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GREENBRIER COMPANIES INC

For the period ended Nov 30, 2025. Filed Jan 8, 2026.

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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, 2025 · Filed Jan 8, 2026

GBX$41.51-3.2%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and its subsidiaries as of November 30, 2025 and for the three months ended November 30, 2025 and November 30, 2024 have been prepared to reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. References in this Quarterly Report on Form 10-Q to the “Company,” “Greenbrier,” “we,” “us” and “our” refer to The Greenbrier Companies, Inc. and, where appropriate, its subsidiaries. All references to years refer to the fiscal years ended August 31st unless otherwise noted. The results of operations for the three months ended November 30, 2025 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2026.

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

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

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

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

During the three months ended November 30, 2025, the Company repurchased a total of 303 thousand shares for $12.9 million, which were repurchased under the current authorization of the share repurchase plan. There wereno share repurchases during thethree months ended November 30, 2024. As of November 30, 2025, the amount remaining for repurchase under the share repurchase program was $64.9 million.

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

Recent Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statement disclosures.

Disaggregation of Income Statement Expenses

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

Note 2 – Revenue Recognition

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

Three months endedNovember 30,
(in millions)20252024
Manufacturing:
Railcar sales$566.6$728.0
Railcar maintenance90.4102.9
657.0830.9
Leasing & Fleet Management49.145.0
$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 classificationNovember 30, 2025August 31,2025$ Change
Contract assetsAccounts receivable, net$4.5$5.9$(1.4)
Contract assetsInventories$8.4$9.4$(1.0)
Contract liabilities (1)Deferred revenue$22.3$40.1$(17.8)

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

For the three months ended November 30, 2025, the Company recognized $20.2 million of revenue that was included in Contract liabilities as of August 31, 2025.

Performance obligations

As of November 30, 2025, the Company has entered into contracts with customers for which revenue has not yet been recognized. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

(in millions)November 30, 2025
Manufacturing:
Railcar sales$1,345.5
Railcar maintenance$69.3
Leasing & Fleet Management:
Fleet management$132.6

Based on current production and delivery schedules and existing contracts, approximately $870.4 million of Railcar sales performance obligations are expected to be recognized through 2026 while the remaining amount is expected to be recognized in 2027 and beyond. Approximately $49.8 million of Railcar maintenance performance obligations are expected to be recognized in 2026 while the remaining amount is expected to be recognized in 2027. Fleet management performance obligations include management and maintenance service contracts of which approximately $83.3 million is expected to be recognized through 2030 and the remaining amount is expected to be recognized through 2037.

Note 3 – Inventories

The following table summarizes the Company’s Inventories balances:

(in millions)November 30, 2025August 31,2025
Manufacturing supplies and raw materials$404.3$439.4
Work-in-process147.3158.9
Finished goods136.697.7
Excess and obsolete adjustment(7.9)(7.7)
$680.3$688.3

Note 4 – Intangibles and Other Assets, net

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

(in millions)November 30, 2025August 31,2025
Intangible assets subject to amortization:
Customer relationships$87.5$87.5
Accumulated amortization(75.5)(74.8)
Other intangible assets42.242.3
Accumulated amortization(30.9)(30.1)
23.324.9
Intangible assets not subject to amortization2.32.3
Prepaid and other assets38.144.3
Operating lease right-of-use assets80.884.2
Nonqualified savings plan investments66.659.4
Debt issuance costs, net6.67.2
Deferred tax assets37.041.9
$254.7$264.2

Note 5 – Accounts Payable and Accrued Liabilities

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

(in millions)November 30, 2025August 31,2025
Trade payables$228.9$264.0
Other accrued liabilities102.3113.9
Operating lease liabilities81.284.9
Accrued payroll and related liabilities145.3169.0
Accrued warranty19.819.9
$577.5$651.7

Note 6 – Accrued Warranty

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

Three months endedNovember 30,
(in millions)20252024
Balance at beginning of period$19.9$23.8
Charged to cost of revenue, net3.01.9
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, 2025August 31,2025
Corporate and other — Recourse:
Revolving credit facilities
North America$—$5.0
Europe108.477.6
Mexico70.070.0
178.4152.6
Corporate senior term debt246.9250.0
2.875% Convertible senior notes, due 2028373.8373.8
Other notes payable1.81.4
800.9777.8
Debt discount and issuance costs(6.1)(6.6)
Debt, net — Recourse794.8771.2
Lease fleet – Non-recourse:
Leasing warehouse credit facility220.6222.3
Leasing senior term debt305.2308.2
Leasing GBXL I asset-backed term notes452.4456.2
978.2986.7
Debt discount and issuance costs(6.8)(7.0)
Debt, net — Non-recourse971.4979.7
Total Debt, net$1,766.2$1,750.9

Corporate and other – Recourse

North American revolving credit facility

As of November 30, 2025, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for the Company’s U.S. and Mexican operations. The North American credit facility is secured by substantially all the Company's U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility, or the railcar asset-backed securities. The North American credit facility had $435.2 million available for borrowing as of November 30, 2025. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North

American credit facility included letters of credit which totaled $5.4 million as of November 30, 2025 and August 31, 2025. Advances under the North American credit facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing. The North America credit facility matures in May 2030.

European revolving credit facilities

As of November 30, 2025, lines of credit totaling $122.6 million, secured by certain of the Company’s European assets, were available for working capital needs of the Company’s European manufacturing operations. The European credit facilities had $14.2 million available for borrowing as of November 30, 2025. The European lines of credit include $59.2 million which is guaranteed by the Company. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.30% and Euro Interbank Offered Rate (EURIBOR) plus 1.50% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from January 2026 through December 2026.

Mexican revolving credit facilities

As of November 30, 2025, the Company’s Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which the Company and its joint venture partner have each guaranteed 50%. The Mexican credit facilities had $86.0 million available for borrowing as of November 30, 2025. Advances under these facilities bear interest at variable rates that range from SOFR plus 1.96% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from June 2026 through March 2027.

Lease fleet – Non-recourse

Leasing warehouse credit facility

As of November 30, 2025, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of the Company's leasing business in North America. Advances under this facility are secured by a pool of leased railcars and bear interest at SOFR plus 1.70%. Interest rate swap agreements cover approximately 91% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.

Note 8 – Accumulated Other Comprehensive Loss

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

(in millions)Unrealized Gain (Loss) on Derivative Financial InstrumentsForeign Currency Translation AdjustmentOtherAOCL
Balance, August 31, 2025$9.0$(37.4)$(2.8)$(31.2)
Other comprehensive income (loss) before reclassifications2.91.0(0.1)3.8
Amounts reclassified from AOCL(2.5)——(2.5)
Balance, November 30, 2025$9.4$(36.4)$(2.9)$(29.9)
(in millions)Unrealized Gain (Loss) on Derivative Financial InstrumentsForeign Currency Translation AdjustmentOtherAOCL
Balance, August 31, 2024$15.2$(47.0)$(2.2)$(34.0)
Other comprehensive income (loss) before reclassifications7.2(11.3)—(4.1)
Amounts reclassified from AOCL(3.5)——(3.5)
Balance, November 30, 2024$18.9$(58.3)$(2.2)$(41.6)

Note 9 – Earnings Per Share

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

Three months endedNovember 30,
(In thousands)20252024
Weighted average basic common shares outstanding30,95331,246
Dilutive effect of 2.875% convertible notes due 2028 (1)—43
Dilutive effect of restricted stock units (2)912934
Weighted average diluted common shares outstanding31,86532,223

(1)The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three months ended November 30, 2025 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. As these notes require cash settlement for the principal, only a premium is potentially dilutive under the "if converted" method as further discussed below.

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

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

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

Three months endedNovember 30,
(in millions, except number of shares which are reflected in thousands, and per share amounts)20252024
Net earnings attributable to Greenbrier$36.4$55.3
Weighted average basic common shares outstanding30,95331,246
Basic earnings per share$1.18$1.77
Net earnings attributable to Greenbrier$36.4$55.3
Weighted average diluted common shares outstanding31,86532,223
Diluted earnings per share$1.14$1.72

Note 10 – Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain current and probable future debt. The Company’s foreign exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses is recorded in AOCL.

At November 30, 2025 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase of U.S. Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars, aggregated to $369.9 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets as Accounts payable and accrued liabilities when in a loss position, or as Accounts receivable, net when in a gain position. As the contracts mature at various dates through March 2027, any such gain or loss remaining will be recognized in Manufacturing Revenue or Cost of revenue along with the related transactions. In the event that the underlying transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in AOCL would be reclassified to the results of operations in Interest and foreign exchange at the time of occurrence. At November 30, 2025 exchange rates, approximately $1.6 million would be reclassified to Manufacturing Revenue and Cost of revenue in the next year.

At November 30, 2025, interest rate swap agreements maturing from August 2027 through March 2032 had notional amounts that aggregated to $680.6 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets in Accounts payable and accrued liabilities when in a loss position, or in Accounts receivable, net when in a gain position. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from AOCL and charged or credited to interest expense. At November 30, 2025 interest rates, approximately $5.1 million would be reclassified to Interest and foreign exchange in the next year.

Fair Values of Derivative Instruments

(in millions)

Asset Derivatives · Liability Derivatives
November 30, 2025 · August 31,2025 · November 30, 2025 · August 31,2025
Balance sheet locationFair ValueFair ValueBalance sheet locationFair ValueFair Value
Derivatives designated as hedging instruments
Foreign exchange contractsAccounts receivable, net$6.5$5.4Accounts payable and accrued liabilities$0.9$2.9
Interest rate swap contractsAccounts receivable, net11.813.6Accounts payable and accrued liabilities1.70.7
$18.3$19.0$2.6$3.6
Derivatives not designated as hedging instruments
Foreign exchange contractsAccounts receivable, net$0.5$—Accounts payable and accrued liabilities$—$—

The Effect of Derivative Instruments on the Statements of Income

(in millions)

Three months ended November 30, 2025 and 2024

Derivatives in cash flow hedging relationships · Gain (loss) recognized in AOCL on derivatives three months endedNovember 30, · Location of gain (loss) reclassified from AOCL into income · Gain (loss) reclassified from AOCL into income three months endedNovember 30,
2025 · 2024 · 2025 · 2024
Foreign exchange contracts$1.2$(1.3)Revenue$0.1$0.5
Foreign exchange contracts2.2(0.4)Cost of revenue0.3(0.1)
Interest rate swap contracts0.310.9Interest and foreign exchange2.64.0
$3.7$9.2$3.0$4.4
Derivatives not designated as hedging instruments · Location of gain (loss) recognized in income on derivatives · Gain (loss) recognized in income on derivatives three months endedNovember 30,
2025 · 2024
Foreign exchange contractsInterest and foreign exchange$0.4$—

The following table presents the location and amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges were recorded for the three months ended November 30, 2025 and 2024:

Three months endedNovember 30,
20252024
Total Revenue$706.1$875.9
Gain (loss) on cash flow hedges in Revenue
Foreign exchange contracts:
Gain (loss) reclassified from AOCL$0.1$0.5
Amount excluded from effectiveness testing$0.6$0.8
Total Cost of revenue$602.8$702.3
Gain (loss) on cash flow hedges in Cost of revenue
Foreign exchange contracts:
Gain (loss) reclassified from AOCL$0.3$(0.1)
Amount excluded from effectiveness testing$0.1$—
Total Interest and foreign exchange$15.5$23.4
Gain (loss) on cash flow hedges in Interest and foreign exchange
Interest rate swap contracts:
Gain (loss) reclassified from AOCL$2.6$4.0

Note 11 – Segment Information

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

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

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

For the three months ended November 30, 2025:

(in millions) · Manufacturing · Leasing & Fleet Management · Total
Revenue
Revenue from external customers$657.0$49.1$706.1
Intersegment revenue10.1—10.1
667.149.1716.2
Elimination of intersegment revenues(10.1)
Total consolidated revenues706.1
Cost of revenue
Cost of revenue from external customers584.917.9602.8
Intersegment cost of revenue10.1—10.1
595.017.9612.9
Margin72.131.2103.3
Selling and administrative23.45.0
Net loss (gain) on disposition of equipment0.1(17.8)
Segment earnings from operations$48.6$44.0$92.6

For the three months ended November 30, 2024:

(in millions) · Manufacturing · Leasing & Fleet Management · Total
Revenue
Revenue from external customers$830.9$45.0$875.9
Intersegment revenue2.80.23.0
833.745.2878.9
Elimination of intersegment revenues(3.0)
Total consolidated revenues875.9
Cost of revenue
Cost of revenue from external customers685.416.9702.3
Intersegment cost of revenue2.80.23.0
688.217.1705.3
Margin145.528.1173.6
Selling and administrative23.96.4
Net gain on disposition of equipment—(0.2)
Segment earnings from operations$121.6$21.9$143.5

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

Three months endedNovember 30,
(in millions)20252024
Segment earnings from operations
Manufacturing$48.6$121.6
Leasing & Fleet Management44.021.9
92.6143.5
Corporate(31.5)(31.7)
Earnings from operations61.1111.8
Interest and foreign exchange15.523.4
Earnings before income tax and earnings from unconsolidated affiliates$45.6$88.4

The following tables present selected financial information by segment.

Total assets
(in millions)November 30, 2025August 31,2025
Manufacturing$2,018.2$2,085.9
Leasing & Fleet Management1,844.81,858.4
Unallocated, including cash432.6416.3
$4,295.6$4,360.6
Three months endedNovember 30,
(in millions)20252024
Depreciation and amortization:
Manufacturing$21.4$18.7
Leasing & Fleet Management11.110.5
$32.5$29.2
Capital expenditures:
Manufacturing$20.7$57.9
Leasing & Fleet Management36.81.2
$57.5$59.1

Note 12 – Leases

Lessor

Equipment on operating leases is reported net of accumulated depreciation of $128.3 million and $123.0 million as of November 30, 2025 and August 31, 2025, respectively. Depreciation expense was $9.6 million and $8.6 million for thethree months ended November 30, 2025 and 2024, respectively. In addition, certain railcar equipment leased-in by the Company on operating leases is subleased to customers under non-cancelable operating leases with lease terms ranging fromone to approximately 11 years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for thethree months ended November 30, 2025 was $36.9 million, which included $5.7 million of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for thethree months ended November 30, 2024 was $32.0 million, which included $4.3 million of revenue as a result of daily, monthly or car hire utilization arrangements.

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

(in millions)
Remaining nine months of 2026$88.1
2027102.5
202885.3
202963.5
203045.9
Thereafter79.0
$464.3

Lessee

The Company leases railcars, real estate, and certain equipment under operating and, to a lesser extent, finance lease arrangements. As of and for the three months ended November 30, 2025 and 2024, finance leases were not a material component of the Company's lease portfolio. The Company’s real estate and equipment leases have remaining lease terms ranging from less thanone year to 73 years, with some including options to extend up to nine years. The Company recognizes a lease liability and corresponding right-of-use (ROU) asset based on the present value of lease payments. To determine the present value of lease payments, as most of its leases do not provide a readily determinable implicit rate, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at each lease commencement date. The Company considers its recent debt issuances as well as publicly available data for instruments with similar characteristics when estimating its incremental borrowing rate.

The components of operating lease costs were as follows:

Three months endedNovember 30,
(in millions)20252024
Operating lease expense$5.3$4.3
Short-term lease expense0.91.5
Total$6.2$5.8

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at November 30, 2025, will mature as follows:

(in millions)
Remaining nine months of 2026$13.8
202715.7
202814.7
202912.6
20309.4
Thereafter29.9
Total lease payments$96.1
Less: Imputed interest(14.9)
Total lease obligations$81.2

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

November 30, 2025August 31,2025
Weighted average remaining lease term (years)10.610.6
Weighted average discount rate4.6%4.5%

Supplemental cash flow information related to leases were as follows:

Three months endedNovember 30,
(in millions)20252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$5.1$4.2
ROU assets obtained in exchange for lease liabilities:
Operating leases$0.4$0.2

Note 13 – Commitments and Contingencies

Portland Harbor Superfund Site

The Company’s former Portland, Oregon manufacturing facility (Portland Property) is located adjacent to the Willamette River. In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the

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

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

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

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

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

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

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

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

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

Sale of Portland Property

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

Other Litigation, Commitments and Contingencies

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

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

As of November 30, 2025, the Company had outstanding letters of credit aggregating to $5.4 million assoc iated with performance guarantees, facility leases and workers compensation insurance.

Note 14 – Fair Value Measures

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

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

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

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

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2025 were:

(in millions)TotalLevel 1Level 2 (1)Level 3
Assets:
Derivative financial instruments$18.8$—$18.8$—
Nonqualified savings plan investments66.666.6——
Cash equivalents201.0201.0——
$286.4$267.6$18.8$—
Liabilities:
Derivative financial instruments$2.6$—$2.6$—

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

(in millions)TotalLevel 1Level 2 (1)Level 3
Assets:
Derivative financial instruments$19.0$—$19.0$—
Nonqualified savings plan investments59.459.4——
Cash equivalents134.0134.0——
$212.4$193.4$19.0$—
Liabilities:
Derivative financial instruments$3.6$—$3.6$—

(1)

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

Note 15 – Related Party Transactions

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company purchased $1.7 million and $3.1 millionof railcar components from Axis for the three months ended November 30, 2025 and 2024, respectively.

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