GREENBRIER COMPANIES INC

(Unaudited)

Note 1 – Interim Financial Statements

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

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

Effective September 1, 2025, the Company changed its measurement basis for allocating revenue and expenses associated with syndication activity between the Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to the Company’s chief operating decision maker (CODM) to assess performance and allocate resources and had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 12 – 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.

Contingently redeemable noncontrolling interest –Greenbrier-Astra Rail B.V. is controlled by the Company with an approximate 75% interest and the remaining noncontrolling interest is held by Astra Holding GmbH (Astra). Astra holds a put option to sell its entire noncontrolling interest to Greenbrier at an exercise price equal to the higher of the fair value or a defined earnings before interest, taxes, depreciation and amortization multiple as measured on the exercise date (the put purchase price). The option was exercisable 30 business days prior to and up until June 1, 2026. During the third quarter of 2026, the option was extended to be exercisable within 20 business days after Astra has received written determination of the put purchase price. The put purchase price has not been determined through the date of this filing.

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 nine months ended May 31, 2026, the Company repurchased a total of 313 thousand shares for $13.3 million, which were repurchased under the current authorization of the share repurchase plan. There wereno share repurchases during thethree months ended May 31, 2026. During the three and nine months ended May 31, 2025, the Company repurchased a total of 507 thousand shares for $21.8 million. As of May 31, 2026, the amount remaining for repurchase under the share repurchase program was $64.5 million.

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

Recent Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (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 has completed a preliminary assessment and does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements, but expects that it will result in expanded income tax 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:

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:

(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 31, 2026, the Company recognized $2.4 million and $26.6 million, respectively, of revenue that was included in Contract liabilities as of August 31, 2025.

Performance obligations

The Company has entered into contracts with customers for which revenue has not yet been recognized as of May 31, 2026. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

Based on current production and delivery schedules and existing contracts, approximately $792.3 million of Railcar sales performance obligations are expected to be recognized through 2027 while the remaining amount is expected to be recognized in 2028 and beyond. Railcar maintenance performance obligations are expected to be recognized through 2027. Fleet management performance obligations include management and maintenance service contracts of which approximately $90.1 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:

Note 4 – Intangibles and Other Assets, net

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

Note 5 – Goodwill

The Company performed its annual goodwill impairment test as of March 1, 2026. 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.

The goodwill balance is comprised of the following balances within the Manufacturing segment:

Note 6 – Accounts Payable and Accrued Liabilities

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

Note 7 – Accrued Warranty

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

Note 8 – 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:

Corporate and other – Recourse

North American revolving credit facility

As of May 31, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for the Company’s U.S. and Mexican operations. The North American credit facility is secured by substantially all the Company's U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility, or the railcar asset-backed securities. The North American credit facility had $320.0 million available for borrowing as of May 31, 2026. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American credit facility included letters of credit which totaled $29.3 million and $5.4 million as of May 31, 2026 and August 31, 2025, respectively. Advances under the North American credit facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing. The North America credit facility matures in May 2030.

European revolving credit facilities

As of May 31, 2026, lines of credit totaling $133.9 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 $32.5 million available for borrowing as of May 31, 2026. The European lines of credit include $59.5 million which is guaranteed by the Company. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.20% to WIBOR plus 1.25%and Euro Interbank Offered Rate

(EURIBOR)plus 1.00% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from September 2026 through May 2028.

Mexican revolving credit facilities

As of May 31, 2026, the Company’s Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which the Company and its joint venture partner have each guaranteed 50%. The Mexican credit facilities had $136.0 million available for borrowing as of May 31, 2026. Advances under these facilities bear interest at variable rates that range from SOFR plus 2.00% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from July 2026 through March 2027.

Lease fleet and other – Non-recourse

Leasing warehouse credit facility

As of May 31, 2026, a $450.0 million non-recourse warehouse credit facility existed to support the operations of the Company's leasing business in North America. Advances under this facility are secured by a pool of leased railcars and bear interest at SOFR plus 1.70%. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.

Leasing senior term debt

The Leasing senior term debt was amended in May 2026 on similar terms, providing for an additional $125.0 million available under a delayed draw facility through November 2026 and extending the maturity date from August 2027 to May 2032. The Leasing senior term debt bears inte rest at a rate of SOFR plus 1.625%, with principal of $2.6 million paid quarterly in arrears and a balloon payment of $237.0 million dueupon maturity. Interest rate swap agreements cover nearly 100% of the principal balance to swap the floating interest rate to fixed rates.

Leasing GBXL I asset-backed term notes

GBX Leasing 2022-1 LLC (GBXL I) was formed as a wholly owned special purpose entity of GBX Leasing to securitize the leasing assets of GBX Leasing. On February 4, 2026, GBXL I (Issuer) issued $300.0 million of term notes secured by a portfolio of railcars and associated operating leases and other assets, acquired and owned by GBXL I (the 2026 GBXL Notes). Issued debt of GBXL I as of May 31, 2026 also includes the GBXL I Series 2022-1 Notes and the GBXL I Series 2023-1 Notes, as described in Note 11 of our 2025 Annual Report on Form 10-K, and the 2026 GBXL Notes, collectively the GBXL Notes. GBX Leasing used a portion of the net proceeds received from the issuance of the term notes to pay down the Leasing warehouse credit facility.

The 2026 GBXL Notes include $280.4 millionof GBXL I Series 2026-1 Class A Secured Railcar Equipment Notes (2026 Class A Notes) and $19.6 million of GBXL I Series 2026-1 Class B Secured Railcar Equipment Notes (2026 Class B Notes). The 2026 GBXL Notes bear interest at fixed rates of 5.13% and 5.30% for the 2026 Class A Notes and 2026 Class B Notes, respectively. The 2026 GBXL Notes are payable monthly, with a contractual maturity date of February 22, 2056 and an anticipated repayment date of February 21, 2033. While the contractual maturity date is in 2056, the cash flows generated from the railcar assets will pay down the 2026 GBXL Notes in line with the agreement, which based on expected cash flow payments, would result in repayment in advance of the contractual maturity date. If the principal amount of the 2026 GBXL Notes has not been repaid in full by the anticipated repayment date, then the Issuer will also be required to pay additional interest to the holders at a rate equal to 4.00% per annum.

The GBXL Notes are obligations of the Issuer only and are non-recourse to Greenbrier. The GBXL Notes are subject to a Master Indenture between the Issuer and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Series 2022-1 Supplement dated February 9, 2022, the Series 2023-1 Supplement dated November 20, 2023, and the Series 2026-1 Supplement dated February 4, 2026. The GBXL Notes may be subject to acceleration upon the occurrence of certain events of default.

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

European debt

In January 2026, the Company entered into a loan agreement with a commitment of up to $50.3 million to support the Company's European operations. The European debt is secured by a pool of leased railcars and is non-recourse to Greenbrier. The European debt bears interest at a rate of EURIBOR plus 3.50% and matures in January 2031.

Note 9 – Accumulated Other Comprehensive Loss

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

Note 10 – Earnings Per Share

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

(1)The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three and nine months ended May 31, 2026 and the three months ended May 31, 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.

Note 11 – 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 31, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase of U.S. Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars, aggregated to $227.3 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets as Accounts payable and accrued liabilities when in a loss position, or as Accounts receivable, net when in a gain position. As the contracts mature at various dates through May 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, 2026 exchange rates, approximately $5.4 million would be reclassified to Manufacturing Revenue and Cost of revenue in the next year.

At May 31, 2026, interest rate swap agreements maturing from August 2027 through January 2032 had notional amounts that aggregated to $468.0 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, 2026 interest rates, approximately $5.4 million would be reclassified to Interest and foreign exchange in the next year.

Fair Values of Derivative Instruments

The Effect of Derivative Instruments on the Statements of Income

Three months ended May 31, 2026 and 2025

The Effect of Derivative Instruments on the Statements of Income

Nine months ended May 31, 2026 and 2025

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 thethree and nine months ended May 31, 2026 and 2025:

Note 12 – 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 May 31, 2026:

For the nine months ended May 31, 2026:

For the three months ended May 31, 2025:

For the nine months ended May 31, 2025:

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

The following tables present selected financial information by segment.

Note 13 – Leases

Lessor

Equipment on operating leases is reported net of accumulated depreciation of $133.2 million and $123.0 million as of May 31, 2026 and August 31, 2025, respectively. Deprecia tion expense was $9.6 million and $28.4 million for thethree and nine months ended May 31, 2026, respectively, and $8.9 million and $27.0 million for thethree and nine months ended May 31, 2025, respectively. In addition, certain railcar equipment leased-in by the Company on operating leases is subleased to customers under non-cancelable operating leases with lease terms ranging fromone to approximately 10 years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for thethree and nine months ended May 31, 2026 was $34.3 million and $106.0 million, which included $4.0 million and $14.1 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for thethree and nine months ended May 31, 2025 was $35.5 million and $103.1 million, which included $6.1 million and $16.6 million, respectively, of revenue as aresult of daily, monthly or car hire utilization arrangements.

Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at May 31, 2026, will mature as follows:

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 31, 2026 and 2025, finance leases were not a material component of the Company's lease portfolio. The Company’s real estate and equipment leases have remaining lease terms ranging from less thanone year to 72 years, with some including options to extend up to 9 years. The Company recognizes a lease liability and corresponding right-of-use (ROU) asset based on the present value of lease payments. To determine the present value of lease payments, as most of its leases do not provide a readily determinable implicit rate, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at each lease commencement date. The Company considers its recent debt issuances as well as publicly available data for instruments with similar characteristics when estimating its incremental borrowing rate.

The components of operating lease costs were as follows:

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at May 31, 2026, will mature as follows:

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

Supplemental cash flow information related to leases were as follows:

Note 14 – Commitments and Contingencies

Portland Harbor Superfund Site

The Company has been identified as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency (EPA) in connection with the Company’s former Portland, Oregon manufacturing facility (Portland Property), which is within the boundary of the Portland Harbor Superfund Site. The Company sold the Portland Property in May 2023.

The EPA’s January 6, 2017 record of decision (ROD) for the Portland Harbor Superfund Site 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. Multiple PRPs and the EPA have been conducting remedial design studies for several years and the work continues. Remedial action will follow remedial design.

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. Some allocation participants that have received a Special Notice Letter from the EPA, including the Company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.

A suit filed by the Company and other PRPs against 69 other parties for cost recovery, 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, has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.

The Confederated Tribes and Bands of the Yakama Nation have sued 30 parties, including the Company, for unspecified costs 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 Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028.

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. The Company also continues to investigate potential historical sources of contamination from the Portland Property to the Willamette River under oversight from the Oregon Department of Environmental Quality. Because environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for cleanup costs or damages to natural resources.

Any of the above 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.

U.S. Customs and Border Protection’s Freight Rail Coupler Investigation

In August 2025, 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 Greenbrier. The CBP stated that it is investigating whether the Company evaded certain duty orders (the Orders) on freight rail couplers and parts from Mexico and/or China.

In May 2026, CBP issued a Notice of Determination (the Determination) that the Company evaded antidumping and countervailing duties (AD/CVD) on certain freight rail couplers (FRCs) attached to newly-built railcars during the Period of Investigation (POI) dating to April 2024. The Determination ordered the Company to rectify any noncompliance with provisions of admission of railcars to which FRCs subject to the Orders were affixed and to henceforth require the Company to file formal consumption entries for FRCs subject to the Orders. CBP did not specify any amount of Company liability for FRCs subject to the Orders admitted into the United States as part of the Company’s movement of newly-built railcars from the start of the POI to the Determination. Greenbrier is fully cooperating with CBP on this matter. The Company has filed an administrative appeal of the Determination. At this time, the Company is unable to estimate a potential loss, and the likelihood of loss is not probable.

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.

As of May 31, 2026, the Company had outstanding letters of credit aggregating to $29.3 million assoc iated with performance guarantees, facility leases and workers compensation insurance.

Note 15 – 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 31, 2026 were:

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

(1)

Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 11 - Derivative Instruments to the Condensed Consolidated Financial Statements for further discussion.

Note 16 – Related Party Transactions

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company purchased $0.7 million and $4.3 millionof railcar components from Axis for the three and nine months ended May 31, 2026, respectively, and $2.0 million and $6.7 million for thethree and nine months ended May 31, 2025, respectively.