GREENBRIER COMPANIES INC

Introduction

We are a leading international supplier of equipment and services to global freight transportation markets. Through our wholly-owned subsidiaries and consolidated and unconsolidated joint ventures, we design, build and market freight railcars in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, component parts, maintenance and sustainable conversion services in North America. We own a lease fleet of railcars that originate primarily from our manufacturing operations. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America.

We operate an integrated business model that combines freight car manufacturing, wheel services, railcar maintenance, component parts, leasing and fleet management services. Our model is designed to provide customers with a comprehensive set of freight car product and service solutions by utilizing our substantial engineering, mechanical and technical capabilities, as well as our experienced commercial personnel. Our integrated model allows us to develop cross-selling opportunities and synergies among our reportable segments thereby enhancing our margins. We believe our integrated model is difficult to duplicate and provides greater value for our customers and investors.

Effective September 1, 2025, we changed our 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 our chief operating decision maker (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 16 – Segment Information to the Consolidated Financial Statements for additional information on our reportable segments.

References in this Annual Report on Form 10-K 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 Greenbrier Companies, Inc., is incorporated in Oregon. Our principal executive offices are located at One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035. Our telephone number is (503) 684-7000 and our Internet website is located at http://www.gbrx.com. Information contained on our website is not part of or incorporated into this Form 10-K or any other filings with the Securities and Exchange Commission (SEC).

Products and Services

Manufacturing Segment

North American Manufacturing- We manufacture a broad range of freight railcar types used in the North American market. We also place railcars on lease to customers and sell the railcars with leases attached to investors (syndicate railcars). We continue to develop product features and capabilities based on customer and market requirements. The primary products we produce for the North American market are:

Freight Railcars -We manufacture a variety of covered hopper cars used to transport food-grade products, grain, fertilizer, cement, minerals and plastic pellets, as well as gondolas and open-top hoppers for steel, metals, scrap and aggregates. We also produce boxcars for the transportation of paper products, perishables and general merchandise. Our flat car offerings include center partition cars for forest products and heavy-duty flat cars.

Tank Cars - We manufacture a variety of tank cars, including general-purpose, pressurized, coiled, lined, insulated and stainless-steel designs. These railcars are used to transport hazardous and non-hazardous commodities, including petroleum products, ethanol, liquefied petroleum gas, petrochemicals, caustic soda, chlorine, fertilizers, vegetable oils, biodiesel and other products.

Intermodal Railcars -We manufacture a portfolio of intermodal railcars, including our Maxi-Stack® I and Maxi-Stack® IV double-stack railcars. These railcars are designed to transport containers stacked two-high on a single platform.

Automotive - We manufacture railcar equipment designed for the transportation of light vehicles. Our automotive offerings include the Auto-Max® II, Multi-Max TM and Multi-Max Plus TM products, which are designed to transport automobiles, CUVs, SUVs, trucks and high-sided vans.

Sustainable Conversions TM -We provide railcar conversion services that repurpose existing railcars for alternative service applications. These services include rebodying or stretching covered hoppers for larger cubic-capacity service, re-racking or converting autoracks and performing tank car retrofits to address regulatory requirements.

Component Parts- Our component parts facilities manufacture and recondition railcar components, including cushioning units, couplers, yokes, bolsters, gates, valves and other parts.

Wheel Services-We operate wheel service facilities in North America that provide wheel and axle reconditioning services, as well as new axle machining, finishing and downsizing.

Railcar Maintenance-We operate a railcar maintenance network in North America that includes Association of American Railroads (AAR) certified facilities. These facilities perform maintenance services for third-party customers and our leased and managed railcar fleets.

European Railcar Manufacturing -Our European manufacturing operations produce a variety of freight wagon types, including box, car carrier, covered, flat, hopper, intermodal, steel products and specialty wagons. In addition, our European manufacturing operations produce a comprehensive line of pressurized tank wagons for liquid petroleum, liquefied petroleum gas, chlorine and ammonia and non-pressurized tank cars for light oil, chemicals and other products, and are a leading manufacturer of bogies and other key components. We offer a full range of leasing options for a variety of freight and tank wagons that we produce, along with wagon repair and maintenance services.

Leasing & Fleet Management Segment

Leasing-We operate a railcar leasing business in North America. Our relationships with financial institutions and operating lessors combined with our ownership of a lease fleet of approximately 20,900 railcars enable us to offer flexible leases to our customers, including operating leases of varied intervals and “per diem” leases. The percentage of owned units on lease was 98.0% as of August 31, 2026 with an average remaining lease term of 2.5 years and an average age of 10.9 years. We also originate leases of railcars, which are either newly built or refurbished by our operations. These may be held in the fleet or sold with attached leases to financial institutions or other investors, typically with multi-year management services agreements. As an equipment owner and an originator of leases, we participate principally in the operating lease segment of the market. Assets from our owned lease fleet are periodically sold to accommodate customer demand, manage risk and maintain liquidity.

Fleet Management- Our North American management services business offers a comprehensive suite of software and services including railcar maintenance management, railcar accounting services (such as billing and revenue collection, car hire receivable and payable administration), total fleet management (including railcar tracking using proprietary software), fleet logistics, administrative services and railcar remarketing. We currently provide management services for fleets of railcars owned by railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. In addition, our Regulatory Services Group offers regulatory, engineering, process consulting and advocacy support to the tank car owner and shipper community, among other services. Our management services business is responsible for the maintenance and administration of our railcar fleet.

Unconsolidated Affiliates

United States (U.S.) Axle Manufacturing- We have a 41.9% interest in Axis, LLC (Axis), a joint venture that manufactures and sells axles to its joint venture partners for use and distribution both domestically and internationally.

Brazilian Railcar Manufacturing- We have a 60% ownership interest in Greenbrier Maxion-Equipamentos e Serviços Ferroviários S.A. (Greenbrier-Maxion), a leading railcar manufacturer in South America, based in

Hortolandia, Brazil. Greenbrier-Maxion also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment. We do not consolidate Greenbrier-Maxion for financial reporting purposes and account for our interest under the equity method of accounting as the entity’s governance provisions require that all significant decisions of Greenbrier-Maxion are subject to shared consent of its shareholders.

Brazilian Castings and Component Parts Manufacturing- We have a 29.5% ownership interest in Amsted-Maxion Fundição e Equipamentos Ferroviários S.A. (Amsted-Maxion) based in Cruzeiro, Brazil. Amsted-Maxion is a manufacturer of various castings and wheel components for railcars and other heavy industrial equipment. Amsted-Maxion has a 40% ownership position in Greenbrier-Maxion and is integrated with the operations of our Brazilian railcar manufacturer.

Other Unconsolidated Affiliates - We have other unconsolidated affiliates which primarily include joint ventures that produce rail and industrial components, all of which are presented in Investment in unconsolidated affiliates on the Consolidated Balance Sheets.

Backlog

The following table depicts our reported railcar backlog subject to third-party sale or lease in number of railcars and estimated future revenue value attributable to such backlog, at the dates shown:

1 Each platform of a railcar is treated as a separate unit.

2 Subject to change based on finalization of product mix.

Approximately 9% of backlog units and 8% of estimated value as of August 31, 2026 were associated with our Brazilian railcar manufacturing operations, which are accounted for under the equity method.

Based on current production schedules, approximately $1.0 billion of railcar sales in the August 31, 2026 backlog are scheduled for delivery in 2027 while the remaining amount is expected to be recognized in 2028 and beyond.

Our backlog includes approximately $740 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.

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.

Customers

Customers across our reportable segments include railroads, leasing companies, financial institutions, shippers, carriers and transportation companies. We have strong, long-term relationships with many of our customers. We believe that our customers’ preference for high quality products, our technological leadership in developing innovative products, our focus on being highly responsive to our customers' needs and competitive pricing of our railcars have helped us maintain our long-standing relationships with our customers.

In 2026, revenue from one customer accounted for approximately 12% of Consolidated Revenue which represented 13% of Manufacturing Revenue and 3% of Leasing & Fleet Management Revenue. No other customer accounted for greater than 10% of Consolidated Revenue.

Raw Materials and Components

Our products require a supply of materials including steel and specialty components such as brakes, wheels and axles. Specialty components purchased from third parties represent a significant amount of the cost of most freight cars. Our customers often specify particular components and suppliers of such components. Although the number of alternative suppliers of certain specialty components has declined in recent years, there are at least two available suppliers for substantially all of our components.

Certain materials and components are periodically in short supply which could potentially impact production at our facilities. In an effort to mitigate shortages and reduce supply chain costs, we have entered into strategic alliances and multi-year arrangements for the global sourcing of certain materials and components. We have expanded our insourcing capacity in Mexico and operate a replacement component parts business, which aids in our vertical integration, and we continue to pursue strategic opportunities to protect and enhance our supply chain. We periodically make advance purchases to avoid possible shortages of material due to capacity limitations of component suppliers, shipping and transportation delays and possible price increases.

In 2026, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases. The top supplier accounted for 14% of total inventory purchases in 2026. No other supplier accounted for more than 10% of total inventory purchases. We believe we maintain good relationships with our suppliers.

Competition

We believe we are currently one of the two largest railcar manufacturers in North America. There are also a handful of specialty builders serving specific market segments. In Europe, we believe we are in the top tier of railcar manufacturers. Through our 60% ownership interest in Greenbrier-Maxion, we are a leading railcar manufacturer in South America. Competition may also include manufacturers located outside our customers' geographic regions. In the railcar markets we serve, competition is based on factors that include product quality, price, delivery performance, product design capabilities, customer relationships and service.

Competition in the wheel services, maintenance and component parts businesses varies by product and service offering. We compete primarily on the basis of quality, delivery performance, customer service, shop locations, price and engineering expertise.

There are at least twenty institutions in North America that provide railcar leasing and/or services similar to ours. Many of them are also customers that buy new railcars from our manufacturing facilities and used railcars from our lease fleet, as well as utilize our management and maintenance services. We compete primarily on the basis of quality, price, delivery performance, reputation, service offerings and deal structuring and syndication ability. We believe our strong servicing capability and our ability to sell railcars with a lease attached (syndicate railcars), integrated with our manufacturing, maintenance shops, railcar specialization and expertise in particular lease structures provide a strong competitive advantage.

Marketing and Product Development

In North America, we utilize an integrated marketing and sales approach to support customer relationships across our businesses. We provide railcar products, services and financing solutions designed to meet a range of customer requirements, including the acquisition of new equipment, conversions of existing equipment and outsourced maintenance or fleet management services. Customer solutions may include combinations of railcar manufacturing, leasing, conversion, maintenance, fleet management and remarketing services. We also provide maintenance management, equipment management, accounting and compliance services, as well as proprietary software solutions.

In Europe and South America, we maintain relationships with customers through market-specific sales personnel. Our engineering and technical staff works closely with their customer counterparts on the design and certification of railcars. Many European railroads are state-owned and are subject to European Union (EU) regulations covering the tender of government contracts. In Brazil, the government grants long-term concession contracts to private companies to operate and invest in Brazil’s freight rail network.

We evaluate customer requirements and market trends to identify opportunities for product and service development. Marketing and engineering personnel collaborate to evaluate opportunities and develop new products and services intended to address evolving customer requirements. Research and development costs incurred during the years ended August 31, 2026, 2025 and 2024 were $5.9 million, $5.5 million and $5.2 million, respectively.

Human Capital

With the oversight of the Board of Directors (Board), our Chief Executive Officer (CEO) and senior leadership are thoughtfully invested in our global workforce. We regularly review our priorities and progress in each of the areas highlighted below.

We depend on a highly skilled workforce of approximately 10,000 employees of which approximately half reside in Mexico. Individuals across multiple locations who have technical skills, including experience in welding, engineering, and machine operating, are necessary for us to succeed.

Approximately 5,000 employees are represented by unions, primarily in Mexico and Europe. We believe we have good union relations.

Employee Health and Safety –The safety of our workforce is a cornerstone of our risk management strategy and is critical to our operational success. Workplace safety is managed as a core operational and enterprise risk priority, with corporate oversight supporting consistent expectations across Greenbrier locations. Greenbrier promotes a prevention-focused safety culture through hazard recognition, leadership visibility, accountability and employee participation. During 2026, enhancements to safety culture metrics and communication processes reinforced early risk identification, timely follow-up actions and employee involvement. These activities empower employees to address risks and advance workplace safety performance.

Human Capital Strategy –Our employees are critical to delivering long-term value and achieving our business objectives. We continue to focus on strengthening organizational capability, developing talent, and supporting employee engagement across our global workforce. Our human capital strategy is guided by our Core Values of Safety, Quality, Respect for People and Customer Satisfaction and is designed to support business performance, operational excellence, and long-term sustainability.

Talent Development and Organizational Capability–During 2026, we continued to invest in employee development and leadership capability through Greenbrier University, on-the-job learning, mentorship opportunities, leadership development programs, and other learning resources. These efforts support employee growth while strengthening organizational effectiveness and operational performance.

Leadership and Succession Development– We further advanced our talent management practices by aligning recruiting, onboarding, performance management, talent assessment, succession planning, and employee development through a common leadership competency framework. This approach helps support consistent talent decisions, leadership development, and succession readiness across the organization.

Employee Engagement and Culture– We seek employee feedback through surveys, leadership communications, recognition programs, and ongoing dialogue. In 2026, our biennial global employee survey achieved a 94% participation rate, reflecting strong employee engagement and providing insights that help inform workplace and organizational improvements.

Compensation, Benefits, and Well-Being – We regularly review compensation and benefits programs to remain competitive and support the evolving needs of our workforce. Our rewards programs are designed to attract, retain, and motivate employees through a combination of base pay, performance-based incentives, health and welfare benefits, retirement programs, and well-being resources. Board and Compensation Committee oversight helps ensure these programs remain aligned with company performance and long-term shareholder interests.

Our sustainability reporting provides additional information regarding our human capital programs and workforce initiatives. It can be found on our website. Information contained on or accessible through our website, including our sustainability report, is not incorporated into and does not constitute a part of this filing.

Patents and Trademarks

We have a proactive program aimed at protecting our intellectual property and the results from our research and development. We have obtained a number of U.S. and non-U.S. patents of varying duration, and pending patent applications, registered trademarks, copyrights and trade names. We believe that manufacturing expertise, the improvement of existing technology and the development of new products are important in addition to patent protection, in establishing and maintaining a competitive advantage in our market.

Environmental Matters

We are subject to federal, state and local environmental laws and regulations concerning, among other matters, the management and disposal of hazardous substances and wastes, releases to the environment, and the investigation and remediation of contaminated properties. We have programs and procedures intended to promote compliance with applicable environmental laws and regulations.

We are also subject to, and may become subject to additional, climate-related laws, regulations and reporting requirements in the U.S., Europe and other jurisdictions in which we operate, including requirements relating to greenhouse gas emissions and climate-related reporting.

From time to time, we conduct or obtain environmental assessments relating to current and former properties and operations. We evaluate identified environmental matters based on the particular facts and circumstances and may address environmental risks through investigation, remediation, or contractual allocation.

Portland Harbor Superfund Site

We have been identified as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency (EPA) in connection with our former Portland, Oregon manufacturing facility (Portland Property), which is within the boundary of the Portland Harbor Superfund Site. We 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 our company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.

A suit filed by us 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 our 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. We also continue 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 our liability, if any, for cleanup costs or damages to natural resources.

Any of the above matters could adversely affect our 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.

Regulation

Our operations and products are subject to regulations administered by the U.S. Department of Homeland Security (DHS) and the administrative agencies it oversees including U.S. Customs and Border Protection (CBP), the U.S. Department of Transportation (USDOT) and the administrative agencies it oversees, including the Federal Railroad Administration (FRA) and the Pipeline and Hazardous Materials Safety Administration (PHMSA) in the U.S. and Transport Canada (TC) in Canada. FRA, PHMSA and TC administer and enforce laws and regulations relating to railroad safety. Products sold and leased by us in North America must meet AAR, TC, PHMSA and FRA standards. More specifically, the transportation of hazardous materials by rail is subject to rigorous oversight by FRA, PHMSA, and DHS. Railroads, acting through the AAR, work in partnership with these and other local, state, and federal entities on hazardous materials-related issues, including train routing, security, tank car design and emergency response. Railroads also require compliance with certain industry best practices that sometimes exceed federal requirements for trains carrying hazardous materials. These regulations govern equipment and safety appliance standards for freight cars and other rail equipment used in interstate and international commerce throughout North America. The AAR promulgates rules and regulations governing the safety and design of equipment, relationships among railroads and other railcar owners with respect to railcars in interchange, and other matters. The AAR also certifies railcar builders and component manufacturers that provide equipment for use on North American railroads. These regulations require maintaining certifications with the AAR as a railcar builder and maintenance provider and component manufacturer.

Our operations are also subject to U.S. customs and trade laws and regulations administered by CBP and other governmental authorities, including antidumping and countervailing duty laws and tariffs imposed under Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974. These laws, regulations and trade measures may affect the cost and availability of materials and components used in our products, the importation of our products into the United States and customer demand for our products.

Our operations are subject to health and safety regulations by the U.S. Occupational Safety and Health Administration and the Secretaria del Trabajo y Prevision Social in Mexico. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims asserted against us for work-related illnesses or injury and the further adoption of occupational safety and health regulations in the U.S. or foreign jurisdictions in which we operate could increase our operating costs. While we do not anticipate having to make material expenditures to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance.

The regulatory environment in Europe consists of a combination of EU regulations and country-specific regulations, including a harmonized set of Technical Standards for Interoperability of freight wagons throughout the EU. The regulatory environment in Brazil is overseen by the Ministry of Transportation and the National Agency of Ground Transportation. In all other countries, we conform to country-specific regulations where applicable.

Additional Information

We are a public reporting company and file annual, quarterly, current and special reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Through a link on the Investor Relations section of our website, http://www.gbrx.com, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available free of charge. Copies of our Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics are also available on our website at http://www.gbrx.com. Information contained on our website is not part of or incorporated into this Form 10-K or any other filings with the SEC. In addition, each of the reports and documents listed above are available free of charge by contacting our Investor Relations Department at The Greenbrier Companies, Inc., One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.