The Greenbrier Companies GBX Form 10-Q filing Q1 FY2026

Condensed Consolidated Statements of Income 5 Condensed Consolidated Statements of Comprehensive Income 6 Condensed Consolidated Statements of Equity 7 Condensed Consolidated Statements of Cash Flows 8 Notes to Condensed Consolidated Financial Statements 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3. Quantitative and Qualitative Disclosures About Market Risk 35 Item 4. Controls and Procedures 35 PART II. OTHER INFORMATION 36 Item 1. Legal Proceedings 36 Item 1A. Risk Factors 36 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36 Item 5. Other Information 36 Item 6. Exhibits 37 Signatures 38

2

3

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

The accompanying notes are an integral part of these financial statements

4

The accompanying notes are an integral part of these financial statements

5

1 Net of tax effect of $0.5 million and $0.9 million for the three months ended November 30, 2025 and 2024, respectively.

2 Net of tax effect of $(0.8 million) and $(2.0 million) for the three months ended November 30, 2025 and 2024, respectively.

The accompanying notes are an integral part of these financial statements

6

The accompanying notes are an integral part of these financial statements

7

The accompanying notes are an integral part of these financial statements

8

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 were no share repurchases during the three 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

9

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:

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 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.

10

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

Note 3 – InventoriesThe following table summarizes the Company’s Inventories balances:

Note 4 – Intangibles and Other Assets, netThe following table summarizes the Company’s identifiable Intangibles and other assets, net balances:

Note 5 – Accounts Payable and Accrued LiabilitiesThe following table summarizes the Company’s Accounts payable and accrued liabilities balances:

11

Note 6 – Accrued WarrantyThe following table summarizes the Company’s Accrued warranty activity:

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:

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

12

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:

13

Note 9 – 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 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.

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

14

exchange at the time of occurrence. At November 30, 2025 exchange rates, approximately $1.6 million would be reclassified to Manufacturing Revenue and Cost of revenue in the next year.

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

Fair Values of Derivative Instruments

(in millions)

The Effect of Derivative Instruments on the Statements of Income

(in millions)

Three months ended November 30, 2025 and 2024

15

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:

Note 11 – Segment Information

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

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.

16

For the three months ended November 30, 2025:

For the three months ended November 30, 2024:

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

17

The following tables present selected financial information by segment.

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 the three 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 from one to approximately 11 years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three 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 the three 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:

18

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 than one 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:

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

19

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

20

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

21

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 associated with performance guarantees, facility leases and workers compensation insurance.

Note 14 – Fair Value Measures

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

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

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

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

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2025 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 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 million of railcar components from Axis for the three months ended November 30, 2025 and 2024, respectively.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate in two reportable segments: Manufacturing and Leasing & Fleet Management. Our segments are operationally integrated. The Manufacturing segment designs, builds and markets freight railcars and component parts in North America and Europe. We also perform sustainable conversions and railcar maintenance, which includes wheel and axle services. The Leasing & Fleet Management segment owns and leases approximately 17,000 railcars as of November 30, 2025. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America.

We continue to operate in an environment characterized by ongoing macroeconomic uncertainty, including inflationary pressures, potential impacts from global trade tensions and tariffs and volatility in foreign exchange and interest rates. We believe that a sustained economic slowdown or continued supply chain disruption could significantly affect our operations and financial performance. Such developments could impact our business both directly and indirectly. Direct impacts may include higher costs for raw materials, labor and manufacturing inputs. Indirectly, a weaker macroeconomic environment could reduce demand for new railcar orders and leasing activity.

Despite these potential headwinds, we believe we are well-positioned to continue to execute on our multi-year strategy. In addition, we believe our integrated business model provides flexibility across economic cycles. We maintain a diversified customer base and disciplined approach to managing working capital and operating costs.

We continue to execute on our strategic plan of increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital. Recurring revenue is defined as Leasing & Fleet Management revenue excluding the impact of syndication transactions. With a global footprint, supply chain and customer base, we are focused on navigating the impact of changing trade policies, such as tariffs, as well as general geopolitical and macroeconomic uncertainty.

Backlog

Our railcar backlog was 16,300 units with an estimated value of $2.2 billion as of November 30, 2025, with deliveries extending into 2027 and beyond. Our backlog includes approximately $540 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Approximately 13% of backlog units and estimated backlog value as of November 30, 2025 was associated with our Brazilian manufacturing operations which is accounted for under the equity method.

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.

Segment Information

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

Risks, uncertainties and other important factors described in Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2025 may have a material negative impact on our business, liquidity, results of operations and stock price. Beyond these general observations, we are unable to predict when, how, or with what magnitude these items will impact our business.

23

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

Overview

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

Performance for our segments is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.

24

Consolidated Results

• Not meaningful

Through our integrated business model, we provide a broad range of custom products and services in each of our reportable segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results.

Revenue decreased $169.8 million or 19.4% for the three months ended November 30, 2025 as compared to the three months ended November 30, 2024 primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix.

Cost of revenue decreased $99.5 million or 14.2% for the three months ended November 30, 2025 as compared to the three months ended November 30, 2024 primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix.

Margin percentage decreased 5.2% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 primarily due to an unfavorable change in railcar manufacturing product mix during the three months ended November 30, 2025.

Net earnings attributable to Greenbrier decreased $18.9 million for the three months ended November 30, 2025 as compared to the three months ended November 30, 2024 primarily due to:

• $70.3 million decrease in Margin primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix during the three months ended November 30, 2025.

This was partially offset by the following:

• $21.1 million decrease in Income tax expense due to lower pre-tax earnings during the three months ended November 30, 2025.
• $17.5 million increase in Net gain on disposition of equipment primarily attributed to higher sales of assets from our lease fleet during the three months ended November 30, 2025.
• $7.9 million decrease in Interest and foreign exchange expense primarily attributed to the change in the Mexican Peso's foreign exchange rates relative to the U.S. Dollar and higher interest income during the three months ended November 30, 2025.

25

Manufacturing Segment

• Not meaningful

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.

Manufacturing Revenue decreased $173.9 million or 20.9% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 primarily due to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix.

Manufacturing Cost of revenue decreased $100.5 million or 14.7% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The decrease was primarily attributed to a 26.8% decline in deliveries and a change in railcar manufacturing product mix during the three months ended November 30, 2025.

Manufacturing Margin percentage decreased 6.5% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix during the three months ended November 30, 2025.

Manufacturing Earnings from operations decreased $73.0 million for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The decrease was primarily attributed to a 26.8% decrease in deliveries and a change in railcar manufacturing product mix during the three months ended November 30, 2025.

26

Leasing & Fleet Management Segment

• Not meaningful

The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.

Leasing & Fleet Management Revenue increased $4.1 million or 9.1% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily attributed to a $4.9 million increase in rents associated with growth of the lease fleet and improved lease rates for the three months ended November 30, 2025.

Leasing & Fleet Management Cost of revenue increased $1.0 million or 5.9% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily due to higher costs from a larger lease fleet during the three months ended November 30, 2025.

Leasing & Fleet Management Margin percentage increased 1.1% for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily attributed to improved lease rates during the three months ended November 30, 2025.

Leasing & Fleet Management Earnings from operations increased $22.1 million for the three months ended November 30, 2025 compared to the three months ended November 30, 2024. The increase was primarily attributed to a $17.6 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet and increase in rents associated with growth of the lease fleet and improved lease rates for the three months ended November 30, 2025.

27

Selling and Administrative Expense

Selling and administrative expense was $59.9 million for the three months ended November 30, 2025 compared to $62.0 million for the prior comparable period. The $2.1 million decrease was primarily attributed to lower employee-related costs for the three months ended November 30, 2025.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment typically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our lease fleet and to manage risk and liquidity.

Net gain on disposition of equipment was $17.7 million for the three months ended November 30, 2025 compared to $0.2 million for the prior comparable period. The increase in Net gain on disposition of equipment was primarily attributed to higher sales of assets from our lease fleet during the three months ended November 30, 2025.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:

The $7.9 million decrease in Interest and foreign exchange expense for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily attributed to the change in the Mexican Peso's foreign exchange rates relative to the U.S. Dollar and higher interest income during the three months ended November 30, 2025.

Income Tax

For the three months ended November 30, 2025, we had Income tax expense of $12.3 million on pre-tax income of $45.6 million for an effective tax rate of 27.0%. The effective tax rate included a net discrete tax benefit of $0.4 million, primarily related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.

For the three months ended November 30, 2024, we had Income tax expense of $33.4 million on pre-tax income of $88.4 million for an effective tax rate of 37.8%. The effective tax rate includes net discrete tax expenses of $6.7 million, primarily related to foreign currency exchange rates at our U.S. Dollar denominated foreign operations.

The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

28

On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (OBBBA). We are still assessing the impact of OBBBA but do not expect the provisions to have a material impact on our effective tax rate.

Separately, the EU Member States have formally adopted the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework. These rules must be implemented by each country and became effective for us beginning September 1, 2024. We continue to monitor additional guidance from the OECD and evaluate the potential effects of these changes, though we do not expect a material impact on our effective tax rate.

Earnings From Unconsolidated Affiliates

Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.

Earnings from unconsolidated affiliates were $4.0 million and $4.1 million for the three months ended November 30, 2025 and November 30, 2024, respectively.

Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $0.9 million for the three months ended November 30, 2025 compared to $3.8 million for the three months ended November 30, 2024. Net earnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $2.9 million decrease from the prior year was primarily a result of a decrease in earnings due to lower deliveries at our European operations.

29

Liquidity and Capital Resources

We continue to be financed through cash generated from operations and borrowings. At November 30, 2025 Cash and cash equivalents and Restricted cash were $375.4 million, an increase of $49.0 million from $326.4 million at August 31, 2025.

Cash Flows From Operating Activities

The $141.3 million change in Net cash provided by (used in) operating activities for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily due to a $138.5 million change in Leased railcars for syndication due to timing of syndication activity and a $31.0 million net change in working capital accounts, primarily Accounts receivable, net and Accounts payable and accrued liabilities associated with the timing of deliveries. This was partially offset by a $21.8 million decrease in Net earnings.

Cash Flows From Investing Activities

Cash used in investing activities primarily related to capital expenditures, net of proceeds from sale of assets. The $38.7 million decrease in Net cash used in investing activities for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily attributable to a $41.9 million increase in Proceeds from the sale of assets during the three months ended November 30, 2025.

Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $165 million for 2026.

Gross capital expenditures for 2026 are expected to be approximately $205 million for Leasing & Fleet Management and approximately $80 million for Manufacturing, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2026 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.

Cash Flows From Financing Activities

The $78.2 million change in Net cash provided by (used in) financing activities for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 was primarily attributed to a $70.3 million decrease in net borrowings and a $12.9 million increase in the repurchase of stock during the three months ended November 30, 2025.

30

Dividend and Share Repurchase Program

A quarterly dividend of $0.32 per share was declared on January 7, 2026.

The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The program may be modified, suspended, or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.

During the three months ended November 30, 2025, we repurchased a total of 303 thousand shares for $12.9 million. There were no share repurchases during the three months ended November 30, 2024. As of November 30, 2025, the amount remaining for repurchase under the share repurchase program was $64.9 million.

Cash, Borrowing Availability and Credit Facilities

As of November 30, 2025, we had $361.8 million in Cash and cash equivalents and $535.4 million in available borrowings. The available balance to draw under committed credit facilities includes $435.2 million on the North American credit facility, $86.0 million on the Mexican credit facilities and $14.2 million on the European credit facilities.

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

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 our leasing business in North America. Advances under this facility are secured by a pool of leased railcars and bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.70%. Interest rate swap agreements cover approximately 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.

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 our U.S. and Mexican operations. The North American credit facility is secured by substantially all our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility, or the railcar asset-backed securities. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. 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 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 our European assets, were available for working capital needs of our European manufacturing operations. The European lines of credit include $59.2 million which is guaranteed by us. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to 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, our 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

31

venture partner have each guaranteed 50%. Advances under these facilities bear interest at variable rates that range from SOFR plus 1.96% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from June 2026 through March 2027.

The following table summarizes our credit facility balances:

Other Information

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of November 30, 2025, we were in compliance with all such restrictive covenants.

From time to time, we may seek to repurchase or otherwise retire or exchange securities, including outstanding convertible notes, borrowings and equity securities, and take other steps to reduce our debt, extend the maturities of our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such retirements, repurchases or exchanges of one note or security for another note or security (now or hereafter existing), if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable. The amounts involved in any such transactions may, individually or in the aggregate, be material and may involve all or a portion of a particular series of notes or other indebtedness which may reduce the float and impact the trading market of notes or other indebtedness which remain outstanding.

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts with established financial institutions to protect the revenue or margin on a portion of forecasted foreign currency sales and expenses. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $680.6 million of variable rate debt to fixed rate debt as of November 30, 2025.

We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financings, to be sufficient to fund expected debt repayments, working capital needs, planned capital expenditures, additional investments in our unconsolidated affiliates and dividends during the next twelve months.

Off-Balance Sheet Arrangements

We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Consolidated Financial Statements.

32

Critical Accounting Estimates

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

Impairment of long-lived assets - We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed based upon estimated undiscounted cash flows expected to be realized over the remaining useful life of the asset group. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group.

An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, and the determination of the fair value of real and personal property. Estimates of future cash flows are by nature highly uncertain and contemplate factors that may change over time.

Goodwill - We evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amounts of our reporting units exceed their fair value. We test goodwill for impairment by either performing a qualitative or quantitative assessment. When we perform a qualitative assessment, we analyze macroeconomic and industry conditions, financial performance, and cost estimates associated with a particular reporting unit. This assessment requires subjectivity based on cumulative information available at the assessment date. If a qualitative assessment indicates it is more likely than not that the carrying value of a reporting unit exceeds its respective fair value, a quantitative assessment is performed.

When we perform a quantitative assessment, we exercise judgment to develop estimates of the fair values of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows which incorporates forecasted revenues, long-term growth rate, gross margin percentages, operating expenses, and the use of discount rates. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.

We make certain estimates and assumptions to determine our reporting units and whether the fair value of each reporting unit is greater than its respective carrying value. The above highlighted judgments contemplate estimates and effects of macroeconomic trends that are inherently uncertain. Changes in these estimates, which may include the effects of inflation and policy reactions thereto, increases in pricing of materials and components, changes in demand, or potential macroeconomic events may cause future assessment conclusions to differ.

Income taxes - The asset and liability method is used to account for income taxes. We are required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for each tax jurisdiction to determine the amount of deferred tax assets and liabilities. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. We recognize a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities.

Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Judgment is required in determining our tax expense and in evaluating our tax positions, as tax laws are complex and subject to different interpretations by taxpayers and government taxing authorities. Our income tax rate is affected by the tax rates that apply to our foreign earnings and could be adversely

33

impacted by higher or lower earnings than anticipated in a particular jurisdiction. In addition to local country tax laws and regulations which may apply minimum taxes, our income tax rate depends on the extent that our foreign earnings are taxed by the U.S. through provisions such as the global intangible low-taxed income (GILTI) tax and base erosion and anti-abuse tax (BEAT). We review our deferred tax assets and tax positions quarterly and adjust the balances as new information becomes available.

Environmental costs - At times we may be involved in various proceedings related to environmental matters. We estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are made.

Judgments used in determining if a liability is estimable are subjective and based on known facts and our historic experience. If further developments in or resolution of an environmental matter result in facts and circumstances that differ from those assumptions used to develop these reserves, the accrual for environmental remediation could be materially misstated. Due to the uncertain nature of environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us. For further information regarding our environmental costs, see Note 13 - Commitments and Contingencies to the Condensed Consolidated Financial Statements.

34

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts to protect revenue or margin on a portion of forecasted foreign currency sales and expenses. At 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. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact that a movement in a single foreign currency exchange rate would have on future operating results.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At November 30, 2025, net assets of foreign subsidiaries aggregated to $147.3 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $14.7 million, or 1.0% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.

Interest Rate Risk

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $680.6 million of variable rate debt to fixed rate debt. Notwithstanding these interest rate swap agreements, we are still exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At November 30, 2025, 85% of our outstanding debt had fixed rates and 15% had variable rates. At November 30, 2025, a uniform increase by 10% in variable interest rates would result in approximately $1.0 million of additional annual interest expense.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

35

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There is hereby incorporated by reference the information disclosed in Note 13 - Commitment and Contingencies to the Condensed Consolidated Financial Statements, Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

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

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

The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. The amount remaining for purchase was $64.9 million as of November 30, 2025. Share repurchases under this program during the three months ended November 30, 2025 were as follows:

Item 5. Other Information

Trading Plan Arrangements

During the three months ended November 30, 2025, no officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

36

Item 6. Exhibits

(a)

List of Exhibits:

| | |

10.1* Stock Incentive Grant Program for Non-Employee Directors. 10.2* Form of Restricted Stock Unit Award Notice and Award Agreement Under The Greenbrier Companies, Inc. 2021 Stock Incentive Plan. 10.3* The Greenbrier Companies, Inc. Summary Description of FY 2026 Short-term Incentive Cash Bonus Program. 31.1 Certification pursuant to Rule 13a – 14 (a). 31.2 Certification pursuant to Rule 13a – 14 (a). 32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. (104) Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101).

Note: For all exhibits incorporated by reference, unless otherwise noted above, the SEC file number is 001-13146.

• Management contract or compensatory plan or arrangement

37

38