GREENBRIER COMPANIES INC
For the period ended Nov 30, 2024. Filed Jan 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2024 · Filed Jan 10, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-05-31; filed 2024-07-08.
0000950170-24-082097
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2024-11-30; filed 2025-01-10.
0000950170-25-003839
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 11 previous paragraphs and 8 current paragraphs.
5 unchanged; 2 reworded; 1 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
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. 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.
Added paragraphs (1)
Current report
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.
Removed paragraphs (4)
Previous report
On July 2, 2024, the compensation committee of the Board of Directors of the Company adopted The Greenbrier Companies, Inc. Executive Officer Severance Policy.
Previous report
The policy provides severance benefits to executive officers upon a “qualifying termination” unrelated to a change in control (subject to participant’s execution and, to the extent applicable, non-revocation of a release). The severance benefits are equal to (1) a cash amount equal to a number of months of the executive officer’s base salary; (2) a prorated annual bonus for the year of termination (based on actual achievement of performance goals); (3) a cash amount equal to a number of months of health benefit premiums; and (4) outplacement services not to exceed $12,000. With respect to clauses (1), (3) and (4), the number of applicable months is 24 for the Company’s Chief Executive Officer, 18 for the Company’s Chief Financial Officer, Chief Operations Officer and Business Unit Presidents, and 12 for all other executive officers. For purposes of the policy, a “qualifying termination” means the termination of a participant’s employment by (1) the Company or any successor thereto without “cause” or (2) the participant for “good reason”, each as defined in the policy. The foregoing description of the policy does not purport to be complete and is qualified in its entirety by reference to the full text of the policy, a copy of which will be filed with the Form 10-K for the period ended August 31, 2024.
Previous report
During thethree months ended May 31, 2024 the following officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:
Previous report
On May 15, 2024, Rick Galvan, Senior Vice President Operations, Maintenance Services, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 3,364 shares of our common stock acquired by Mr. Galvan pursuant to our Stock Incentive Plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be sold under the trading arrangement will be August 15, 2024, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until July 31, 2025, or earlier if all transactions under the trading arrangement are completed.
Reworded paragraphs (2)
Previous wording
The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. The share repurchase program has an expiration date of January 31, 2025. The amount remaining for purchase was $45.1 million as of May 31, 2024. There were no share repurchases under this program during the three months ended May 31, 2024.
Current wording
The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. As of November 30, 2024, the share repurchase program had an expiration date of January 31, 2025. The amount remaining for purchase was $45.1 million as of November 30, 2024. There were no share repurchases under this program during the three months ended November 30, 2024.
Previous wording
No other 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, during thethree months ended May 31, 2024.
Current wording
During the three months ended November 30, 2024, 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.