GREENBRIER COMPANIES INC

The Greenbrier Companies, Inc. is a leading international supplier of equipment and services to global freight transportation markets, operating through wholly-owned subsidiaries and consolidated and unconsolidated joint ventures that design, build and market freight railcars in North America, Europe and Brazil ¹. The company is a leading provider of freight railcar wheel services, component parts, maintenance and sustainable conversion services in North America ². It owns a lease fleet of railcars that originate primarily from its manufacturing operations and offers railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America ³. The company operates an integrated business model combining freight car manufacturing, wheel services, railcar maintenance, component parts, leasing and fleet management services, designed to provide customers with a comprehensive set of freight car product and service solutions by utilizing substantial engineering, mechanical and technical capabilities as well as experienced commercial personnel ⁴. This integrated model allows the company to develop cross-selling opportunities and synergies among its reportable segments thereby enhancing its margins, and management believes the integrated model is difficult to duplicate and provides greater value for customers and investors ⁵. 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, reflecting the information currently provided to its chief operating decision maker to assess performance and allocate resources, with no impact on consolidated results of operations or financial position, and prior period segment results have been recast to conform to the current period presentation ⁶.

The company believes it is currently one of the two largest railcar manufacturers in North America, with a handful of specialty builders serving specific market segments, and in Europe it believes it is in the top tier of railcar manufacturers ⁷. Through its 60% ownership interest in Greenbrier-Maxion, it is a leading railcar manufacturer in South America ⁸. Competition may also include manufacturers located outside customers' geographic regions, and in the railcar markets served, competition is based on factors including product quality, price, delivery performance, product design capabilities, customer relationships and service ⁹. Competition in the wheel services, maintenance and component parts businesses varies by product and service offering, with the company competing primarily on the basis of quality, delivery performance, customer service, shop locations, price and engineering expertise ¹⁰. There are at least twenty institutions in North America that provide railcar leasing and/or services similar to the company's, many of which are also customers that buy new railcars from its manufacturing facilities and used railcars from its lease fleet, as well as utilize its management and maintenance services, and the company competes primarily on the basis of quality, price, delivery performance, reputation, service offerings and deal structuring and syndication ability ¹¹. The company believes its strong servicing capability and its ability to sell railcars with a lease attached (syndicate railcars), integrated with its manufacturing, maintenance shops, railcar specialization and expertise in particular lease structures, provide a strong competitive advantage ¹².

The company generates revenue across two reportable segments: Manufacturing and Leasing & Fleet Management. In the Manufacturing segment, North American operations manufacture a broad range of freight railcar types, place railcars on lease to customers, and sell railcars with leases attached to investors (syndicate railcars) ¹³. The primary products produced for the North American market include freight railcars such as 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, boxcars for the transportation of paper products, perishables and general merchandise, and flat car offerings including center partition cars for forest products and heavy-duty flat cars ¹⁴. Tank cars manufactured include general-purpose, pressurized, coiled, lined, insulated and stainless-steel designs 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 ¹⁵. Intermodal railcars include the Maxi-Stack® I and Maxi-Stack® IV double-stack railcars designed to transport containers stacked two-high on a single platform ¹⁶. Automotive offerings include the Auto-Max® II, Multi-Max TM and Multi-Max Plus TM products, designed to transport automobiles, CUVs, SUVs, trucks and high-sided vans ¹⁷. Sustainable Conversions TM services repurpose existing railcars for alternative service applications, including rebodying or stretching covered hoppers for larger cubic-capacity service, re-racking or converting autoracks and performing tank car retrofits to address regulatory requirements ¹⁸. Component parts facilities manufacture and recondition railcar components including cushioning units, couplers, yokes, bolsters, gates, valves and other parts ¹⁹. Wheel service facilities in North America provide wheel and axle reconditioning services, as well as new axle machining, finishing and downsizing ²⁰. The railcar maintenance network in North America includes Association of American Railroads (AAR) certified facilities that perform maintenance services for third-party customers and the company's leased and managed railcar fleets ²¹. European manufacturing operations produce a variety of freight wagon types including box, car carrier, covered, flat, hopper, intermodal, steel products and specialty wagons, as well as 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 ²². The company offers a full range of leasing options for a variety of freight and tank wagons that it produces, along with wagon repair and maintenance services ²³.

The Leasing & Fleet Management segment operates a railcar leasing business in North America, with relationships with financial institutions and operating lessors combined with ownership of a lease fleet of approximately 20,900 railcars enabling the company to offer flexible leases to customers, including operating leases of varied intervals and "per diem" leases ²⁴. 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 ²⁵. The company also originates leases of railcars, which are either newly built or refurbished by its operations, and 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 ²⁶. As an equipment owner and an originator of leases, the company participates principally in the operating lease segment of the market, and assets from its owned lease fleet are periodically sold to accommodate customer demand, manage risk and maintain liquidity ²⁷. The 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 ²⁸. The company currently provides management services for fleets of railcars owned by railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America, and its Regulatory Services Group offers regulatory, engineering, process consulting and advocacy support to the tank car owner and shipper community, among other services ²⁹. The management services business is responsible for the maintenance and administration of the company's railcar fleet ³⁰.

The company holds several unconsolidated affiliate interests. It has 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 ³¹. It has 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, which also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment; the company does not consolidate Greenbrier-Maxion for financial reporting purposes and accounts for its interest under the equity method of accounting as the entity's governance provisions require that all significant decisions are subject to shared consent of its shareholders ³². It has a 29.5% ownership interest in Amsted-Maxion Fundição e Equipamentos Ferroviários S.A. (Amsted-Maxion) based in Cruzeiro, Brazil, 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 the Brazilian railcar manufacturer ³³. Other unconsolidated affiliates primarily include joint ventures that produce rail and industrial components, all presented in Investment in unconsolidated affiliates on the Consolidated Balance Sheets ³⁴.

The company's new railcar backlog subject to third-party sale or lease was 14,000 units at August 31, 2026, compared to 16,600 units at August 31, 2025 and 26,700 units at August 31, 2024, with estimated future revenue value of $2,100 million at August 31, 2026, $2,200 million at August 31, 2025 and $3,400 million at August 31, 2024 ³⁵. Approximately 9% of backlog units and 8% of estimated value as of August 31, 2026 were associated with the Brazilian railcar manufacturing operations, which are accounted for under the equity method ³⁶. 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 ³⁷. The 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 the lease fleet, depending on a variety of factors ³⁸. 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, and no other customer accounted for greater than 10% of Consolidated Revenue ³⁹. In 2026, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases, and the top supplier accounted for 14% of total inventory purchases in 2026, with no other supplier accounting for more than 10% of total inventory purchases ⁴⁰. 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 ⁴¹. The company depends on a highly skilled workforce of approximately 10,000 employees of which approximately half reside in Mexico, and approximately 5,000 employees are represented by unions, primarily in Mexico and Europe ⁴².

The company's backlog provides visibility into future revenue, with approximately $1.0 billion of railcar sales in the August 31, 2026 backlog scheduled for delivery in 2027 while the remaining amount is expected to be recognized in 2028 and beyond ⁴³. The 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 the lease fleet, depending on a variety of factors ⁴⁴. Approximately 9% of backlog units and 8% of estimated value as of August 31, 2026 were associated with the Brazilian railcar manufacturing operations, which are accounted for under the equity method ⁴⁵.

The company continues to develop product features and capabilities based on customer and market requirements, and its engineering and technical staff works closely with customer counterparts on the design and certification of railcars ⁴⁶. The company evaluates customer requirements and market trends to identify opportunities for product and service development, with marketing and engineering personnel collaborating to evaluate opportunities and develop new products and services intended to address evolving customer requirements ⁴⁷. Research and development costs incurred during the year ended August 31, 2026 were $5.9 million, compared to $5.5 million in 2025 and $5.2 million in 2024 ⁴⁸. The company has expanded its insourcing capacity in Mexico and operates a replacement component parts business, which aids in its vertical integration, and it continues to pursue strategic opportunities to protect and enhance its supply chain ⁴⁹. The company is increasing the number of components and services it manufactures or provides itself, directly or through joint ventures ⁵⁰.

The company's integrated business model is designed to develop cross-selling opportunities and synergies among its reportable segments thereby enhancing its margins, and management believes this integrated model is difficult to duplicate and provides greater value for customers and investors ⁵¹. The company believes its strong servicing capability and its ability to sell railcars with a lease attached (syndicate railcars), integrated with its manufacturing, maintenance shops, railcar specialization and expertise in particular lease structures, provide a strong competitive advantage ⁵². The company's leasing business benefits from relationships with financial institutions and operating lessors combined with ownership of a lease fleet of approximately 20,900 railcars, enabling it to offer flexible leases to customers including operating leases of varied intervals and "per diem" leases ⁵³. 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 ⁵⁴.

The company's cost structure is significantly influenced by materials and components, with the cost of steel and all other materials used in the production of its railcars representing more than half of its direct manufacturing costs per railcar ⁵⁵. In 2026, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases, and the top supplier accounted for 14% of total inventory purchases in 2026, with no other supplier accounting for more than 10% of total inventory purchases ⁵⁶. In an effort to mitigate shortages and reduce supply chain costs, the company has entered into strategic alliances and multi-year arrangements for the global sourcing of certain materials and components ⁵⁷. The company periodically makes advance purchases to avoid possible shortages of material due to capacity limitations of component suppliers, shipping and transportation delays and possible price increases ⁵⁸. The company has expanded its insourcing capacity in Mexico and operates a replacement component parts business, which aids in its vertical integration ⁵⁹.

The company depends on a highly skilled workforce of approximately 10,000 employees of which approximately half reside in Mexico, and approximately 5,000 employees are represented by unions, primarily in Mexico and Europe ⁶⁰. Individuals across multiple locations who have technical skills, including experience in welding, engineering, and machine operating, are necessary for the company to succeed ⁶¹. During 2026, the company 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 ⁶². The company further advanced its talent management practices by aligning recruiting, onboarding, performance management, talent assessment, succession planning, and employee development through a common leadership competency framework ⁶³. In 2026, the company's biennial global employee survey achieved a 94% participation rate ⁶⁴.

The company's capital allocation priorities include research and development spending, which totaled $5.9 million in 2026, $5.5 million in 2025 and $5.2 million in 2024 ⁶⁵. The company has a share repurchase program authorized by its Board of Directors, under which it may repurchase common stock, and this program may be modified, suspended or discontinued at any time without prior notice ⁶⁶. Payments of cash dividends on common stock may be made only at the discretion of the Board of Directors and may be restricted by Oregon law, and any decision to pay dividends will depend upon operating results, strategic plans, capital requirements, financial condition, provisions of borrowing arrangements and other factors the Board considers relevant ⁶⁷. The company's leasing subsidiaries' operations rely in large part upon banks and capital markets to fund their operations and contractual commitments and refinance existing debt ⁶⁸.

The company faces significant headwinds from changes in global trade policies, including the imposition of tariffs under Section 232 of the U.S. Trade Expansion Act of 1962, anti-dumping duties under the U.S. Tariff Act of 1930, and uncertainty regarding the future of the United States Mexico Canada Agreement (USMCA), which have increased and may continue to increase its costs, reduce demand for its products and adversely affect its financial condition or results of operations ⁶⁹. In April 2026, the U.S. expanded Section 232 tariffs on steel, aluminum and copper to cover freight rail tank cars and a broad range of rail components, including couplers, axles, air brakes and wheels, and these tariffs have caused a material increase in the price of the company's tank cars to its customers in the U.S. ⁷⁰. In May 2026, the CBP issued a Notice of Determination that the company evaded antidumping and countervailing duties (AD/CVD) on certain duty orders of certain freight rail couplers (FRCs) attached to newly built railcars during the period of investigation dating to April 2024, and in September 2026 the CBP affirmed the Determination on administrative review, directing that applicable AD/CVD duties be assessed with respect to covered FRCs dating back to April 2024 and that formal consumption entries be made for covered FRCs going forward ⁷¹. In October 2026, the company appealed the Determination to the U.S. Court of International Trade ⁷². Based on information currently available, the company estimates that the range of reasonably possible loss with respect to AD/CVD duties associated with covered FRCs subject to the Determination is from zero to approximately $110 million, based on covered FRCs identified from April 24, 2024 through September 30, 2026 ⁷³. On September 30, 2026, an antidumping and countervailing duty petition was filed with the U.S. Department of Commerce by a competitor and the U.S. International Trade Commission concerning certain railway tank cars from Mexico, alleging that tank cars produced in Mexico, including at the company's Mexican manufacturing facilities, are being sold in the United States at less than normal value and benefit from countervailable subsidies provided by the government of Mexico ⁷⁴.

The company faces constraints from economic and market conditions, as its customers are often able to delay replacing rail equipment during economic downturns, and the industry in which it operates is subject to periodic economic cycles ⁷⁵. Factors affecting the level of customer spending for the company's products and services include general economic conditions, such as inflation, slower economic growth and the potential for a recession, and other factors such as business confidence in future economic conditions, changing trade policies and the availability and cost of efficient capital ⁷⁶. During industry downturns, the rate at which the company converts backlog to revenue may decrease and it may slow or halt production at some of its facilities ⁷⁷. Unfavorable economic conditions may lead customers to delay or reduce purchases of the company's products and services, result in lower sales volumes, lower prices, lower lease utilization rates, and decreased revenues and profits ⁷⁸. Armed conflicts, including the conflict involving Iran and the broader Middle East and the war in Ukraine, and related sanctions and geopolitical instability, have adversely affected and may continue to adversely affect the company's business, with some operations, particularly in Europe, experiencing higher energy costs, an increase in the price and decrease in the availability of steel and certain other materials and components, disruptions in transportation and supply chains, and higher manufacturing and borrowing costs ⁷⁹.

The most material and specific risks to Greenbrier's business center on trade policy and tariff exposure. In April 2026, the U.S. expanded Section 232 tariffs on steel, aluminum and copper to cover freight rail tank cars and a broad range of rail components, including couplers, axles, air brakes and wheels, and these tariffs have caused a material increase in the price of the company's tank cars to its customers in the U.S. ⁸⁰. In May 2026, the CBP issued a Notice of Determination that the company evaded antidumping and countervailing duties on certain duty orders of certain freight rail couplers attached to newly built railcars during the period of investigation dating to April 2024, and in September 2026 the CBP affirmed the Determination on administrative review, directing that applicable AD/CVD duties be assessed with respect to covered FRCs dating back to April 2024 ⁸¹. The company estimates that the range of reasonably possible loss with respect to AD/CVD duties associated with covered FRCs subject to the Determination is from zero to approximately $110 million, based on covered FRCs identified from April 24, 2024 through September 30, 2026, and this estimate remains subject to refinement and does not include potential interest, penalties or other additional assessments ⁸². On September 30, 2026, an antidumping and countervailing duty petition was filed with the U.S. Department of Commerce by a competitor and the U.S. International Trade Commission concerning certain railway tank cars from Mexico, alleging that tank cars produced in Mexico, including at the company's Mexican manufacturing facilities, are being sold in the United States at less than normal value and benefit from countervailable subsidies provided by the government of Mexico ⁸³. The cost of steel and all other materials used in the production of the company's railcars represents more than half of its direct manufacturing costs per railcar, and higher steel and component costs could reduce customer demand for new railcars ⁸⁴. In 2026, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases, and the top supplier accounted for 14% of total inventory purchases in 2026 ⁸⁵. The company's backlog of 14,000 units at August 31, 2026 is not necessarily indicative of future results of operations, as certain orders are subject to customary documentation and completion of terms, and customers may attempt to cancel or modify orders in backlog ⁸⁶.

Management's message to shareholders emphasizes the company's position as a leading international supplier of equipment and services to global freight transportation markets, operating an integrated business model that combines freight car manufacturing, wheel services, railcar maintenance, component parts, leasing and fleet management services, which management believes is difficult to duplicate and provides greater value for customers and investors ⁸⁷. The company's strategic priorities center on maintaining its market leadership positions, with management believing the company is currently one of the two largest railcar manufacturers in North America, in the top tier of railcar manufacturers in Europe, and a leading railcar manufacturer in South America through its 60% ownership interest in Greenbrier-Maxion ⁸⁸. Management emphasizes the company's strong servicing capability and its ability to sell railcars with a lease attached (syndicate railcars), integrated with its manufacturing, maintenance shops, railcar specialization and expertise in particular lease structures, as providing a strong competitive advantage ⁸⁹. The company's human capital strategy is guided by its Core Values of Safety, Quality, Respect for People and Customer Satisfaction and is designed to support business performance, operational excellence, and long-term sustainability ⁹⁰. Management highlights the company's workforce of approximately 10,000 employees of which approximately half reside in Mexico, with approximately 5,000 employees represented by unions, primarily in Mexico and Europe ⁹¹. The company's biennial global employee survey achieved a 94% participation rate in 2026, reflecting strong employee engagement ⁹². Management also emphasizes the company's backlog of 14,000 units at August 31, 2026 with estimated future revenue value of $2,100 million, of which approximately $1.0 billion is scheduled for delivery in 2027 ⁹³. The company continues to invest in research and development, with costs of $5.9 million in 2026, $5.5 million in 2025 and $5.2 million in 2024 ⁹⁴. Management has also addressed the pending CEO transition, with the announcement on August 31, 2026 of the pending retirement of CEO and President Lorie Tekorius effective January 6, 2027, and the Board's appointment of Brian Comstock, currently Executive Vice President and President, The Americas, as the new CEO and President effective January 6, 2027 ⁹⁵.