonus Program calculations: PTO buy-back; equity compensation including dividend payments; incentive compensation; taxable addition for ESPP; other bonus amounts; relocation payments; auto and other allowances; premiums for international assignments; employer 401k match and employer HSA contributions; tuition assistance; severance; reimbursed business expenses; and amounts paid while the eligible employee was not actively at work (i.e. disability; workers compensation).
Payment and Taxation of Payouts
Annual incentive payouts are paid 2½ months after the end of the Program Year. Normally, the incentive payout will be treated as ordinary income in the calendar year it is paid and is subject to all statutorily required withholdings.
Employment at Will and Creditor Status
Nothing contained in this Program and no action taken pursuant to its provisions shall create a trust of any kind between the Company and any participants. To the extent that any participant acquires a right to receive payments from the Company under the Program, such right shall be no greater than the right of an unsecured creditor of the Company. Neither the right to receive a payment under this Program, nor any action taken because of the Program, shall give the employee any right to be retained in the employ of the Company or alter the employment-at-will relationship between an employee and Company (as applicable to US employees).
What Happens When
The employee is hired or promoted to an eligible position in the middle of the Program Year?
For new participants in a bonus eligible position with less than a full fiscal year of service, the bonus award will be prorated based on actual eligible earnings during the period beginning September 1 and ending August 31 (the “Program Year”). Employees hired in August will be eligible for the following year’s bonus program starting September 1.
Annual incentive program changes (to an individual’s target and/or performance metrics) associated with a promotion prior to August will become effective on the date of the promotion.
Annual incentive program changes (to an individual’s target and/or performance metrics) associated with a promotion in August will become effective in the new fiscal year beginning September 1. Annual incentive payout will be calculated based on eligible earnings for the Program Year. Individual targets and performance metrics will be applied pro-rata based on the effective date of the change.
Employee transfers between Corporate and/or Business Units during the Program Year?
Annual incentive payout will be calculated based on the employee’s eligible earnings for the year, and performance metrics will be applied pro-rata based on the effective date of the change. Management will collaborate between Corporate and/or the business unit(s) in the assessment of individual performance. Annual incentive program changes associated with a transfer in August, will become effective in the new fiscal year beginning September 1.
Employee takes a leave of absence (including short-term disability, long-term disability, paid and unpaid leave, military leave and/or FMLA)?
The amount of annual incentive payout calculated, if any, will be prorated based on eligible earnings for the time actually worked during the Program Year.
Employment ends prior to the payment of bonus?
Except as set forth below or in another Company agreement, plan or policy covering an employee, an employee who voluntarily resigns or is involuntarily terminated prior to the date bonus payments are made will not receive a bonus award unless otherwise required by applicable country-specific or statutory regulations.
Employment ends due to Retirement?
If, during a Program Year, an employee’s employment terminates as a result of that employee’s Retirement (as defined below), the employee will remain eligible to receive a bonus payment as if such employment had not terminated, provided that the employee executes a general release of claims, containing restrictive covenants, and in the form provided by the Company, within 21 calendar days (or 45 calendar days if necessary to comply with applicable law, as determined by the Program administrator in its discretion) after such termination and, if the employee is entitled to a seven calendar day post-signing revocation period under applicable law, does not revoke such release during such seven calendar day period. The bonus payment will be prorated based on eligible wages earned during the Program Year prior to such termination. For this purpose, “Retirement” means a termination of the employee’s service voluntarily by the employee on or after the date that the sum of the employee’s (1) age (rounded down) plus (2) years of service with the Company or its subsidiaries (rounded down) equals or exceeds 70. If the employee’s service previously terminated and the employee recommenced service with the Company or its subsidiaries more than one year after the termination date, the period of such previous service will not count towards years of service. If the employee’s service previously terminated and the employee recommenced service with the Company or its subsidiaries within one year or less of
the termination date, the period of such previous service will count towards years of service. For subsidiaries acquired by the Company, only employees of such subsidiary who were employed on the date of the closing of the acquisition of such subsidiary will be given credit for years of service with such subsidiary prior to the date of such closing. In order for an employee to incur a Retirement for purposes of this Program, the employee must notify the Company of such anticipated Retirement at least 6 months prior to the effective date of such Retirement.
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 November 30, 2025;
- 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: January 8, 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 November 30, 2025;
- 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: January 8, 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 November 30, 2025, 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: | January 8, 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 November 30, 2025, 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: | January 8, 2026 |
|---|---|
| /s/ Michael J. Donfris | |
| Michael J. Donfris | |
| Senior Vice President, Chief Financial Officer<br><br>(Principal Financial Officer) |