Condensed Consolidated Statements of Comprehensive Income

26Three Months Ended November 30, 2025 Compared to the Three Months Ended November 30, 2024

Foreign Currency Exchange Risk

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $694680.96 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 MayNovember 3130, 2025, 8685% of our outstanding debt had fixed rates and 1415% had variable rates. At MayNovember 3130, 2025, a uniform increase by 10% in variable interest rates would result in approximately $1.0 million of additional annual interest expense.

Item 1. Legal Proceedings

Item 6. Exhibits

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets

Notes to Condensed Consolidated Financial Statements

Leasing & Fleet Management Segment

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 ~~May~~November 3130, 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.

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 ~~June~~January 262, ~~2025~~2026 was 30,~~883~~886,~~672~~163 shares.

FORM 10-Q

Table of Contents

		Page
	Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	54
Item 1.	Condensed Consolidated Financial Statements	54
	Condensed Consolidated Balance Sheets	54
	Condensed Consolidated Statements of Income	65
	Condensed Consolidated Statements of Comprehensive Income	76
	Condensed Consolidated Statements of Equity	87
	Condensed Consolidated Statements of Cash Flows	98
	Notes to Condensed Consolidated Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2523
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4435
Item 4.	Controls and Procedures	4435
PART II.	OTHER INFORMATION	4536
Item 1.	Legal Proceedings	4536
Item 1A.	Risk Factors	4536
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4536
Item 5.	Other Information	4536
Item 6.	Exhibits	4637
	Signatures	4738

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 ~~following:~~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.

an economic downturn or economic uncertainty;

governmental policy changes impacting international trade and corporate tax, including tariffs;

risks related to our operations outside of the United States (U.S.) including enforcement actions by regulators related to tax, environmental, labor, safety, or other regulations;

a material delay in the movement of our products to customer delivery points, including delays at border crossings;

shortages of skilled labor, increased labor costs, or a failure to maintain good relations with our workforce;

price volatility for supplies to our business as well as goods and services in our industry;

mismatch of supply and demand, interruptions of supply lines, inefficient or overloaded logistics platforms, among other factors which may cause the markets for the inputs to our business to fail to operate effectively or efficiently;

undertaking and management of capital expenditures;

creation, implementation and use of information technology systems;

cybersecurity threats and incidents;

equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities;

monetary and other policy interventions by governments and central banks, including the increase of interest rates;

changes in demand for our railcar equipment and services;

changes in our product mix or revenue due to shifts in demand;

the cyclical nature of our business;

the loss of, or reduction of, business from one or more of our limited number of customers;

impacts from international conflicts or other geopolitical events, including the war in Ukraine and military conflict in the Middle East;

our ability to realize the anticipated benefits of our enhanced leasing strategy;

inflation, including wage inflation and a rise in prices for energy and other inputs;

a decline in performance, or increase in efficiency, of the rail freight industry; and

our inability to lease railcars at satisfactory rates, remarket leased railcars on favorable terms upon lease termination, or realize the expected residual values for end of life railcars due to changes in scrap prices.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including the risks, uncertainties and factors 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.

PART I. FINANCIAL INFORMATION

(In millions, except number of shares which are reflected in thousands, unaudited)

	May 31, 2025			August 31,2024
	November 30, 2025			August 31,2025
Assets
Cash and cash equivalents	$	~~296~~361.8		$	~~351~~306.81
Restricted cash		4513.26			1620.83
Accounts receivable, net		~~507~~509.72			~~523~~526.84
Income tax receivable		3318.75			4544.19
Inventories		~~707~~680.63			~~770~~688.93
Leased railcars for syndication		~~248~~178.68			~~130~~225.79
Equipment on operating leases, net		1,~~300~~330.49			1,~~243~~328.5
Property, plant and equipment, net		~~711~~719.71			~~711~~726.7
Investment in unconsolidated affiliates		9598.09			8799.3
Intangibles and other assets, net		~~277~~254.37			~~244~~264.42
Goodwill		129.28			~~128~~130.50
	$	4,~~353~~295.26		$	4,~~254~~360.56
Liabilities and Equity
Revolving notes	$	378.8		$	351.6
Accounts payable and accrued liabilities	$	577.5		$	651.7
Accounts payable and accrued liabilities		696.2			731.4
Debt, net
Deferred income taxes		151.9			130.1
Recourse		794.8			771.2
Deferred revenue		32.5			58.9
Non-recourse		971.4			979.7
Notes payable, net		1,383.9			1,404.2
		1,766.2			1,750.9
Commitments and contingencies (Note 15)
Deferred income taxes		186.7			180.2
Contingently redeemable noncontrolling interest		40.1			41.7
Deferred revenue		29.7			44.3
Commitments and contingencies (Note 13)
Contingently redeemable noncontrolling interest		34.5			35.8
Equity
Greenbrier
Preferred stock - without par value; 25,000 shares authorized; none outstanding		—			—
Common stock - without par value; 50,000 shares authorized; 30,883 and 31,135 shares outstanding at May 31, 2025 and August 31, 2024		—			—
Common stock - without par value; 50,000 shares authorized; 30,896 and 30,873 shares outstanding at November 30, 2025 and August 31, 2025		—			—
Additional paid-in capital		~~361~~346.19			~~375~~364.17
Retained earnings		1,~~172~~225.52			1,~~035~~199.0
Accumulated other comprehensive loss		(29.69	)		(3431.02	)
Total equity – Greenbrier		1,~~504~~542.02			1,~~376~~532.15
Noncontrolling interest		~~165~~158.8			~~160~~165.52
Total equity		1,~~669~~701.80			1,~~536~~697.67
	$	4,~~353~~295.26		$	4,~~254~~360.56

The accompanying notes are an integral part of these financial 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						Nine Months Ended
	Three months endedNovember 30,
	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
	2025			2024
Revenue
Manufacturing	$	~~778~~657.20		$	~~755~~830.09		$	~~2,298.9~~		$	~~2,325.7~~
Leasing & Fleet Management		6449.51			6545.20			~~181.8~~			~~166.0~~
		842.7			820.2			2,480.7			2,491.7
		706.1			875.9
Cost of revenue
Manufacturing		~~672~~584.69			~~672~~685.24			~~1,958.4~~			~~2,070.1~~
Leasing & Fleet Management		1817.69			2416.29			~~58.6~~			~~54.3~~
		691.2			696.4			2,017.0			2,124.4
		602.8			702.3
Margin		~~151~~103.53			~~123~~173.86			~~463.7~~			~~367.3~~
Selling and administrative expense		6559.9			5962.30			~~192.5~~			~~179.2~~
Net gain on disposition of equipment		(717.07	)		(70.82	)		~~(16.8~~	)		~~(12.6~~	)
Earnings from operations		9261.61			72111.38			~~288.0~~			~~200.7~~
Interest and foreign exchange		1315.25			2423.74			~~58.3~~			~~72.5~~
Earnings before income tax and earnings from unconsolidated affiliates		7945.46			4788.64			~~229.7~~			~~128.2~~
Income tax expense		(1812.13	)		(1033.74	)		~~(71.5~~	)		~~(30.0~~	)
Earnings before earnings from unconsolidated affiliates		6133.3			3655.90			~~158.2~~			~~98.2~~
Earnings from unconsolidated affiliates		64.20			34.71			~~14.6~~			~~9.2~~
Net earnings		6737.53			4059.61			~~172.8~~			~~107.4~~
Net earnings attributable to noncontrolling interest		(70.49	)		(63.78	)		~~(5.5~~	)		~~(8.9~~	)
Net earnings attributable to Greenbrier	$	6036.14		$	3355.93		$	~~167.3~~		$	~~98.5~~
Basic earnings per common share	$	1.9218		$	1.0977		$	~~5.35~~		$	~~3.17~~
Diluted earnings per common share	$	1.8614		$	1.0672		$	~~5.18~~		$	~~3.05~~
Weighted average common shares
Basic		3130,~~186~~953			31,~~131~~246			~~31,269~~			~~31,091~~
Diluted		3231,~~184~~865			32,~~021~~223			~~32,272~~			~~32,456~~

The accompanying notes are an integral part of these financial statements

(In millions, unaudited)

	Three Months Ended						Nine Months Ended
	Three months endedNovember 30,
	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
	2025			2024
Net earnings	$	6737.53		$	4059.61		$	~~172.8~~		$	~~107.4~~
Other comprehensive income (loss)
Translation adjustment		~~15.~~1.0			(111.3	)		~~3.9~~			~~(3.1~~	)
Reclassification of derivative financial instruments recognized in net earnings1		(3.4	)		(4.2	)		(10.3	)		(11.7	)
Reclassification of derivative financial instruments recognized in net earnings 1		(2.5	)		(3.5	)
Unrealized gain (loss) on derivative financial instruments2		(0.9	)		6.4			10.0			13.5
Unrealized gain on derivative financial instruments 2		2.9			7.2
Other (net of tax effect)		(0.41	)		—			~~0.8~~			~~0.6~~
		11.2			0.9			4.4			(0.7	)
		1.3			(7.6	)
Comprehensive income		7838.76			4151.5			~~177.2~~			~~106.7~~
Comprehensive income attributable to noncontrolling interest		(70.49	)		(63.78	)		~~(5.5~~	)		~~(8.9~~	)
Comprehensive income attributable to Greenbrier	$	7137.37		$	3447.87		$	~~171.7~~		$	~~97.8~~

1 Net of tax effect of $0.95 million and $10.29 million for the three months ended ~~May~~November 3130, 2025 and ~~May 31,~~ 2024, respectively~~, and $2~~.~~6 million and $3.1 million for the nine months ended May 31, 2025 and May 31, 2024, respectively.~~

2 Net of tax effect of $~~1.2 million and~~ ($10.78 million) ~~for the three months ended May 31, 2025~~ and ~~May 31, 2024, respectively, and (~~$(2.80 million) ~~and ($3.5 million)~~ for the ~~nine~~three months ended ~~May~~November 3130, 2025 and ~~May 31,~~ 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)

	Attributable to Greenbrier
	Common Stock Shares			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
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		—			—			~~167~~36.34			—			~~167~~36.34			72.12			~~174~~38.46			(1.63	)
Other comprehensive income, net		—			—			—			41.43			41.43			—			41.43			—
Noncontrolling interest adjustments		—			—			—			—			—			9.(1.9	)		9.(1.9	)		—
Joint venture partner distribution declared		—			—			—			—			—			(106.97	)		(106.97	)		—
Restricted stock awards (net of cancellations)		0.3			138.30			—			—			138.30			—			138.30			—
Unamortized restricted stock		—			(1816.94	)		—			—			(1816.94	)		—			(1816.94	)		—
Stock based compensation expense		—			133.45			—			—			133.45			—			133.45			—
Repurchase of stock		(0.53	)		(2112.89	)		—			—			(2112.89	)		—			(2112.89	)		—
Cash dividends ($0.92 per share)		—			—			(29.8	)		—			(29.8	)		—			(29.8	)		—
Cash dividends ($0.32 per share)		—			—			(10.2	)		—			(10.2	)		—			(10.2	)		—
Balance May 31, 2025		30.9		$	361.1		$	1,172.5		$	(29.6	)	$	1,504.0		$	165.8		$	1,669.8		$	40.1
Balance November 30, 2025		30.9		$	346.9		$	1,225.2		$	(29.9	)	$	1,542.2		$	158.8		$	1,701.0		$	34.5

	Attributable to Greenbrier
	Common Stock Shares			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance February 28, 2025		31.4		$	378.3		$	1,122.7		$	(40.8	)	$	1,460.2		$	160.3		$	1,620.5		$	41.2
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		—			—			6055.13			—			6055.13			82.54			6857.67			(1.14	)
Other comprehensive income, net		—			—			—			11.2			11.2			—			11.2			—
Other comprehensive loss, net		—			—			—			(7.6	)		(7.6	)		—			(7.6	)		—
Noncontrolling interest adjustments		—			—			—			—			—			14.24			14.24			—
Joint venture partner distribution declared		—			—			—			—			—			(45.20	)		(45.20	)		—
Restricted stock awards (net of cancellations)		—0.3			011.73			—			—			011.73			—			011.73			—
Unamortized restricted stock		—			(016.8	)		—			—			(016.8	)		—			(016.8	)		—
Stock based compensation expense		—			4.72			—			—			4.72			—			4.72			—
Repurchase of stock		(0.5	)		(21.8	)		—			—			(21.8	)		—			(21.8	)		—
Cash dividends ($0.30 per share)		—			—			(9.8	)		—			(9.8	)		—			(9.8	)		—
Cash dividends ($0.32 per share)		—			—			(10.3	)		—			(10.3	)		—			(10.3	)		—
Balance November 30, 2024		31.4		$	373.8		$	1,080.5		$	(41.6	)	$	1,412.7		$	162.3		$	1,575.0		$	43.1
Balance May 31, 2025		30.9		$	361.1		$	1,172.5		$	(29.6	)	$	1,504.0		$	165.8		$	1,669.8		$	40.1

	Attributable to Greenbrier
	Common Stock Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance August 31, 2023		30.9	$	364.4		$	897.5		$	(7.3	)	$	1,254.6		$	155.6		$	1,410.2		$	55.6
Net earnings		—		—			98.5			—			98.5			8.2			106.7			0.7
Other comprehensive loss, net		—		—			—			(0.7	)		(0.7	)		—			(0.7	)		—
Noncontrolling interest adjustments		—		—			—			—			—			1.7			1.7			—
Joint venture partner distribution declared		—		—			—			—			—			(7.2	)		(7.2	)		—
Restricted stock awards (net of cancellations)		0.2		14.5			—			—			14.5			—			14.5			—
Unamortized restricted stock		—		(19.6	)		—			—			(19.6	)		—			(19.6	)		—
Stock based compensation expense		—		12.2			—			—			12.2			—			12.2			—
Repurchase of stock		—		(1.3	)		—			—			(1.3	)		—			(1.3	)		—
Cash dividends ($0.90 per share)		—		—			(29.1	)		—			(29.1	)		—			(29.1	)		—
Balance May 31, 2024		31.1	$	370.2		$	966.9		$	(8.0	)	$	1,329.1		$	158.3		$	1,487.4		$	56.3

	Attributable to Greenbrier
	Common Stock Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance February 29, 2024		31.1	$	366.1		$	942.7		$	(8.9	)	$	1,299.9		$	154.6		$	1,454.5		$	56.0
Net earnings		—		—			33.9			—			33.9			6.4			40.3			0.3
Other comprehensive income, net		—		—			—			0.9			0.9			—			0.9			—
Noncontrolling interest adjustments		—		—			—			—			—			0.1			0.1			—
Joint venture partner distribution declared		—		—			—			—			—			(2.8	)		(2.8	)		—
Restricted stock awards (net of cancellations)		—		0.4			—			—			0.4			—			0.4			—
Unamortized restricted stock		—		(0.4	)		—			—			(0.4	)		—			(0.4	)		—
Stock based compensation expense		—		4.1			—			—			4.1			—			4.1			—
Cash dividends ($0.30 per share)		—		—			(9.7	)		—			(9.7	)		—			(9.7	)		—
Balance May 31, 2024		31.1	$	370.2		$	966.9		$	(8.0	)	$	1,329.1		$	158.3		$	1,487.4		$	56.3

The accompanying notes are an integral part of these financial statements

Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)

	Nine Months Ended
	Three months endedNovember 30,
	May 31, 2025			May 31, 2024
	2025			2024
Cash flows from operating activities
Net earnings	$	~~172~~37.83		$	~~107~~59.41
Adjustments to reconcile net earnings to net cash provided by operating activities:
Deferred income taxes		811.74			(~~33.~~1.4	)
Depreciation and amortization		8932.35			8229.32
Net gain on disposition of equipment		(1617.87	)		(120.62	)
Stock based compensation expense		133.45			124.2
Noncontrolling interest adjustments		9.1			1.7
Earnings from unconsolidated affiliates		(4.0	)		(4.1	)
Other		2.6			3.1
Noncontrolling interest adjustments		(1.9	)		4.4
Other		1.0			0.9
Decrease (increase) in assets:
Accounts receivable, net		1516.27			43(65.3	)
Income tax receivable		1126.4			2218.24
Inventories		39(1.35	)		6(0.4	)
Leased railcars for syndication		~~(133~~55.52	)		(2983.83	)
Other assets		07.8			26.40
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(1776.82	)		(9420.28	)
Deferred revenue		(2614.83	)		27(11.18	)
Net cash provided by operating activities		167.7			138.4
Net cash provided by (used in) operating activities		76.2			(65.1	)
Cash flows from investing activities
Proceeds from sales of assets		7542.45			670.96
Capital expenditures		(~~209~~57.15	)		(~~324~~59.71	)
Cash distribution from unconsolidated affiliates and other		6.2			2.5
Other		—			4.8
Net cash used in investing activities		(~~127~~15.50	)		(~~254~~53.37	)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		12.3			19.0
Net change in debt with maturities of 90 days or less		(5.0	)		122.0
Proceeds from revolving notes with maturities longer than 90 days		48.2			176.9
Proceeds from debt with maturities longer than 90 days		31.8			5.2
Repayments of revolving notes with maturities longer than 90 days		(34.2	)		(145.8	)
Repayments of debt with maturities longer than 90 days		(11.9	)		(42.0	)
Proceeds from issuance of notes payable		48.8			180.5
Debt issuance costs		—			(0.9	)
Repayments of notes payable		(71.5	)		(78.9	)
Repurchase of stock		(12.9	)		—
Debt issuance costs		(5.0	)		(2.8	)
Dividends		(1.7	)		(10.4	)
Repurchase of stock		(21.8	)		(1.3	)
Cash distribution to joint venture partner		(6.7	)		(5.0	)
Dividends		(29.7	)		(29.1	)
Tax payments for net share settlement of restricted stock		(8.4	)		(5.5	)
Cash distribution to joint venture partner		(10.9	)		(7.2	)
Net cash provided by (used in) financing activities		(14.8	)		63.4
Tax payments for net share settlement of restricted stock		(5.6	)		(5.2	)
Effect of exchange rate changes		2.6			(0.3	)
Net cash provided by (used in) financing activities		(69.4	)		106.1
Increase (decrease) in Cash and cash equivalents and Restricted cash		49.0			(55.7	)
Effect of exchange rate changes		2.6			(1.1	)
Decrease in Cash and cash equivalents and Restricted cash		(26.6	)		(10.9	)
Cash and cash equivalents and Restricted cash
Beginning of period		~~368~~326.64			~~302~~368.76
End of period	$	~~342~~375.04		$	~~291~~312.89
Balance sheet reconciliation
Cash and cash equivalents	$	~~296~~361.8		$	~~271~~300.60
Restricted cash		4513.26			2012.29
Total Cash and cash equivalents and Restricted cash as presented above	$	~~342~~375.04		$	~~291~~312.89
Cash paid during the period for
Interest	$	6417.2		$	6517.98
Income taxes paid, net	$	28.3		$	40.3
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	$	428.5		$	6614.82
Capital expenditures accrued in Accounts payable and accrued liabilities	$	83.05		$	158.75
Change in Accounts payable and accrued liabilities associated with dividends declared	$	08.15		$	—0.6

The accompanying notes are an integral part of these financial statements

(Unaudited)

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and its subsidiaries as of ~~May~~November 3130, 2025 and for the three ~~and nine~~ months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 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 ~~and nine~~ months ended ~~May~~November 3130, 2025 are not necessarily indicative of the results to be expected for the entire year ending August 31, ~~2025~~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, ~~2024~~2025.

Effective September 1, ~~2024~~2025, the Company ~~combined~~changed ~~the~~its ~~former~~measurement ~~Maintenance~~basis ~~Services~~for ~~and~~allocating ~~Manufacturing~~revenue ~~segments~~and ~~into~~expenses aassociated ~~single~~with ~~reportable~~syndication ~~segment,~~activity ~~Manufacturing.~~between ~~The~~the ~~combined~~ Manufacturing ~~reportable segment reflects a comprehensive production operation that allows the Company to streamline production processes~~ and ~~resources to better serve customers. Separately, the Company renamed the former~~ Leasing & Fleet Management ~~Services~~ reportable ~~segment to Leasing & Fleet Management~~segments. ~~These~~This ~~changes~~change ~~reflect~~reflects the ~~realignment~~information ofcurrently ~~the Company’s organizational structure and reporting regularly~~ provided to the Company’s chief operating decision maker (CODM) to assess performance and allocate resources. ~~These~~and ~~changes~~ had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to ~~reflect~~conform to the ~~Company’s~~current ~~new~~period ~~reportable segments~~presentation. See Note 1311 -– 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 ~~the~~ 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. Onand ~~January~~currently 8,has ~~2025,~~an ~~the~~expiration ~~Board~~date 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.

During the three ~~and nine~~ months ended ~~May~~November 3130, 2025, the Company repurchased a total of ~~507~~303 thousand shares for $2112.89 million, which were repurchased under the current authorization of the share repurchase plan. There were no share repurchases during the three months ended ~~May~~November 3130, 2024. ~~During the nine months ended May 31, 2024, the Company repurchased a total of 38 thousand shares for $1.3 million.~~ As of ~~May~~November 3130, 2025, the amount remaining for repurchase under the share repurchase program was $7864.29 million.

10Reclassifications - 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 Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption. The Company has completed a preliminary assessment and does not expect the adoption of ASU 2023-07 to have a material impact on the consolidated financial statements, but will result in expanded reportable segment disclosures.

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.~~

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 ~~costs and~~ 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 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	~~May~~November 3130, 2025		August 31,~~2024~~2025		$ Change
Contract assets	Accounts receivable, net	$	64.85	$	65.79	$	0.(1.4	)
Contract assets	Inventories	$	~~10.~~8.4	$	109.84	$	—(1.0	)
Contract liabilities (1)	Deferred revenue	$	2522.83	$	5440.61	$	(2817.8	)

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

For the three ~~and nine~~ months ended ~~May~~November 3130, 2025, the Company recognized $720.12 million ~~and $34.0 million, respectively,~~ of revenue that was included in Contract liabilities as of August 31, ~~2024~~2025.

Performance obligations

As of ~~May~~November 3130, 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)	~~May~~November 3130, 2025
Revenue type:
Manufacturing:
Manufacturing – Railcar sales	$	1,660.1
Railcar sales	$	1,345.5
Fleet management	$	141.9
Railcar maintenance	$	69.3
Other	$	12.0
Leasing & Fleet Management:
Fleet management	$	132.6

Based on current production and delivery schedules and existing contracts, approximately $1.3 billion of Manufacturing – Railcar sales are expected to be recognized through 2026 while the remaining amount is expected to be recognized in 2027 and beyond. Fleet management includes management and maintenance service contracts of which approximately $85.8 million is expected to be recognized through 2029 and the remaining amount is expected to be recognized through 2037. Other performance obligations are expected to be recognized through 2026.10

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 ~~balance~~balances:

(in millions)	~~May~~November 3130, 2025			August 31,~~2024~~2025
Manufacturing supplies and raw materials	$	~~482~~404.13		$	~~532~~439.64
Work-in-process		~~134~~147.23			~~152~~158.09
Finished goods		99136.76			9297.67
Excess and obsolete adjustment		(87.49	)		(67.37	)
	$	~~707~~680.63		$	~~770~~688.93

Note 4 – Intangibles and Other Assets, net

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

(in millions)	~~May~~November 3130, 2025			August 31,~~2024~~2025
Intangible assets subject to amortization:
Customer relationships	$	87.5		$	87.5
Accumulated amortization		(7475.25	)		(7274.18	)
Other intangibles		41.9			43.3
Other intangible assets		42.2			42.3
Accumulated amortization		(2830.79	)		(2730.21	)
		26.5			31.5
		23.3			24.9
Intangible assets not subject to amortization		2.3			2.3
Prepaid and other assets		4838.31			5244.03
Operating lease right-of-use assets		8880.8			6584.12
Nonqualified savings plan investments		5666.76			5459.54
Debt issuance costs, net		76.76			47.82
Deferred tax assets		4737.0			3441.29
	$	~~277~~254.37		$	~~244~~264.42

Note 5 – Accounts Payable and Accrued Liabilities

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


(in millions)	November 30, 2025		August 31, 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 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, 2025			August 31, 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

~~Note~~American credit facility included letters of credit which totaled $5.4 –million ~~Goodwill~~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.

~~The~~European ~~Company~~revolving ~~performed~~credit ~~its~~facilities annual goodwill impairment test during the third quarter. The Company utilized the qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its respective carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic considerations and industry indicators, financial performance, and cost estimates associated with a particular reporting unit. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Based on the qualitative assessment, the Company determined that it was more likely than not that the fair value of each reporting unit with goodwill exceeded its respective carrying value and a quantitative impairment test was not necessary; therefore, the Company concluded that goodwill was not impaired.

As of ~~May~~November 3130, 2025, lines of credit totaling $122.6 million, secured by certain of the ~~goodwill~~Company’s ~~balance~~European assets, were available for working capital needs of the Company’s European manufacturing operations. The European credit facilities had $~~129~~14.2 million available for borrowing as of November 30, 2025. The European lines of credit include $59.2 million which is ~~related~~guaranteed toby the ~~Manufacturing~~Company. ~~segment~~The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.30% and isEuro ~~comprised~~Interbank ofOffered ~~the~~Rate ~~following:~~(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.

(In millions)	May 31, 2025		August 31,2024
Reporting Unit:
North American Manufacturing	$	56.3	$	56.3
Wheels & Parts		42.6		42.6
Europe Manufacturing		30.3		29.6
Total Goodwill	$	129.2	$	128.5

Mexican revolving credit facilities

~~Note~~As 6of –November ~~Revolving~~30, ~~Notes~~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.

~~Senior~~Lease ~~secured~~fleet ~~credit~~– facilities aggregated to $1.3 billion as of May 31, 2025. The Company had an aggregate of $472.3 million available to draw down under credit facilities as of May 31, 2025. This amount consists of $361.1 million available on the North American credit facility, $15.1 million on the European credit facilities and $96.0 million on the Mexican credit facilities. Non-recourse

~~Nonrecourse~~Leasing warehouse credit ~~facilities~~facility

~~GBX Leasing –~~ As of ~~May~~November 3130, 2025, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of ~~GBX~~the ~~Leasing~~Company's 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 8891% 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 ~~credit~~Comprehensive ~~facilities~~Loss

North America – The North American credit facility was renewed in May 2025, extending the maturity date from August 2026 to May 2030. As of May 31, 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. 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. 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.

Europe – As of May 31, 2025, lines of credit totaling $96.2 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 lines of credit include $34.0 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 1.40% and Euro Interbank Offered Rate (EURIBOR) plus 1.90%. European credit facilities are regularly renewed and currently have maturities that range from July 2025 through September 2026.

Mexico – As of May 31, 2025, the Company’s Mexican railcar manufacturing operations had lines of credit totaling $166.0 million for working capital needs, $66.0 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 2.22% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from June 2026 through March 2027.

Revolving notes consisted of the following balances:

(in millions)	May 31, 2025		August 31,2024
Nonrecourse credit facility balances
GBX Leasing	$	231.4	$	194.9
Other credit facility balances
North America		—		—
Europe		77.4		46.7
Mexico		70.0		110.0
Total Revolving notes	$	378.8	$	351.6

Outstanding commitments under the North American credit facility included letters of credit which totaled $3.5 million and $5.9 million as of May 31, 2025 and August 31, 2024, respectively.

Note 7 – Accounts Payable and Accrued Liabilities

(in millions)	May 31, 2025		August 31,2024
Trade payables	$	287.1	$	370.7
Accrued payroll and related liabilities		158.6		170.5
Accrued liabilities and other		139.4		100.4
Operating lease liabilities		88.8		66.0
Accrued warranty		22.3		23.8
	$	696.2	$	731.4

Note 8 – Accrued Warranty

Accrued warranty is included in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Warranty accrual activity consisted of the following:

	Three Months Ended						Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
Balance at beginning of period	$	24.0		$	23.0		$	23.8		$	25.6
Charged to cost of revenue, net		0.9			2.7			4.7			7.4
Payments		(3.0	)		(4.2	)		(6.3	)		(11.9	)
Currency translation effect		0.4			—			0.1			0.4
Balance at end of period	$	22.3		$	21.5		$	22.3		$	21.5

Note 9 – Notes Payable, net

(In millions)	May 31, 2025			August 31,2024
Leasing nonrecourse term loans	$	771.2		$	792.1
Senior term debt		250.0			251.7
2.875% Convertible senior notes, due 2028		373.8			373.8
Other notes payable		3.3			3.3
	$	1,398.3		$	1,420.9
Debt discount and issuance costs		(14.4	)		(16.7	)
	$	1,383.9		$	1,404.2

Leasing nonrecourse term loans include:

Nonrecourse senior term debt, which is secured by a pool of leased railcars. The principal balance as of May 31, 2025 was $311.3 million.

Asset-backed term notes secured by a portfolio of leased railcars, which includes the term notes issued by GBX Leasing 2022-1 LLC. The principal balance as of May 31, 2025 was $459.9 million.

The senior term debt was amended in May 2025 on similar terms, extending the maturity date from August 2026 to May 2030. Senior term debt bears a floating interest rate of SOFR plus 1.50% plus 0.10% as a SOFR adjustment. Interest rate swap agreements cover approximately 72% of the principal balance to swap the floating interest rate to fixed rates. Principal payments of $3.1 million are to be paid quarterly in arrears with a balloon payment of $190.6 million due upon maturity. The principal balance as of May 31, 2025 was $250.0 million.

Note 10 – 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, 2024	$	15.2		$	(47.0	)	$	(2.2	)	$	(34.0	)
Balance, August 31, 2025	$	9.0		$	(37.4	)	$	(2.8	)	$	(31.2	)
Other comprehensive gain before reclassifications		10.0			3.9			0.8			14.7
Other comprehensive income (loss) before reclassifications		2.9			1.0			(0.1	)		3.8
Amounts reclassified from AOCL		(102.35	)		—			—			(102.35	)
Balance, May 31, 2025	$	14.9		$	(43.1	)	$	(1.4	)	$	(29.6	)
Balance, November 30, 2025	$	9.4		$	(36.4	)	$	(2.9	)	$	(29.9	)

The amounts reclassified out of AOCL into the Condensed Consolidated Statements of Income, with financial statement caption, were as follows:


(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	)

	Three Months Ended
(in millions)	May 31, 2025			May 31, 2024			Financial Statement Caption
Gain on derivative financial instruments:
Foreign exchange contracts	$	(1.4	)	$	(1.1	)	Revenue and Cost of revenue
Interest rate swap contracts		(2.9	)		(4.3	)	Interest and foreign exchange
		(4.3	)		(5.4	)
		0.9			1.2		Income tax expense
	$	(3.4	)	$	(4.2	)

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024			Financial Statement Caption
Gain on derivative financial instruments:
Foreign exchange contracts	$	(3.0	)	$	(2.0	)	Revenue and Cost of revenue
Interest rate swap contracts		(9.9	)		(12.8	)	Interest and foreign exchange
		(12.9	)		(14.8	)
		2.6			3.1		Income tax expense
	$	(10.3	)	$	(11.7	)

Note 9 – Earnings Per Share

Note 11 – Earnings Per Share

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

	Three Months Ended				Nine Months Ended
	Three months endedNovember 30,
(In thousands)	~~May 31,~~ 2025		~~May 31,~~ 2024		~~May 31, 2025~~		~~May 31, 2024~~
Weighted average basic common shares outstanding		3130,~~186~~953		31,~~131~~246		~~31,269~~		~~31,091~~
Dilutive effect of 2.875% convertible notes due 2024 (1)	N/A		N/A		N/A			461
Dilutive effect of 2.875% convertible notes due 2028 (1)		—		43
Dilutive effect of 2.875% convertible notes due 2028 (2)		—		—		40		—
Dilutive effect of restricted stock units (2)		912		934
Dilutive effect of restricted stock units (3)		998		890		963		904
Weighted average diluted common shares outstanding		31,865		32,223
Weighted average diluted common shares outstanding		32,184		32,021		32,272		32,456

(1) The dilutive effect of the 2.875% Convertible notes due ~~2024~~2028 ~~were~~was ~~retired~~excluded onfor ~~February~~the 1three months ended November 30, ~~2024~~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) ~~The~~Restricted ~~dilutive~~stock ~~effect~~units ofand ~~the~~restricted ~~2.875%~~stock ~~Convertible~~units ~~notes~~subject ~~due~~to ~~2028~~performance ~~was~~criteria, ~~excluded~~ for ~~the~~which ~~three~~actual ~~and~~levels ~~nine~~of ~~months~~performance ~~ended~~above ~~May~~target ~~31,~~have ~~2024~~been ~~and the three months ended May 31~~achieved, ~~2025~~are asincluded ~~the~~in weighted average ~~stock~~diluted ~~price~~common ~~was~~shares ~~less~~outstanding ~~than~~when the ~~applicable~~Company ~~conversion~~is ~~price~~in ~~and therefore was considered anti-dilutive. As these notes require cash settlement for the principal, only~~ a ~~premium~~net isearnings ~~potentially dilutive under the "if converted" method as further discussed below~~position.

(3) 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.

~~For~~Diluted ~~the three and nine months ended May 31, 2025 and May 31, 2024, diluted~~ EPS ~~was~~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 ~~2.875% Convertible notes due 2024, during the periods in which they were outstanding, and~~ shares underlying the 2.875% Convertible notes due 2028, when there is a conversion premium. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes due 2024 are added back to net earnings and the share count is increased by the shares underlying the convertible notes.

	Three Months Ended				Nine Months Ended
	Three months endedNovember 30,
(in millions, except number of shares which are reflected in thousands, and per share amounts)	~~May 31,~~ 2025		~~May 31,~~ 2024		~~May 31, 2025~~		~~May 31, 2024~~
Net earnings attributable to Greenbrier	$	6036.14	$	3355.93	$	~~167.3~~	$	~~98.5~~
Weighted average basic common shares outstanding		3130,~~186~~953		31,~~131~~246		~~31,269~~		~~31,091~~
Basic earnings per share	$	1.9218	$	1.0977	$	~~5.35~~	$	~~3.17~~
Net earnings attributable to Greenbrier	$	6036.14	$	3355.93	$	~~167.3~~	$	~~98.5~~
Add back:
Weighted average diluted common shares outstanding		31,865		32,223
Interest and debt issuance costs on the 2.875% convertible notes due 2024, net of tax	N/A		N/A		N/A			0.5
Diluted earnings per share	$	1.14	$	1.72
Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024	N/A		N/A		N/A		$	99.0
Weighted average diluted common shares outstanding		32,184		32,021		32,272		32,456
Diluted earnings per share (1)	$	1.86	$	1.06	$	5.18	$	3.05

~~(1)~~Note ~~Diluted~~10 ~~earnings~~– ~~per~~Derivative ~~share~~Instruments ~~for the nine months ended May 31, 2024 was calculated as follows:~~

Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024

Weighted average diluted common shares outstanding

Note 12 – 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 ~~May~~November 3130, 2025 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, ~~and~~ the purchase of ~~Mexican~~U.S. ~~Pesos~~Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars, aggregated to $~~141~~369.29 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 May 31, 2025 exchange rates, approximately $1.2 million would be reclassified to Revenue and Cost of revenue in the next year.~~

At May 31, 2025, interest rate swap agreements maturing from August 2027 through March 2032 had notional amounts that aggregated to $694.9 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 May 31, 2025 interest rates, approximately $8.6 million would be reclassified to Interest and foreign exchange in the next year.14

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
		May 31, 2025		August 31,2024			May 31, 2025		August 31,2024
		November 30, 2025		August 31,2025			November 30, 2025		August 31,2025
	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	$	36.25	$	45.34	Accounts payable and accrued liabilities	$	0.19	$	02.19
Interest rate swap contracts	Accounts receivable, net		1711.68		1913.76	Accounts payable and accrued liabilities		01.47		10.37
		$	2018.83	$	2419.0		$	02.56	$	13.46
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 ~~May~~November 3130, 2025 and ~~May 31,~~ 2024

Derivatives in cash flow hedging relationships	Gain (loss) recognized in AOCL on derivatives three months ~~ended~~endedNovember 30,						Location of gain (loss) reclassified from AOCL into income	Gain (loss) reclassified from AOCL into income three months ~~ended~~endedNovember 30,					~~Gain recognized on derivatives (amount excluded from effectiveness testing) three months ended~~
	May 31, 2025			May 31, 2024				May 31, 2025		May 31, 2024			May 31, 2025		May 31, 2024
	2025			2024				2025		2024
Foreign exchange contracts	$	(1.52	)	$	0(1.93	)	Revenue	$	10.51	$	0.95		$	~~0.8~~	$	~~0.6~~
Foreign exchange contracts		02.2			(0.34	)	Cost of revenue		—0.3		(0.21	)		—		~~0.2~~
Interest rate swap contracts		(0.83	)		610.9		Interest and foreign exchange		2.86		4.30			—		—
	$	(23.17	)	$	89.12			$	4.3.0	$	54.4		$	~~0.8~~	$	~~0.8~~

The following table presents the amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded and the effects of the cash flow hedge activity on these line items for the three months ended May 31, 2025 and May 31, 2024:


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 November 30,
		2025		2024
Foreign exchange contracts	Interest and foreign exchange	$	0.4	$	—

	For the Three Months Ended
	May 31, 2025				May 31, 2024
	Total		Amount of gain (loss) on cash flow hedge activity		Total		Amount of gain (loss) on cash flow hedge activity
Revenue	$	842.7	$	1.5	$	820.2	$	0.9
Cost of revenue	$	691.2	$	—	$	696.4	$	0.2
Interest and foreign exchange	$	13.2	$	2.8	$	24.7	$	4.3

The ~~Effect~~following oftable ~~Derivative~~presents ~~Instruments~~the onlocation 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:

(in millions)


	Three months ended 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

~~Nine~~Note ~~months~~11 ~~ended~~– ~~May~~Segment ~~31, 2025 and May 31, 2024~~Information

Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives	Gain (loss) recognized in income on derivatives nine months ended
		May 31, 2025			May 31, 2024
Foreign exchange contracts	Interest and foreign exchange	$	(0.3	)	$	0.2

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.

Derivatives in cash flow hedging relationships	Gain (loss) recognized in AOCL on derivatives nine months ended				Location of gain (loss) reclassified from AOCL into income	Gain (loss) reclassified from AOCL into income nine months ended					Gain (loss) recognized on derivatives (amount excluded from effectiveness testing) nine months ended
	May 31, 2025		May 31, 2024			May 31, 2025			May 31, 2024		May 31, 2025		May 31, 2024
Foreign exchange contracts	$	1.6	$	3.8	Revenue	$	3.1		$	1.9	$	0.2	$	1.8
Foreign exchange contracts		—		0.3	Cost of revenue		(0.1	)		0.1		—		0.8
Interest rate swap contracts		11.2		12.9	Interest and foreign exchange		9.9			12.8		—		—
	$	12.8	$	17.0		$	12.9		$	14.8	$	0.2	$	2.6

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.

18The 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 Nine Months Ended
	May 31, 2025					May 31, 2024
	Total		Amount of gain (loss) on cash flow hedge activity			Total		Amount of gain (loss) on cash flow hedge activity
Revenue	$	2,480.7	$	3.1		$	2,491.7	$	1.9
Cost of revenue	$	2,017.0	$	(0.1	)	$	2,124.4	$	0.1
Interest and foreign exchange	$	58.3	$	9.9		$	72.5	$	12.8

For the three months ended November 30, 2025:

Note 13 – Segment Information


(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

~~The~~For ~~Company operates in two reportable segments: Manufacturing and Leasing & Fleet Management. See Note 1 - Interim Financial Statements to~~ the ~~Condensed~~three ~~Consolidated~~months ~~Financial~~ended ~~Statements~~November ~~for additional information on the change in the Company’s reportable segments effective September 1~~30, 2024~~. Prior period segment results have been recast to reflect the Company’s new reportable segments.~~:

Performance is evaluated based on Earnings (loss) 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. The Company does not allocate Interest and foreign exchange or Income tax expense 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 Condensed Consolidated Financial Statements.


(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

~~The~~Reconciliation ~~information~~of inSegment ~~the~~earnings ~~following tables is derived directly~~ from ~~the~~operations ~~segments’~~to ~~internal~~Earnings ~~financial~~before ~~reports~~income ~~used~~tax ~~for~~and ~~corporate~~earnings ~~management~~from ~~purposes.~~unconsolidated affiliates:

For the three months ended May 31, 2025:


	Three months ended 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

	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	778.2	$	15.2		$	793.4		$	83.3		$	1.5		$	84.8
Leasing & Fleet Management		64.5		—			64.5			45.3			—			45.3
Eliminations		—		(15.2	)		(15.2	)		—			(1.5	)		(1.5	)
Corporate		—		—			—			(36.0	)		—			(36.0	)
	$	842.7	$	—		$	842.7		$	92.6		$	—		$	92.6

~~For~~The ~~the~~following ~~nine~~tables ~~months~~present ~~ended~~selected ~~May~~financial ~~31,~~information ~~2025:~~by segment.

	Revenue								Earnings (loss) from operations
	Total assets
(in millions)	~~External~~November 30, 2025		~~Intersegment~~August 31,2025			~~Total~~			~~External~~			~~Intersegment~~			~~Total~~
Manufacturing	$	2,~~298~~018.92	$	712,085.39		$	~~2,370.2~~		$	~~268.4~~		$	~~11.2~~		$	~~279.6~~
Leasing & Fleet Management		~~181~~1,844.8		01,858.4			~~182.2~~			~~117.6~~			—			~~117.6~~
Eliminations		—		(71.7	)		(71.7	)		—			(11.2	)		(11.2	)
Unallocated, including cash		432.6		416.3
Corporate		—		—			—			(98.0	)		—			(98.0	)
	$	4,295.6	$	4,360.6
	$	2,480.7	$	—		$	2,480.7		$	288.0		$	—		$	288.0


	Three months ended 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

~~For~~Note ~~the~~12 ~~three~~– ~~months ended May 31, 2024:~~Leases

	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	755.0	$	75.1		$	830.1		$	60.1		$	11.9		$	72.0
Leasing & Fleet Management		65.2		0.2			65.4			40.5			—			40.5
Eliminations		—		(75.3	)		(75.3	)		—			(11.9	)		(11.9	)
Corporate		—		—			—			(28.3	)		—			(28.3	)
	$	820.2	$	—		$	820.2		$	72.3		$	—		$	72.3

For the nine months ended May 31, 2024:

	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	2,325.7	$	196.9		$	2,522.6		$	188.4		$	20.3		$	208.7
Leasing & Fleet Management		166.0		0.7			166.7			100.0			0.1			100.1
Eliminations		—		(197.6	)		(197.6	)		—			(20.4	)		(20.4	)
Corporate		—		—			—			(87.7	)		—			(87.7	)
	$	2,491.7	$	—		$	2,491.7		$	200.7		$	—		$	200.7

	Total assets
(in millions)	May 31, 2025		August 31,2024
Manufacturing	$	2,071.2	$	2,172.4
Leasing & Fleet Management		1,858.2		1,633.6
Unallocated, including cash		423.8		448.5
	$	4,353.2	$	4,254.5

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

	Three months ended				Nine months ended
(in millions)	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Earnings from operations	$	92.6	$	72.3	$	288.0	$	200.7
Interest and foreign exchange		13.2		24.7		58.3		72.5
Earnings before income tax and earnings from unconsolidated affiliates	$	79.4	$	47.6	$	229.7	$	128.2

Note 14 – Leases

Lessor

Equipment on operating leases is reported net of accumulated depreciation of $~~115~~128.73 million and $93123.40 million as of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025, respectively. Depreciation expense was $8.9.6 million and $278.06 million for the three ~~and nine~~ months ended ~~May~~November 3130, 2025, ~~respectively,~~ and ~~$8.6 million and $24.8 million for the three and nine months ended May 31,~~ 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 ~~eleven~~11 years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three ~~and nine~~ months ended ~~May~~November 3130, 2025 was $3536.59 million ~~and $103.1 million~~, which included $65.17 million ~~and $16.6 million, respectively,~~ of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three ~~and nine~~ months ended ~~May~~November 3130, 2024 was $3032.40 million ~~and $88.5 million~~, which included $4.53 million ~~and $15.0 million, respectively,~~ of revenue as a result of daily, monthly or car hire utilization arrangements.

20Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at November 30, 2025, will mature as follows:

Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at May 31, 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

(in millions)
Remaining three months of 2025	$	32.8
2026		111.7
2027		100.2
2028		81.4
2029		62.9
Thereafter		133.6
	$	522.6

Lessee

The Company leases railcars, real estate, and certain equipment under operating and, to a lesser extent, finance lease arrangements. As of and for the three ~~and nine~~ months ended ~~May~~November 3130, 2025 and ~~May 31,~~ 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 8nine 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				Nine months ended
	Three months endedNovember 30,
(in millions)	~~May 31,~~ 2025		~~May 31,~~ 2024		~~May 31, 2025~~		~~May 31, 2024~~
Operating lease expense	$	5.23	$	4.13	$	~~14.5~~	$	~~12.9~~
Short-term lease expense		10.49		21.05		~~4.5~~		~~4.7~~
Total	$	6.62	$	65.18	$	~~19.0~~	$	~~17.6~~

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at ~~May~~November 3130, 2025, will mature as follows:

(in millions)
Remaining three months of 2025	$	4.7
Remaining nine months of 2026	$	13.8
2026		18.8
2027		15.7
2028		14.67
2029		12.6
Thereafter		39.1
2030		9.4
Total lease payments	$	105.5
Thereafter		29.9
Less: Imputed interest		(16.7	)
Total lease payments	$	96.1
Total lease obligations	$	88.8
Less: Imputed interest		(14.9	)
Total lease obligations	$	81.2

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

Weighted average remaining lease term (years):
	November 30, 2025			August 31,2025
Operating leases		10.5
Weighted average remaining lease term (years)		10.6			10.6
Weighted average discount rate:
Weighted average discount rate		4.6	%		4.5	%
Operating leases		4.5	%

Supplemental cash flow information related to leases were as follows:

(in millions)	Nine months endedMay 31, 2025
	Three months endedNovember 30,
Cash paid for amounts included in the measurement of lease liabilities:
(in millions)	2025		2024
Operating cash flows from operating leases	$	13.7
Cash paid for amounts included in the measurement of lease liabilities:
ROU assets obtained in exchange for new operating lease liabilities	$	33.9
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 1513 – Commitments and Contingencies

Portland Harbor Superfund Site

The Company’s former Portland, Oregon manufacturing facility (~~the~~ 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 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 (the 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 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 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. 19

~~Separate~~Willamette ~~from~~River ~~the~~bed ~~process~~and ~~described~~certain ~~above~~riverbanks known as the Portland Harbor, ~~which~~including ~~focused~~the onportion fronting the ~~type~~Portland ofProperty, ~~remediation~~as a federal "National Priority List" or "Superfund" site due to besediment ~~performed~~contamination at(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. ~~and~~The letter advised the ~~schedule~~Company that it may be liable for ~~such~~the costs of investigation and remediation, ~~approximately~~(which ~~100~~liability may be joint and several with other potentially responsible parties,) ~~including~~as ~~the~~well ~~State~~as for natural resource damages resulting from releases of ~~Oregon~~hazardous ~~and~~substances to the ~~federal~~site. ~~government~~Ten private and public entities, ~~are~~including ~~participating~~the inCompany a(the ~~non-judicial~~Lower Willamette Group or LWG), ~~mediated~~signed ~~allocation~~an ~~process~~Administrative toOrder ~~try~~on Consent (AOC) to ~~allocate~~perform ~~costs~~a ~~associated~~remedial ~~with~~investigation/feasibility ~~remediation~~study (RI/FS) of the Portland Harbor Superfund Site. ~~The~~under ~~Company~~EPA ~~will~~oversight, ~~continue~~and toseveral ~~participate~~additional inentities ~~the~~did ~~allocation~~not ~~process.~~sign ~~Approximately~~such ~~100~~consent, ~~additional~~but ~~parties~~nevertheless ~~signed~~contributed ~~tolling~~financially ~~agreements related~~ to ~~such~~the ~~allocations~~effort. OnThe ~~April~~EPA-mandated ~~23,~~RI/FS ~~2009,~~was produced by the ~~Company~~LWG and ~~the~~cost ~~other~~over ~~AOC~~$110 ~~signatories~~million ~~filed~~during ~~suit~~a ~~against~~17-year 69period. ~~other~~The ~~parties~~Company ~~due~~bore to a ~~possible~~percentage ~~limitations~~of ~~period~~the ~~for~~total ~~some~~costs ~~such~~incurred ~~claims;~~by ~~Arkema~~the ~~Inc.~~LWG etin alconnection vwith the investigation. AThe &Company’s Caggregate ~~Foundry~~expenditure ~~Products,~~during ~~Inc.~~the et17-year ~~al,~~period Uwas not material.S. ~~District~~Some ~~Court,~~or ~~District~~all of ~~Oregon,~~any ~~Case~~such ~~#3:09-cv-453-PK.~~outlay ~~All~~may ~~but~~be 12recoverable offrom ~~these~~other responsible parties. ~~elected~~The toEPA ~~sign~~issued ~~tolling~~its ~~agreements~~Record ~~and~~of beDecision ~~dismissed~~(ROD) ~~without~~for ~~prejudice, and~~ the ~~case~~Portland ~~has~~Harbor ~~been~~Superfund ~~stayed~~Site byon ~~the~~January ~~court~~6, to2017 ~~allow~~and ~~the~~accordingly ~~allocation~~on toOctober ~~proceed~~26, ~~currently~~2017, ~~through~~the ~~January~~AOC ~~14,~~was ~~2028~~terminated.

OnThe EPA's January 306, 2017, ROD identifies a cleanup remedy that the ~~Confederated~~EPA ~~Tribes~~estimates ~~and~~will ~~Bands~~take 13 years of ~~the~~active ~~Yakama~~remediation, ~~Nation~~followed ~~sued~~by 30 ~~parties~~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%, ~~including~~but this ROD states that changes in costs are likely to occur. The ROD does not address responsibility for the ~~Company~~costs asof ~~well~~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 ~~federal~~river ~~government~~mile 9 West work area or “RM9W,” includes river sediments offshore and downstream of the ~~State~~Portland Property. It also includes a large portion of ~~Oregon,~~the ~~for~~Portland Property's riverbanks. The ROD does not break down total remediation costs itby ~~incurred~~work inarea. ~~assessing~~The ~~alleged~~EPA ~~natural~~requested ~~resource~~that ~~damages~~potentially responsible parties enter AOCs during 2019 agreeing to ~~the~~conduct ~~Lower~~remedial ~~Columbia~~design ~~River~~studies. ~~and~~Some ~~Multnomah~~parties ~~Channel~~have ~~from~~signed ~~contaminants~~AOCs, ~~deposited~~including one party with respect to RM9W. Additionally, at some portions of the Portland Harbor Superfund Site., ~~Confederated~~the ~~Tribes~~EPA ~~and~~is ~~Bands~~conducting of the ~~Yakama~~remedial ~~Nation~~design vwork. ~~Air~~Remedial ~~Liquide~~action ~~America~~will ~~Corp.,~~follow etremedial aldesign. The Company has not signed an AOC in connection with remedial design, but is assisting in funding a portion of the RM9W remedial design.

22Separate 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. Allocation participants, including the Company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.

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 ~~Environmental~~Fish ~~Quality~~and ~~Regulation~~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 ~~Property~~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.

~~The Company entered into a Voluntary Cleanup Agreement with the~~ Oregon Department of Environmental Quality (DEQ) inRegulation ~~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.

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.

AsThe ofU.S. ~~May~~Customs ~~31,~~and ~~2025,~~Border ~~the~~Protection ~~Company~~(CBP) ~~had~~published ~~outstanding~~a ~~letters~~Notice of ~~credit~~Initiation ~~aggregating~~of toInvestigation ~~$3.5~~and ~~million~~Interim ~~associated~~Measures ~~with~~under ~~performance~~the ~~guarantees,~~Enforce ~~facility~~and ~~leases~~Protect ~~and~~Act ~~workers~~against ~~compensation~~The ~~insurance~~Greenbrier Companies, Inc. The CBP stated that it is investigating

2321

~~Note~~whether 16Greenbrier –evaded ~~Fair~~certain ~~Value~~duty ~~Measures~~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 ~~May~~November 3130, 2025 were:

(in millions)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	2018.8	$	—	$	2018.8	$	—
Nonqualified savings plan investments		5666.76		5666.76		—		—
Cash equivalents		~~127~~201.20		~~127~~201.20		—		—
	$	~~204~~286.74	$	~~183~~267.96	$	2018.8	$	—
Liabilities:
Derivative financial instruments	$	02.56	$	—	$	02.56	$	—

Assets and liabilities measured at fair value on a recurring basis as of August 31, ~~2024~~2025 were:

(in millions)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	2419.0	$	—	$	2419.0	$	—
Nonqualified savings plan investments		5459.54		5459.54		—		—
Cash equivalents		~~195~~134.30		~~195~~134.30		—		—
	$	~~273~~212.84	$	~~249~~193.84	$	2419.0	$	—
Liabilities:
Derivative financial instruments	$	13.46	$	—	$	13.46	$	—

(1)

Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 1210 - Derivative Instruments to the Condensed Consolidated Financial Statements for further discussion.

Note 1715 – Related Party Transactions

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company purchased $21.07 million and $63.71 million of railcar components from Axis for the three ~~and nine~~ months ended ~~May~~November 3130, 2025, ~~respectively,~~ and ~~$2.1 million and $6.9 million for the three and nine months ended May 31,~~ 2024, respectively.

2422

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, ~~which primarily operates from facilities in the U.S.~~designs, ~~Mexico,~~builds ~~Poland~~ and ~~Romania,~~markets ~~produces~~ freight railcars, ~~tank cars, intermodal railcars, automotive railcar products, sustainable conversions,~~ and acomponent ~~variety of~~ parts ~~for~~in ~~the~~North ~~rail~~America ~~industry~~and Europe. We also perform sustainable conversions and railcar maintenance, which includes wheel and axle ~~servicing~~services. The Leasing & Fleet Management segment owns and leases approximately 1617,~~800~~000 railcars as of ~~May~~November 3130, 2025. We ~~also~~offer ~~provide~~railcar ~~fleet~~ management ~~for railroads~~, ~~shippers,~~regulatory ~~carriers,~~compliance ~~institutional~~services ~~investors~~ and ~~other~~ leasing services to railroads and ~~transportation~~other ~~companies~~railcar owners in North America.

We continue to ~~execute~~operate onin ~~our~~an ~~multi-year~~environment ~~strategy.~~characterized ~~While~~by weongoing macroeconomic uncertainty, including inflationary pressures, potential impacts from global trade tensions and tariffs and volatility in foreign exchange and interest rates. We believe that ~~macroeconomic~~a ~~uncertainty~~sustained iseconomic ~~affecting~~slowdown ~~demand~~or ~~across~~continued ~~the~~supply ~~markets~~chain indisruption ~~which~~could wesignificantly ~~operate,~~affect weour ~~delivered~~operations ~~strong~~and ~~results~~financial ~~for~~performance. ~~the~~Such ~~nine~~developments ~~months~~could ~~ended~~impact ~~May~~our 31business both directly and indirectly. Direct impacts may include higher costs for raw materials, ~~2025~~labor and manufacturing inputs. Indirectly, ~~which~~a ~~included~~weaker ~~the~~macroeconomic ~~following:~~environment could reduce demand for new railcar orders and leasing activity.

~~Margin~~Despite ~~percentage~~these ofpotential ~~18.7%~~headwinds, ~~which~~we ~~was~~believe awe ~~4.0%~~are ~~improvement~~well-positioned ~~compared~~ to ~~the~~continue ~~same~~to ~~period~~execute ~~last~~on our multi-year strategy. ~~The~~In ~~increase~~addition, ~~was~~we ~~primarily~~believe ~~driven~~our byintegrated ~~operating~~business ~~efficiencies~~model inprovides ~~our~~flexibility ~~Manufacturing~~across ~~segment~~economic cycles. We maintain a diversified customer base and disciplined approach to managing working capital and operating costs.

~~Net~~We ~~earnings~~continue ~~attributable~~ to ~~Greenbrier~~execute ~~increased~~on ~~$68.8~~our ~~million~~strategic orplan 69of increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital.8% ~~compared~~Recurring torevenue is defined as Leasing & Fleet Management revenue excluding the ~~same~~impact ~~period~~of ~~last~~syndication ~~year~~transactions. ~~The~~With ~~increase~~a ~~was~~global ~~primarily~~footprint, ~~attributed~~supply tochain ~~higher~~and ~~Margin~~customer base, we are focused on navigating the impact of changing trade policies, such as ~~described~~tariffs, ~~above~~as well as general geopolitical and macroeconomic uncertainty.

~~Increased our owned lease fleet by 1,300 railcars, representing an 8.4% increase since August 31, 2024.~~ Backlog

InOur ~~May~~railcar backlog was 16,300 units with an estimated value of $2.2 billion as of November 30, 2025, wewith ~~renewed~~deliveries extending into 2027 and ~~extended~~beyond. ~~our~~Our backlog includes approximately $~~600~~540 million ~~domestic~~of ~~revolving~~railcars ~~facility~~intended for syndication which are supported by lease agreements with external customers and ~~$250~~may ~~million~~be ~~term~~syndicated ~~loan,~~to ~~extending~~third ~~the~~parties ~~maturity~~or ~~date~~held in our lease fleet depending on a variety of ~~both~~factors. ~~instruments~~Approximately ~~until~~13% ~~2030~~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.

We believe our results highlight our continued focus on our strategic plan and we remain focused on 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.

Our railcar backlog was 18,900 units with an estimated value of $2.5 billion as of May 31, 2025, with deliveries extending into 2027 and beyond. Our backlog includes approximately $390 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 12% of backlog units and estimated backlog value as of May 31, 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.

AsSegment part of our continued optimization efforts of our industrial footprint, we are consolidating our European operations and are closing one of our manufacturing facilities in Romania. The closure is expected to be completed by the end of 2025.Information

25Effective 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.

~~Effective September 1~~Risks, ~~2024,~~uncertainties ~~we combined our former Maintenance Services~~ and ~~Manufacturing~~other ~~segments~~important ~~into~~factors adescribed ~~single~~in ~~reportable~~Part ~~segment,~~I ~~Manufacturing.~~Item ~~The~~1A ~~combined~~“Risk ~~Manufacturing~~Factors” ~~reportable~~in ~~segment reflects a comprehensive production operation that allows us to streamline production processes and resources to better serve~~ our ~~customers.~~Annual ~~Separately,~~Report weon ~~renamed~~Form ~~the~~10-K ~~former~~for ~~Leasing & Management Services reportable segment to Leasing & Fleet Management. These changes reflect~~ the ~~realignment~~year ofended ~~our~~August ~~organizational~~31, ~~structure~~2025 ~~and~~may ~~reporting~~have ~~regularly~~a ~~provided~~material tonegative ~~our chief operating decision maker to assess performance and allocate resources. These changes had no~~ impact on our ~~consolidated~~business, liquidity, results of operations orand ~~financial~~stock ~~position~~price. ~~Prior~~Beyond ~~period~~these ~~segment~~general ~~results~~observations, ~~have~~we ~~been~~are ~~recast~~unable to ~~reflect~~predict ~~our~~when, ~~new~~how, ~~reportable~~or ~~segments.~~with ~~See~~what ~~Note~~magnitude 13these -items ~~Segment~~will ~~Information~~impact ~~to the Condensed Consolidated Financial Statements for additional information for additional information on~~ our ~~reportable segments~~business.

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, 2024 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.23

~~Three Months Ended May 31, 2025 Compared to the Three Months Ended May 31, 2024~~Overview

~~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.

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 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

	Three Months Ended
(in millions, except per share amounts)	May 31, 2025			May 31, 2024
Revenue
Manufacturing	$	778.2		$	755.0
Leasing & Fleet Management		64.5			65.2
		842.7			820.2
Cost of revenue
Manufacturing		672.6			672.2
Leasing & Fleet Management		18.6			24.2
		691.2			696.4
Margin
Manufacturing		105.6			82.8
Leasing & Fleet Management		45.9			41.0
		151.5			123.8
Selling and administrative expense		65.9			59.3
Net gain on disposition of equipment		(7.0	)		(7.8	)
Earnings from operations		92.6			72.3
Interest and foreign exchange		13.2			24.7
Earnings before income tax and earnings from unconsolidated affiliates		79.4			47.6
Income tax expense		(18.1	)		(10.7	)
Earnings before earnings from unconsolidated affiliates		61.3			36.9
Earnings from unconsolidated affiliates		6.2			3.7
Net earnings		67.5			40.6
Net earnings attributable to noncontrolling interest		(7.4	)		(6.7	)
Net earnings attributable to Greenbrier	$	60.1		$	33.9
Diluted earnings per common share	$	1.86		$	1.06

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 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

	Three Months Ended
(in millions)	May 31, 2025			May 31, 2024
Earnings (loss) from operations:
Manufacturing	$	83.3		$	60.1
Leasing & Fleet Management		45.3			40.5
Corporate		(36.0	)		(28.3	)
	$	92.6		$	72.3

27Consolidated Results

Consolidated Results


	Three months ended November 30,
(in millions)	2025			2024			Increase (Decrease)			% 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	%)

	Three Months Ended
(in millions)	May 31, 2025			May 31, 2024			Increase(Decrease)			% Change
Revenue	$	842.7		$	820.2		$	22.5			2.7	%
Cost of revenue	$	691.2		$	696.4		$	(5.2	)		(0.7	%)
Margin (%)		18.0	%		15.1	%		2.9	%	*
Net earnings attributable to Greenbrier	$	60.1		$	33.9		$	26.2			77.3	%

* Not meaningful

*Through ~~Not~~our ~~meaningful~~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.

~~Through~~Revenue ~~our~~decreased ~~integrated~~$169.8 ~~business~~million ~~model,~~or we19.4% ~~provide~~for athe ~~broad~~three ~~range~~months ofended ~~custom~~November ~~products~~30, ~~and~~2025 ~~services~~as incompared ~~each~~to ofthe ~~our~~three ~~reportable~~months ~~segments,~~ended ~~which~~November ~~have~~30, ~~various~~2024 ~~selling~~primarily ~~prices~~due ~~and~~to ~~margins~~a 26.8% ~~The~~decrease ~~demand~~in ~~for~~deliveries and ~~mix~~a ofchange ~~products and services delivered changes from period to period, which causes fluctuations~~ in ~~our~~railcar ~~financial~~manufacturing ~~results~~product mix.

~~Revenue~~Cost ~~increased~~of 2revenue decreased $99.75 million or 14.2% for the three months ended ~~May~~November 3130, 2025 as compared to the three months ended ~~May~~November 3130, 2024 primarily due to a 426.08% ~~increase~~decrease in deliveries and a change in railcar ~~deliveries~~manufacturing product mix.

~~Cost~~Margin ofpercentage ~~revenue~~ decreased 05.72% for the three months ended ~~May~~November 3130, 2025 as compared to the three months ended ~~May~~November 3130, 2024 primarily due to ~~fewer~~an ~~sales~~unfavorable ofchange ~~railcars~~in ~~which~~railcar wemanufacturing ~~had~~product ~~purchased~~mix ~~from third parties with the intent to resell~~ during the three months ended ~~May~~November 3130, 2025.

~~Margin~~Net ~~percentage~~earnings ~~increased~~attributable 2to Greenbrier decreased $18.9% million for the three months ended ~~May~~November 3130, 2025 as compared to the three months ended ~~May~~November 3130, 2024 primarily due to: ~~operating efficiencies within our Manufacturing segment.~~

•

~~Net~~$70.3 ~~earnings~~million ~~attributable~~decrease toin ~~Greenbrier~~Margin ~~increased~~primarily $due to a 26.28% ~~million~~decrease ~~for~~in ~~the~~deliveries ~~three~~and ~~months~~a ~~ended~~change ~~May~~in ~~31,~~railcar ~~2025~~manufacturing asproduct ~~compared~~mix toduring the three months ended ~~May~~November 3130, ~~2024 primarily due to:~~ 2025.

~~$27.7~~This ~~million~~was ~~increase~~partially inoffset ~~Margin~~by ~~primarily due to a 4.0% increase in railcar deliveries and operating efficiencies within our Manufacturing segment during~~ the three months ended May 31, 2025. In addition, a $7.0 million increase in rents associated with a larger fleet and improved lease rates in addition to higher syndication activity in our Leasing & Fleet Management segment during the three months ended May 31, 2025. following:

•

$1121.51 million decrease in ~~Interest~~Income ~~and~~tax ~~foreign exchange~~ expense ~~primarily~~due ~~attributed~~ to ~~the~~lower ~~change~~pre-tax inearnings ~~the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar and higher interest income~~ during the three months ended ~~May~~November 3130, 2025.

•

~~This~~$17.5 ~~was~~million ~~partially~~increase ~~offset~~in byNet gain on disposition of equipment primarily attributed to higher sales of assets from our lease fleet during the ~~following:~~three months ended November 30, 2025.

•

$7.49 million ~~increase~~decrease in ~~Income~~Interest ~~tax~~and foreign exchange expense ~~due~~primarily attributed to the change in the Mexican Peso's foreign exchange rates relative to the U.S. Dollar and higher ~~pre-tax~~interest ~~earnings~~income during the three months ended ~~May~~November 3130, 2025.

2825

Manufacturing Segment

	Three Months Ended
	Three months endedNovember 30,
(In millions, except railcar deliveries)	~~May 31,~~ 2025			~~May 31,~~ 2024			Increase(Decrease)			% Change
Revenue	$	~~778~~657.20		$	~~755~~830.09		$	23(173.29	)		3(20.19	%)
Cost of revenue	$	~~672~~584.69		$	~~672~~685.24		$	0(100.45	)		0(14.17	%)
Margin (%)		1311.60	%		1117.05	%		2.(6.5	%)	*
Earnings from operations ($)	$	8348.36		$	60121.16		$	23(73.20	)		38(60.60	%)
Earnings from operations (%)		~~10.~~7.4	%		814.06	%		2.(7.2	%)	*
Deliveries		54,~~200~~100			5,~~000~~600			~~200~~(1,500	)		4(26.08	%)

* Not meaningful

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products, and components, ~~and~~syndication ~~the~~activity ~~conversion~~associated ofwith ~~existing~~leases orattached ~~in-service~~to ~~railcars~~new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.

Manufacturing Revenue ~~increased~~decreased $23173.29 million or 320.19% for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024 primarily due to a 426.08% ~~increase~~decrease in deliveries and a change in railcar ~~deliveries~~manufacturing product mix.

Manufacturing Cost of revenue ~~increased~~decreased $0100.45 million or 014.17% for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The ~~increase~~decrease was primarily attributed to a 426.08% ~~increase~~decline in ~~railcar~~ deliveries ~~partially~~and ~~offset~~a bychange ~~operating~~in ~~efficiencies~~railcar manufacturing product mix during the three months ended ~~May~~November 3130, 2025.

Manufacturing Margin percentage ~~increased~~decreased 2.6.5% for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The ~~increase~~decrease was primarily attributed to ~~operating~~an ~~efficiencies~~unfavorable change in railcar manufacturing product mix during the three months ended ~~May~~November 3130, 2025.

Manufacturing Earnings from operations ~~increased~~decreased $2373.20 million for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The ~~increase~~decrease was primarily attributed to a 426.08% ~~increase~~decrease in ~~railcar~~ deliveries and ~~operating~~a ~~efficiencies~~change in railcar manufacturing product mix during the three months ended ~~May~~November 3130, 2025.

2926

	Three Months Ended
	Three months endedNovember 30,
(in millions)	~~May 31,~~ 2025			~~May 31,~~ 2024			Increase(Decrease)			% Change
Revenue	$	6449.51		$	6545.20		$	(04.71	)		(19.1	%)
Cost of revenue	$	1817.69		$	2416.29		$	(51.60	)		~~(23~~5.19	%)
Margin (%)		7163.25	%		62.94	%		81.31	%	*
Earnings from operations ($)	$	4544.30		$	4021.59		$	422.81			11100.9	%
Earnings from operations (%)		7089.26	%		6248.17	%		840.19	%	*

* Not meaningful

The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management, ~~syndication~~services ~~activity~~and ~~associated with leases attached to new railcar sales,~~ interim rent on leased railcars for syndication ~~and the sale of railcars purchased from third parties with the intent to resell~~.

Leasing & Fleet Management Revenue ~~decreased~~increased $04.71 million or 19.1% for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The ~~decrease~~increase was primarily attributed to ana $84.9 million ~~decrease in the sale of railcars which we had purchased from third parties with the intent to resell during the three months ended May 31, 2025. This was partially offset by a $7.0 million~~ increase in rents associated with growth of the lease fleet and improved lease rates infor ~~addition to higher syndication activity during~~ the three months ended ~~May~~November 3130, 2025.

Leasing & Fleet Management Cost of revenue ~~decreased~~increased $51.60 million or 235.19% for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The ~~decrease~~increase was primarily due to ~~fewer~~higher ~~sales~~costs ~~of railcars which we had purchased~~ from ~~third~~a ~~parties~~larger ~~with~~lease ~~the~~fleet ~~intent to resell~~ during the three months ended ~~May~~November 3130, 2025.

Leasing & Fleet Management Margin percentage increased 81.31% for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The increase was primarily attributed to ~~fewer sales of railcars that we purchased from third parties, which have lower margin percentages,~~ improved lease rates ~~and higher syndication activity~~ during the three months ended ~~May~~November 3130, 2025.

Leasing & Fleet Management Earnings from operations increased $422.81 million for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024. The increase was primarily attributed to a $17.6 million increase in net gain on disposition of equipment from higher ~~rents~~sales ~~associated~~of ~~with~~assets afrom ~~larger~~our lease fleet and ~~improved~~increase ~~lease~~in ~~rates~~rents inassociated ~~addition~~with togrowth ~~higher~~of ~~syndication~~the ~~activity~~lease fleet and improved lease rates for the three months ended ~~May~~November 3130, 2025.

3027

Selling and Administrative Expense

	Three Months Ended
	Three months endedNovember 30,
(in millions)	~~May 31,~~ 2025		~~May 31,~~ 2024		Increase(Decrease)			% Change
Selling and administrative expense	$	6559.9	$	5962.30	$	6(2.61	)		11(3.14	%)

Selling and administrative expense was $6559.9 million for the three months ended ~~May~~November 3130, 2025 compared to $5962.30 million for the prior comparable period. The $62.61 million ~~increase~~decrease was primarily attributed to ~~higher~~lower employee-related costs for the three months ended ~~May~~November 3130, 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 $717.07 million for the three months ended ~~May~~November 3130, 2025 compared to $70.82 million for the prior comparable period. The ~~decrease~~increase in Net gain on disposition of equipment was primarily attributed to ~~lower~~higher sales of assets from our lease fleet during the three months ended ~~May~~November 3130, 2025.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:

	Three Months Ended
	Three months endedNovember 30,
(in millions)	~~May 31,~~ 2025			~~May 31,~~ 2024		Increase(Decrease)
Interest and foreign exchange:
Interest and other expense, net	$	1816.74		$	2320.41	$	(43.7	)
Foreign exchange (gain) loss, net		(50.59	)		13.3		(64.82	)
	$	1315.25		$	2423.74	$	(117.59	)

The $117.59 million decrease in Interest and foreign exchange expense for the three months ended ~~May~~November 3130, 2025 compared to the three months ended ~~May~~November 3130, 2024 was primarily attributed to the change in the Mexican Peso's ~~and Brazilian Real's~~ foreign exchange rates relative to the U.S. Dollar and higher interest income during the three months ended ~~May~~November 3130, 2025.

31Income Tax

For the three months ended November 30, 2025, we had Income ~~Tax~~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 ~~May~~November 3130, ~~2025~~2024, we had Income tax expense of $1833.14 million on pre-tax income of $7988.4 million for an effective tax rate of 2237.8%. The effective tax rate ~~benefited~~includes ~~from~~ net ~~favorable~~ discrete ~~items~~tax expenses of $6.7 million, primarily related to foreign currency exchange rates at our U.S. Dollar denominated foreign ~~subsidiaries~~operations.

~~For~~The provision for income taxes during interim quarterly reporting periods is based on our estimates of the ~~three~~effective ~~months~~tax ~~ended~~rates ~~May~~for ~~31,~~the ~~2024,~~full wefiscal ~~had~~year ~~Income~~and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax ~~expense~~rate can fluctuate year-to-year due to changes in the mix of ~~$10.7~~foreign ~~million~~and ondomestic pre-tax ~~income~~earnings. ofIt ~~$47.6~~can ~~million~~also ~~for~~fluctuate anwith ~~effective~~changes ~~tax~~in ~~rate~~the proportion of 22pre-tax earnings attributable to our Mexican railcar manufacturing joint venture.~~5%.~~ The ~~effective~~joint venture is treated as a partnership for tax ~~rate~~purposes ~~benefited~~and, ~~from~~as ~~net~~a ~~favorable~~result, ~~discrete~~the ~~items~~partnership’s ~~related~~entire topre-tax ~~our~~earnings ~~foreign~~are ~~subsidiaries~~included in earnings before income taxes and ~~U.S.~~earnings from unconsolidated affiliates, whereas only our 50% share of the tax ~~credits~~is included in Income tax expense.

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.28

~~Earnings~~On ~~From~~July ~~Unconsolidated~~4, ~~Affiliates~~ 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.

~~Through~~Separately, ~~unconsolidated~~the ~~affiliates~~EU weMember ~~produce~~States ~~rail~~have ~~and~~formally ~~industrial~~adopted ~~components~~the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and ~~have~~Development an(OECD) ~~ownership~~Pillar ~~stake~~Two inFramework. aThese ~~railcar~~rules ~~manufacturer~~must inbe ~~Brazil~~implemented by each country and became effective for us beginning September 1, 2024. We ~~record~~continue ~~the~~to ~~results~~monitor additional guidance from the OECD and evaluate the potential effects of these ~~unconsolidated~~changes, ~~affiliates~~though we do not expect a material impact on anour ~~after-~~effective tax ~~basis~~rate.

Earnings ~~from~~From ~~unconsolidated~~Unconsolidated affiliates were $6.2 million and $3.7 million for the three months ended May 31, 2025 and May 31, 2024, respectively. The increase was primarily related to $2.3 million in higher earnings at our Brazil operations for the three months ended May 31, 2025. Affiliates

~~Noncontrolling~~Through ~~Interest~~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.

~~Net~~Earnings ~~earnings~~from ~~attributable~~unconsolidated toaffiliates ~~noncontrolling~~were ~~interest was~~ $7.4.0 million ~~for~~and ~~the three months ended May 31, 2025 compared to~~ $64.71 million for the three months ended ~~May~~November 3130, ~~2024.~~2025 ~~Net~~and ~~earnings~~November ~~attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures~~30, ~~adjusted for intercompany sales~~2024, ~~and our European partner’s share of the results of our European operations~~respectively. ~~The $0.7 million change from the prior year was primarily a result of an increase in earnings due to higher railcar deliveries at our Mexican railcar manufacturing joint venture.~~

32Noncontrolling Interest

~~Nine~~Net ~~Months~~earnings ~~Ended~~attributable ~~May~~to 31noncontrolling interest was $0.9 million for the three months ended November 30, 2025 ~~Compared~~compared to $3.8 million for the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~May~~November 3130, 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.

~~Overview~~29

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

	Nine Months Ended
	Three months endedNovember 30,
(in millions, except per share amounts)	May 31, 2025			May 31, 2024
(in millions)	2025			2024
Revenue
Net cash provided by (used in) operating activities	$	76.2		$	(65.1	)
Manufacturing	$	2,298.9		$	2,325.7
Net cash used in investing activities		(15.0	)		(53.7	)
Leasing & Fleet Management		181.8			166.0
Net cash provided by (used in) financing activities		(14.8	)		63.4
		2,480.7			2,491.7
Effect of exchange rate changes		2.6			(0.3	)
Cost of revenue
Increase (decrease) in Cash and cash equivalents and Restricted cash	$	49.0		$	(55.7	)
Manufacturing		1,958.4			2,070.1
Leasing & Fleet Management		58.6			54.3
		2,017.0			2,124.4
Margin
Manufacturing		340.5			255.6
Leasing & Fleet Management		123.2			111.7
		463.7			367.3
Selling and administrative expense		192.5			179.2
Net gain on disposition of equipment		(16.8	)		(12.6	)
Earnings from operations		288.0			200.7
Interest and foreign exchange		58.3			72.5
Earnings before income tax and earnings from unconsolidated affiliates		229.7			128.2
Income tax expense		(71.5	)		(30.0	)
Earnings before earnings from unconsolidated affiliates		158.2			98.2
Earnings from unconsolidated affiliates		14.6			9.2
Net earnings		172.8			107.4
Net earnings attributable to noncontrolling interest		(5.5	)		(8.9	)
Net earnings attributable to Greenbrier	$	167.3		$	98.5
Diluted earnings per common share	$	5.18		$	3.05

~~Performance~~We ~~for~~continue ~~our~~to ~~segments~~be isfinanced ~~evaluated~~through ~~based~~cash ongenerated ~~Earnings~~ from operations. ~~Corporate includes selling~~ and ~~administrative~~borrowings. ~~costs~~At ~~not~~November ~~directly~~30, ~~related~~2025 toCash ~~goods~~ and ~~services~~cash equivalents and ~~certain~~Restricted ~~costs~~cash ~~that~~were ~~are~~$375.4 ~~intertwined~~million, ~~among~~an ~~segments~~increase ~~due~~of to$49.0 ~~our~~million ~~integrated~~from ~~business model~~$326.4 ~~Management~~million ~~does~~at ~~not~~August ~~allocate~~31, ~~Interest and foreign exchange or Income tax expense for either external or internal reporting purposes~~2025.

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024
Earnings (loss) from operations:
Manufacturing	$	268.4		$	188.4
Leasing & Fleet Management		117.6			100.0
Corporate		(98.0	)		(87.7	)
	$	288.0		$	200.7

Cash Flows From Operating Activities

33The $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.

~~Consolidated~~Cash ~~Results~~Flows From Investing Activities

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024			Increase(Decrease)			% Change
Revenue	$	2,480.7		$	2,491.7		$	(11.0	)		(0.4	%)
Cost of revenue	$	2,017.0		$	2,124.4		$	(107.4	)		(5.1	%)
Margin (%)		18.7	%		14.7	%		4.0	%	*
Net earnings attributable to Greenbrier	$	167.3		$	98.5		$	68.8			69.8	%

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.

* Not meaningful


	Three months ended 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	)

~~Through~~Capital expenditures primarily relate to additions to our ~~integrated~~lease ~~business~~fleet ~~model,~~and weon-going ~~provide~~investments ain ~~broad~~the ~~range~~safety, productivity and improvements of ~~custom~~our ~~products~~facilities. ~~and~~Proceeds ~~services~~from inthe ~~each~~sale of ~~our~~assets ~~reportable~~primarily ~~segments,~~relate ~~which~~to ~~have~~sales ~~various~~of ~~selling~~railcars ~~prices~~from ~~and~~our ~~margins~~lease fleet within Leasing & Fleet Management. ~~The~~Assets ~~demand~~from ~~for~~our ~~and~~lease ~~mix~~fleet are periodically sold in the normal course of ~~products~~business to accommodate customer demand and ~~services~~to ~~delivered~~manage ~~changes~~risk and liquidity. Proceeds from ~~period~~sales toof ~~period,~~assets ~~which~~are ~~causes~~expected ~~fluctuations~~to inbe ~~our~~approximately ~~financial~~$165 ~~results~~million for 2026.

~~Revenue~~Gross ~~decreased~~capital ~~0.4%~~expenditures for ~~the~~2026 ~~nine~~are ~~months~~expected ~~ended May 31, 2025 as compared~~ to ~~the~~be ~~nine~~approximately ~~months~~$205 ~~ended~~million ~~May~~for ~~31,~~Leasing ~~2024~~& ~~primarily~~Fleet ~~due~~Management toand aapproximately $~~26.6~~80 million ~~reduction~~for inManufacturing, ~~railcar~~which ~~maintenance~~includes ~~services~~the ~~revenue due to lower volumes in addition to a~~ change in ~~railcar~~capital ~~manufacturing~~expenditures ~~product~~accrued ~~mix. This was partially offset by a 2.6% increase~~ in ~~railcar~~Accounts ~~deliveries~~payable and aaccrued ~~$15~~liabilities.8 ~~million~~Capital ~~increase~~expenditures infor ~~Revenue~~2026 inprimarily ~~our~~relate ~~Leasing~~to &additions ~~Fleet Management segment primarily attributed~~ to ~~higher~~our ~~rents~~lease ~~associated~~fleet ~~with~~reflecting aour ~~larger~~leasing ~~fleet~~strategy and ~~improved~~continued ~~lease~~investments ~~rates~~into ~~during~~ the ~~nine~~safety ~~months~~and ~~ended~~productivity ~~May~~of ~~31,~~our ~~2025~~facilities.

~~Cost~~Cash ofFlows ~~revenue~~From ~~decreased~~Financing 5.1% for the nine months ended May 31, 2025 as compared to the nine months ended May 31, 2024 primarily due to operating efficiencies within our Manufacturing segment and a decrease in railcar maintenance service volumes. Activities

~~Margin~~The ~~percentage~~$78.2 ~~increased~~million ~~4.0%~~change in Net cash provided by (used in) financing activities for the ~~nine~~three months ended ~~May~~November 3130, 2025 compared to the ~~nine~~three months ended ~~May~~November 3130, 2024 was primarily ~~due~~attributed to ~~operating~~a ~~efficiencies~~$70.3 ~~within~~million ~~our~~decrease ~~Manufacturing~~in ~~segment~~net borrowings and a $12.9 million increase in the repurchase of stock during the three months ended November 30, 2025.

~~Net earnings attributable to Greenbrier increased $68.8 million for the nine months ended May 31, 2025 as compared to the nine months ended May 31, 2024 primarily due to:~~ 30

~~$96.4~~Dividend ~~million~~and ~~increase~~Share inRepurchase ~~Margin primarily due to operating efficiencies within our Manufacturing segment for the nine months ended May 31, 2025.~~Program

~~$14.2~~A ~~million~~quarterly ~~decrease~~dividend inof ~~Interest and foreign exchange expense primarily attributed to higher interest income and a~~ $40.232 ~~million~~per ~~increase~~share inwas ~~foreign~~declared ~~exchange~~on ~~gain~~January ~~primarily due to the change in the Mexican Peso's foreign exchange rate relative to the U.S. Dollar during the nine months ended May 31~~7, ~~2025~~2026.

~~This~~The ~~was~~Board ~~partially~~of ~~offset~~Directors byhas authorized our company to repurchase in aggregate up to $100.0 million of our common stock. On January 8, 2025, the ~~following:~~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 $4112.59 million. ~~increase~~There inwere ~~Income~~no ~~tax~~share ~~expense~~repurchases ~~due~~during tothe ~~higher~~three ~~pre-tax~~months ~~earnings~~ended ~~and~~November ~~net~~30, ~~unfavorable~~2024. ~~discrete~~As ~~items~~of ~~related~~November to30, ~~our~~2025, ~~foreign~~the ~~subsidiaries~~amount remaining for repurchase under the share repurchase program was $64.9 million.

34Cash, Borrowing Availability and Credit Facilities

~~Manufacturing~~As ~~Segment~~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.

	Nine Months Ended
(In millions, except railcar deliveries)	May 31, 2025			May 31, 2024			Increase(Decrease)			% Change
Revenue	$	2,298.9		$	2,325.7		$	(26.8	)		(1.2	%)
Cost of revenue	$	1,958.4		$	2,070.1		$	(111.7	)		(5.4	%)
Margin (%)		14.8	%		11.0	%		3.8	%	*
Earnings from operations ($)	$	268.4		$	188.4		$	80.0			42.5	%
Earnings from operations (%)		11.7	%		8.1	%		3.6	%	*
Deliveries		15,900			15,500			400			2.6	%

Senior secured credit facilities aggregated to $1.3 billion as of November 30, 2025 which consisted of the following components:

*Lease ~~Not~~fleet ~~meaningful~~— Non-recourse

~~Our~~Leasing ~~Manufacturing~~warehouse ~~segment~~credit ~~primarily~~facility ~~generates~~– ~~revenue~~As ~~from~~of ~~manufacturing~~November 30, 2025, a ~~wide~~$450.0 ~~range~~million ofnonrecourse ~~railcar~~warehouse ~~products,~~credit ~~components~~facility ~~and~~existed to support the ~~conversion~~operations of ~~existing~~our orleasing business in~~-service~~ ~~railcars~~North America. ~~Manufacturing~~Advances ~~also~~under ~~generates~~this ~~revenue~~facility are secured by ~~providing~~a ~~railcar~~pool ~~maintenance~~of ~~services~~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.

~~Manufacturing~~Corporate ~~Revenue~~and ~~decreased~~other ~~$26.8~~— million or 1.2% for the nine months ended May 31, 2025 compared to the nine months ended May 31, 2024 primarily from a $26.7 million reduction in railcar maintenance services revenue due to lower volumes in addition to a change in railcar manufacturing product mix. These were partially offset by a 2.6% increase in railcar deliveries for the nine months ended May 31, 2025.Recourse

~~Manufacturing~~North ~~Cost~~American revolving credit facility – As of ~~revenue~~November ~~decreased~~30, 2025, a $~~111~~600.70 million orrevolving 5line of credit existed to provide working capital and interim financing of equipment, principally for our U.4%S. and Mexican operations. The North American credit facility is secured by substantially all our U.S. assets not otherwise pledged as security for ~~the~~term ~~nine~~loans, ~~months~~the ~~ended~~warehouse ~~May~~credit 31facility, ~~2025~~or ~~compared~~the torailcar asset-backed securities. Available borrowings under the ~~nine~~credit ~~months~~facility ~~ended~~are ~~May~~generally 31based on defined levels of eligible inventory, ~~2024.~~receivables, ~~The~~property, ~~decrease~~plant ~~was~~and ~~primarily~~equipment ~~attributed~~and leased equipment, as well as total debt to ~~operating~~consolidated ~~efficiencies~~capitalization and afixed ~~decrease~~charges incoverage ~~railcar~~ratios. ~~maintenance~~Outstanding ~~service~~commitments ~~volumes~~under ~~during~~ the ~~nine~~North ~~months~~American ~~ended~~credit ~~May~~facility included letters of credit which totaled $5.4 million as of November 30, 2025 and August 31, 2025. ~~These~~Advances ~~were~~under ~~partially~~the ~~offset~~North byAmerican credit facility bear interest at SOFR plus 1.50% plus 0.10% as a 2SOFR adjustment or Prime plus 0.650% ~~increase~~depending on the type of borrowing. The North America credit facility matures in ~~railcar~~May ~~deliveries~~2030.

~~Manufacturing~~European ~~Margin~~revolving ~~percentage~~credit ~~increased~~facilities 3– As of November 30, 2025, lines of credit totaling $122.8%6 ~~for~~million, ~~the~~secured ~~nine~~by ~~months~~certain ~~ended~~of ~~May~~our 31European assets, ~~2025~~were ~~compared~~available tofor ~~the~~working ~~nine~~capital ~~months~~needs ~~ended~~of ~~May~~our ~~31,~~European ~~2024~~manufacturing operations. The ~~increase~~European ~~was~~lines ~~primarily~~of ~~attributed~~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 ~~operating~~WIBOR ~~efficiencies~~plus ~~during~~1.30% ~~the~~and ~~nine~~Euro ~~months~~Interbank ~~ended~~Offered ~~May~~Rate ~~31,~~(EURIBOR) ~~2025~~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.

~~Manufacturing~~Mexican ~~Earnings~~revolving ~~from~~credit ~~operations~~facilities ~~increased~~– ~~$80.0~~As ~~million~~of ~~for~~November ~~the nine months ended May 31~~30, 2025, ~~compared~~our toMexican ~~the~~railcar ~~nine~~manufacturing ~~months~~operations ~~ended~~had ~~May~~lines ~~31,~~of ~~2024.~~credit ~~The~~totaling ~~increase~~$156.0 ~~was~~million ~~primarily~~for ~~attributed~~working tocapital ~~operating~~needs, ~~efficiencies and a 2~~$56.6%0 ~~increase~~million inof ~~railcar~~which ~~deliveries during~~ the ~~nine~~Company ~~months~~and ~~ended~~its ~~May~~joint ~~31, 2025.~~

3531

~~Leasing~~venture &partner ~~Fleet~~have ~~Management~~each ~~Segment~~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.

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024			Increase(Decrease)			% Change
Revenue	$	181.8		$	166.0		$	15.8			9.5	%
Cost of revenue	$	58.6		$	54.3		$	4.3			7.9	%
Margin (%)		67.8	%		67.3	%		0.5	%	*
Earnings from operations ($)	$	117.6		$	100.0		$	17.6			17.6	%
Earnings from operations (%)		64.7	%		60.2	%		4.5	%	*

The following table summarizes our credit facility balances:

* Not meaningful


(in millions)	November 30, 2025		August 31, 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

~~The~~Other ~~Leasing~~Information & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management, syndication activity associated with leases attached to new railcar sales, interim rent on leased railcars for syndication and the sale of railcars purchased from third parties with the intent to resell.

~~Leasing~~The &revolving ~~Fleet~~and ~~Management~~operating ~~Revenue~~lines ~~increased~~of ~~$15.8~~credit, ~~million~~along orwith ~~9.5%~~notes ~~for~~payable, contain covenants with respect to us, the ~~nine~~most ~~months~~restrictive ~~ended~~of ~~May~~which, 31among other things, ~~2025~~limit ~~compared~~our ability to: ~~the~~incur ~~nine~~additional ~~months~~indebtedness ~~ended~~or ~~May~~guarantees; ~~31,~~pay ~~2024.~~dividends ~~The~~or ~~increase~~repurchase ~~was~~stock; ~~primarily~~enter ~~attributed~~into tofinancing anleases; ~~increase~~create ofliens; ~~$21.3~~sell ~~million~~assets; engage in ~~rents~~transactions ~~associated~~ with ~~growth~~affiliates, ofincluding ~~the~~joint ~~fleet~~ventures and ~~improved~~non ~~lease rates~~U.S. ~~This~~subsidiaries, ~~was~~including ~~partially~~but ~~offset~~not bylimited ato ~~$2.1~~loans, ~~million~~advances, ~~decrease~~equity ininvestments ~~the~~and ~~sale~~guarantees; enter into mergers, consolidations or sales of ~~railcars~~substantially ~~which~~all weour ~~had~~assets; ~~purchased~~and ~~from~~enter ~~third~~into ~~parties~~new ~~with~~lines ~~the~~of ~~intent~~business. The covenants also require certain maximum ratios of debt to ~~resell~~total ~~during~~capitalization ~~the~~and ~~nine~~minimum ~~months~~levels ~~ended~~of ~~May~~fixed 31charges (interest plus rent) coverage. As of November 30, 2025, we were in compliance with all such restrictive covenants.

~~Leasing~~From &time ~~Fleet~~to ~~Management~~time, ~~Cost~~we ofmay ~~revenue~~seek ~~increased~~to ~~$4.3~~repurchase ~~million~~or otherwise retire or ~~7.9%~~exchange ~~for~~securities, ~~the~~including ~~nine~~outstanding ~~months~~convertible ~~ended~~notes, ~~May~~borrowings 31and equity securities, ~~2025~~and ~~compared~~take other steps to reduce our debt, extend the ~~nine~~maturities ~~months~~of ~~ended~~our ~~May~~debt 31or otherwise improve our balance sheet. These actions may include open market repurchases, ~~2024~~unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. ~~The~~Such ~~increase~~retirements, ~~was~~repurchases ~~primarily~~or ~~due~~exchanges toof ~~higher~~one ~~costs~~note ~~from~~or security for another note or security (now or hereafter existing), if any, will depend on a ~~larger~~number ~~fleet~~of ~~during~~factors, ~~the~~including, ~~nine~~but ~~months~~not ~~ended~~limited ~~May~~to, 31prevailing market conditions, ~~2025~~trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable. ~~This~~The ~~was~~amounts ~~partially~~involved ~~offset~~in byany asuch ~~decrease~~transactions may, individually or in the ~~volume~~aggregate, be material and may involve all or a portion of ~~railcars~~a ~~sold~~particular ~~that~~series weof ~~purchased~~notes ~~from~~or ~~third~~other ~~parties~~indebtedness ~~during~~which may reduce the ~~nine~~float ~~months~~and ~~ended~~impact ~~May~~the ~~31,~~trading ~~2025~~market of notes or other indebtedness which remain outstanding.

~~Leasing~~We &have ~~Fleet~~global ~~Management~~operations ~~Margin~~that ~~percentage~~conduct ~~increased~~business 0in their local currencies as well as other currencies.5% ~~for~~To mitigate the ~~nine~~exposure ~~months~~to ~~ended~~transactions ~~May~~denominated ~~31,~~in ~~2025 compared~~currencies toother than the ~~nine~~functional ~~months~~currency ~~ended~~of ~~May~~each 31entity, ~~2024.~~we ~~The~~enter ~~increase~~into ~~was~~foreign ~~primarily~~exchange ~~attributed~~contracts with established financial institutions to ~~improved~~protect ~~lease~~the ~~rates~~revenue ~~and~~or ~~fewer~~margin ~~sales~~on a portion of ~~railcars~~forecasted ~~that~~foreign wecurrency ~~purchased~~sales ~~from~~and ~~third~~expenses. ~~parties,~~Given ~~which~~the ~~have~~strong ~~lower~~credit ~~margin~~standing ~~percentages~~of the counterparties, ~~during~~no ~~the~~provision ~~nine~~has ~~months~~been ~~ended~~made ~~May~~for ~~31,~~credit ~~2025~~loss due to counterparty non-performance.

~~Leasing~~To &mitigate ~~Fleet Management Earnings from operations increased $17.6 million for~~ the ~~nine~~exposure ~~months ended May 31, 2025 compared~~ to ~~the~~changes ~~nine~~in ~~months~~interest ~~ended May 31~~rates, ~~2024.~~we ~~The~~have ~~increase~~managed ~~was~~a ~~primarily~~portion ~~attributed~~of toour ~~higher~~variable ~~rents~~rate ~~associated~~debt with ainterest ~~larger~~rate ~~fleet~~swap ~~and~~agreements, ~~improved~~effectively ~~lease~~converting ~~rates in addition to a~~ $3680.26 million ~~increase~~of invariable ~~net~~rate ~~gain~~debt onto ~~disposition~~fixed ofrate ~~equipment~~debt ~~from~~as ~~higher sales~~ of ~~assets~~November ~~from our lease fleet for the nine months ended May 31~~30, 2025.

36We 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.

~~Selling~~Off-Balance ~~and~~Sheet ~~Administrative Expense~~Arrangements

	Nine Months Ended
(in millions)	May 31, 2025		May 31, 2024		Increase(Decrease)		% Change
Selling and administrative expense	$	192.5	$	179.2	$	13.3		7.4	%

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.

Selling and administrative expense was $192.5 million for the nine months ended May 31, 2025 compared to $179.2 million for the prior comparable period. The $13.3 million increase was primarily attributed to higher employee-related costs for the nine months ended May 31, 2025.32

~~Net~~Critical ~~Gain~~Accounting ~~on Disposition of Equipment~~Estimates

~~Net~~The ~~gain~~preparation onof ~~disposition~~financial ofstatements ~~equipment~~in ~~typically~~conformity ~~includes~~with accounting principles generally accepted in the ~~sale~~U.S. requires judgment on the part of ~~assets~~management ~~from~~to ~~our~~arrive ~~lease~~at ~~fleet~~estimates ~~(Equipment~~and assumptions on ~~operating~~matters ~~leases,~~that ~~net)~~are ~~and~~inherently ~~disposition~~uncertain. These estimates may affect the amount of ~~property~~assets, ~~plant~~liabilities, revenue and ~~equipment.~~expenses ~~Assets~~reported ~~are~~in ~~periodically~~the ~~sold~~financial instatements ~~the~~and ~~normal~~accompanying ~~course~~notes and disclosure of ~~business~~contingent inassets ~~order~~and toliabilities ~~optimize~~within ~~our~~the ~~lease~~financial ~~fleet~~statements. Estimates and toassumptions ~~manage~~are ~~risk~~periodically evaluated and ~~liquidity~~may be adjusted in future periods. Actual results could differ from those estimates.

~~Net~~Impairment ~~gain~~of onlong-lived ~~disposition~~assets of- ~~equipment~~We ~~was~~review ~~$16.8~~our ~~million~~long-lived assets for ~~the~~impairment ~~nine~~whenever ~~months~~events ~~ended~~or ~~May~~changes ~~31,~~in ~~2025~~circumstances ~~compared~~indicate tothat ~~$12.6~~the ~~million~~carrying ~~for~~amount ~~the~~of ~~prior~~an ~~comparable~~asset ~~period~~group may not be recoverable. ~~The~~When ~~increase~~such events or changes in ~~Net~~circumstances ~~gain~~occur, ona ~~disposition~~recoverability oftest ~~equipment~~is ~~was~~performed ~~primarily~~based ~~attributed~~upon estimated undiscounted cash flows expected to ~~higher~~be ~~sales~~realized over the remaining useful life of ~~assets~~the ~~from~~asset ~~our~~group. ~~lease~~If ~~fleet~~the ~~during~~carrying amount of an asset group exceeds the ~~nine~~estimated ~~months~~undiscounted ~~ended~~future ~~May~~cash 31flows, ~~2025~~an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group.

~~Interest~~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 ~~Foreign~~assumptions, ~~Exchange~~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.

~~Interest~~Goodwill ~~and~~- ~~foreign~~We ~~exchange~~evaluate ~~expense~~goodwill ~~was~~for ~~composed~~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 ~~following:~~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.

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024		Increase(Decrease)
Interest and foreign exchange:
Interest and other expense, net	$	59.2		$	69.2	$	(10.0	)
Foreign exchange (gain) loss, net		(0.9	)		3.3		(4.2	)
	$	58.3		$	72.5	$	(14.2	)

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.

~~The~~We ~~$14.2~~make ~~million~~certain ~~decrease~~estimates inand ~~Interest~~assumptions ~~and~~to ~~foreign~~determine ~~exchange~~our ~~expense~~reporting ~~for~~units ~~the~~and ~~nine~~whether ~~months~~the ~~ended~~fair ~~May~~value ~~31,~~of ~~2025~~each ~~compared~~reporting tounit ~~the~~is ~~nine~~greater ~~months~~than ~~ended~~its ~~May~~respective ~~31,~~carrying ~~2024~~value. ~~was~~The ~~attributed~~above tohighlighted ~~higher~~judgments ~~interest~~contemplate ~~income~~estimates and aeffects ~~$4.2~~of ~~million~~macroeconomic ~~increase~~trends inthat ~~foreign~~are ~~exchange~~inherently ~~gain~~uncertain. ~~primarily~~Changes ~~due~~in tothese ~~the~~estimates, ~~change~~which inmay include the ~~Mexican~~effects ~~Peso's~~of ~~foreign~~inflation ~~exchange~~and ~~rate~~policy ~~relative~~reactions tothereto, ~~the~~increases ~~U.S.~~in ~~Dollar~~pricing ~~during~~of ~~the~~materials ~~nine~~and ~~months~~components, ~~ended~~changes ~~May~~in 31demand, ~~2025~~or potential macroeconomic events may cause future assessment conclusions to differ.

37Income 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.

~~Income~~Our ~~Tax~~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

For the nine months ended May 31, 2025, we had Income tax expense of $71.5 million on pre-tax income of $229.7 million for an effective tax rate of 31.1%. The effective tax rate was impacted by net unfavorable discrete items related to our foreign subsidiaries. 33

~~For~~impacted ~~the~~by ~~nine~~higher ~~months~~or ~~ended~~lower ~~May~~earnings ~~31,~~than ~~2024,~~anticipated wein ~~had~~a ~~Income~~particular ~~tax~~jurisdiction. ~~expense~~In ofaddition ~~$30.0~~to ~~million~~local oncountry ~~pre-~~tax ~~income~~laws ofand ~~$128.2~~regulations ~~million~~which ~~for~~may anapply ~~effective~~minimum ~~tax~~taxes, ~~rate~~our ofincome ~~23.4%.~~tax ~~The~~rate ~~effective~~depends ~~tax~~on ~~rate~~the ~~benefited~~extent ~~from~~that ~~net~~our ~~favorable~~foreign ~~discrete~~earnings ~~items~~are ~~related~~taxed toby the U.S. ~~tax~~through ~~credits~~provisions such as the global intangible low-taxed income (GILTI) tax and ~~changes~~base inerosion ~~foreign~~and ~~currency~~anti-abuse ~~exchange~~tax ~~rates~~(BEAT). ~~for~~We review our ~~U.S.~~deferred ~~Dollar~~tax ~~denominated~~assets ~~foreign~~and ~~operations~~tax positions quarterly and adjust the balances as new information becomes available.

~~The~~Environmental ~~provision~~costs ~~for~~- ~~income~~At ~~taxes~~times ~~during~~we ~~interim~~may ~~quarterly~~be ~~reporting~~involved ~~periods~~in isvarious ~~based~~proceedings onrelated ~~our~~to ~~estimates~~environmental ofmatters. ~~the~~We ~~effective~~estimate ~~tax~~future ~~rates~~costs for ~~the~~known ~~full~~environmental ~~fiscal~~remediation ~~year~~requirements and ~~may~~accrue befor ~~positively~~them orwhen ~~negatively~~it ~~impacted~~is byprobable ~~adjustments~~ that ~~are~~we ~~required~~have toincurred bea ~~reported~~liability inand the ~~quarter.~~related ~~The~~costs ~~effective tax rate~~ can ~~fluctuate~~be ~~year-to-year~~reasonably ~~due~~estimated tobased ~~changes~~on incurrently ~~the~~available ~~mix~~information. ofAdjustments ~~foreign~~to ~~and~~these ~~domestic~~liabilities ~~pre-tax~~are ~~earnings.~~made Itwhen ~~can~~additional ~~also~~information ~~fluctuate~~becomes ~~with~~available ~~changes~~that inaffects the ~~proportion~~estimated ofcosts ~~pre-tax earnings attributable~~ to ~~our~~study ~~Mexican~~or ~~railcar~~remediate ~~manufacturing~~any ~~joint~~environmental ~~venture.~~issues ~~The~~or ~~joint~~when ~~venture~~expenditures ~~is treated as a partnership~~ for ~~tax~~which ~~purposes~~reserves ~~and,~~are asestablished ~~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~~made.

~~During~~Judgments ~~the~~used ~~nine~~in ~~months~~determining ~~ended~~if ~~May~~a ~~31,~~liability ~~2025,~~is weestimable ~~became~~are ~~subject~~subjective toand ~~minimum~~based ~~tax~~on ~~legislation~~known facts and our historic experience. If further developments in ~~Europe~~or ~~modeled~~resolution ~~after~~of ~~the~~an ~~Organization~~environmental ~~for~~matter ~~Economic~~result ~~Co-operation~~in facts and ~~Development~~circumstances ~~(OECD)~~that ~~Global~~differ ~~Anti-Base~~from ~~Erosion~~those ~~Model~~assumptions ~~Rules~~used ~~(Pillar~~to ~~Two)~~develop these reserves, the accrual for environmental remediation could be materially misstated. AtDue ~~this~~to ~~time~~the uncertain nature of environmental matters, there can be no assurance that we dowill not ~~expect~~become ~~Pillar~~involved ~~Two~~in tofuture ~~have~~litigation aor ~~material~~other ~~impact~~proceedings onor, ~~our~~if ~~Consolidated~~we ~~Financial~~were ~~Statements~~found ~~and~~to ~~will~~be ~~continue~~responsible toor ~~monitor~~liable ~~our~~in ~~potential~~any ~~exposure~~litigation asor ~~the~~proceeding, ~~U.S.~~that ~~and~~such ~~Mexico~~costs ~~work~~would not be material to ~~enact~~us. ~~similar~~For ~~legislation~~further ~~that~~information ~~aligns~~regarding ~~with~~our environmental costs, see Note 13 - Commitments and Contingencies to the ~~OECD~~Condensed ~~framework~~Consolidated Financial Statements.

~~Earnings From Unconsolidated Affiliates~~ 34

~~Through~~Item ~~unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil~~3. WeQUANTITATIVE ~~record~~AND ~~the~~QUALITATIVE ~~results~~DISCLOSURES ~~from~~ABOUT ~~these~~MARKET ~~unconsolidated affiliates on an after-tax basis.~~RISK

Earnings from unconsolidated affiliates were $14.6 million and $9.2 million for the nine months ended May 31, 2025 and May 31, 2024, respectively. The increase was primarily related to $4.4 million in higher earnings at our Brazil operations for the nine months ended May 31, 2025.

Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $5.5 million for the nine months ended May 31, 2025 compared to $8.9 million for the nine months ended May 31, 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 $3.4 million change from the prior year was primarily a result of a decrease in earnings due to lower railcar deliveries at our Mexican railcar manufacturing joint venture.

Liquidity and Capital Resources

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024
Net cash provided by operating activities	$	167.7		$	138.4
Net cash used in investing activities		(127.5	)		(254.3	)
Net cash provided by (used in) financing activities		(69.4	)		106.1
Effect of exchange rate changes		2.6			(1.1	)
Decrease in Cash and cash equivalents and Restricted cash	$	(26.6	)	$	(10.9	)

We continue to be financed through cash generated from operations and borrowings. At May 31, 2025 Cash and cash equivalents and Restricted cash were $342.0 million, a decrease of $26.6 million from $368.6 million at August 31, 2024.

Cash Flows From Operating Activities

The $29.3 million increase in Net cash provided by operating activities for the nine months ended May 31, 2025 compared to the nine months ended May 31, 2024 was primarily due to a $65.4 million increase in Net earnings, a $41.8 million change in Deferred income taxes due to utilizing accelerated depreciation methods (including bonus depreciation) and a $16.5 million net change in working capital accounts, primarily Accounts payable and accrued liabilities and Deferred revenue associated with the timing of railcar deliveries. This was partially offset by a $103.7 million change in Leased railcars for syndication due to timing of syndication activity.

Cash Flows From Investing Activities

Net cash used in investing activities primarily related to capital expenditures net of proceeds from sale of assets. The $126.8 million decrease in cash used in investing activities for the nine months ended May 31, 2025 was primarily attributable to a $115.6 million decrease in Capital expenditures and a $7.5 million increase in Proceeds from the sale of assets compared to the nine months ended May 31, 2024.

	Nine Months Ended
(in millions)	May 31, 2025			May 31, 2024
Capital expenditures:
Leasing & Fleet Management	$	(101.3	)	$	(241.1	)
Manufacturing		(107.8	)		(83.6	)
Total capital expenditures (gross)	$	(209.1	)	$	(324.7	)
Proceeds from sales of assets		75.4			67.9
Total capital expenditures (net of proceeds)	$	(133.7	)	$	(256.8	)

Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $75 million for 2025.

Gross capital expenditures for 2025 are expected to be approximately $230 million for Leasing & Fleet Management and approximately $145 million for Manufacturing, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2025 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 $175.5 million change in Net cash provided by (used in) financing activities for the nine months ended May 31, 2025 compared to the nine months ended May 31, 2024 was primarily attributed to $124.3 million in lower proceeds from the issuance of notes payable, net of repayments, a $23.8 million decrease in net proceeds from revolving notes and a $20.5 million increase in the repurchase of stock during the nine months ended May 31, 2025.

The senior term debt was amended in May 2025 on similar terms, extending the maturity date from August 2026 to May 2030. Principal payments of $3.1 million are to be paid quarterly in arrears with a balloon payment of $190.6 million due upon maturity. The principal balance as of May 31, 2025 was $250.0 million.

During the nine months ended May 31, 2024 we issued $178.5 million of asset backed securities and used proceeds to pay down $139.9 million of our GBX Leasing warehouse facility. We also drew $65.1 million on the GBX Leasing warehouse facility to grow the lease fleet.

Dividend and Share Repurchase Program

A quarterly dividend of $0.32 per share was declared on June 26, 2025.

The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. The program may be modified, suspended, or discontinued at any time without prior notice. 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 nine months ended May 31, 2025, we repurchased a total of 507 thousand shares for $21.8 million. During the nine months ended May 31, 2024, we repurchased a total of 38 thousand shares for $1.3 million. As of May 31, 2025, the amount remaining for repurchase under the share repurchase program was $78.2 million.

Cash, Borrowing Availability and Credit Facilities

As of May 31, 2025, we had $296.8 million in Cash and cash equivalents and $472.3 million in available borrowings. The available balance to draw under committed credit facilities includes $361.1 million on the North American credit facility, $96.0 million on the Mexican credit facilities and $15.1 million on the European credit facilities.

Senior secured credit facilities aggregated to $1.3 billion as of May 31, 2025 which consisted of the following components:

Nonrecourse Credit Facilities

GBX Leasing – As of May 31, 2025, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of GBX Leasing. 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 88% 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.

Other Credit Facilities

North America – The North American credit facility was renewed in May 2025, extending the maturity date from August 2026 to May 2030. As of May 31, 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. 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.

Europe – As of May 31, 2025, lines of credit totaling $96.2 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 $34.0 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 1.40% and Euro Interbank Offered Rate (EURIBOR) plus 1.90%. European credit facilities are regularly renewed and currently have maturities that range from July 2025 through September 2026.

Mexico – As of May 31, 2025, our Mexican railcar manufacturing operations had lines of credit totaling $166.0 million for working capital needs, $66.0 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 2.22% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from June 2026 through March 2027.

Credit facility balances:

(in millions)	May 31, 2025		August 31,2024
Nonrecourse credit facility balances
GBX Leasing	$	231.4	$	194.9
Other credit facility balances
North America		—		—
Europe		77.4		46.7
Mexico		70.0		110.0
Total Revolving notes	$	378.8	$	351.6

Outstanding commitments under the North American credit facility included letters of credit which totaled $3.5 million and $5.9 million as of May 31, 2025 and August 31, 2024, respectively.

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 May 31, 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.

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 $694.9 million of variable rate debt to fixed rate debt as of May 31, 2025.

Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

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. We performed a qualitative assessment for our annual goodwill impairment test during the third quarter of 2025 and determined that it was more likely than not that the fair values of all reporting units with goodwill exceeded their carrying values; therefore, we concluded that goodwill was not impaired. For further information, see Note 5 - Goodwill to the Condensed Consolidated Financial Statements.

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 contemplated 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, 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 15 - Commitments and Contingencies to the Condensed Consolidated Financial Statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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 ~~May~~November 3130, 2025 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros;, ~~and~~ the purchase of ~~Mexican~~U.S. ~~Pesos~~Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars aggregated to $~~141~~369.29 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 ~~May~~November 3130, 2025, net assets of foreign subsidiaries aggregated to $~~166~~147.23 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $1614.67 million, or 1.10% 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

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 ~~May~~November 3130, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

There is hereby incorporated by reference the information disclosed in Note 1513 - Commitment and Contingencies to the Condensed Consolidated Financial Statements, Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

This Form 10-Q should be read in conjunction with Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2024~~2025. There have been no material changes in the risk factors described in our Annual Report on Form 10-K for the year ended August 31, ~~2024~~2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Board of Directors has authorized the Company to repurchase shares of the Company’s 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. The amount remaining for purchase was $7864.29 million as of ~~May~~November 3130, 2025. Share repurchases under this program during the three months ended ~~May~~November 3130, 2025 were as follows:

(in millions, except number of shares which are reflected in thousands, and per share amounts)	Total Number of Shares Purchased		Average Price Paid per Share (Including Commissions)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
March 1, 2025 - March 31, 2025		—		—		—	$	100.0
September 1, 2025 - September 30, 2025		1	$	44.98		1	$	77.7
April 1, 2025 - April 30, 2025		390,208	$	41.89		390,208	$	83.7
October 1, 2025 - October 31, 2025		29	$	42.36		29	$	76.5
May 1, 2025 - May 31, 2025		116,612	$	46.33		116,612	$	78.2
November 1, 2025 - November 30, 2025		273	$	42.55		273	$	64.9
		506,820				506,820
		303				303

Item 5. Other Information

Trading Plan Arrangements

During the three months ended ~~May~~November 3130, 2025, no officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

(a)

List of Exhibits:

10.1		Fifth Amendment to the Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of August 27, 2021, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent.
10.1*		Stock Incentive Grant Program for Non-Employee Directors.
10.2*		~~Amendment~~Form ~~No.~~of 1Restricted toStock ~~Transition~~Unit Award Notice and ~~Consulting~~Award Agreement ~~between~~Under The Greenbrier Companies, Inc. ~~and~~2021 ~~Adrian~~Stock J.Incentive ~~Downes, effective as of April 1, 2025, is incorporated by reference to Exhibit 10~~Plan.~~1 to the Registrant’s Form 10-Q filed on April 8, 2025.~~
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

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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:	~~July~~January 28, ~~2025~~2026	By:	/s/ Michael J. Donfris
			Michael J. Donfris
			Senior Vice President, Chief Financial Officer
			(Principal Financial Officer)

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