8 unchanged sentences
Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of August 31, 2025.
−Removed: As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, we identified a material weakness in internal control over financial reporting as the Company did not effectively design and maintain controls over information technology (IT) general controls in one IT environment in our primary North America manufacturing businesses that are relevant to the preparation of our Consolidated Financial Statements.
−Removed: We did not (i) maintain change management controls to ensure configuration data changes affecting the IT application were appropriate (ii) design and maintain program development controls to ensure the data migration, program testing and approval of new software development was aligned with business and IT requirements and (iii) maintain user access controls to ensure segregation of duties in our financial application.
−Removed: The control deficiencies resulted from incomplete risk assessment, inadequate training of personnel and ineffective control activities related primarily to the implementation of a new ERP system in our primary North America manufacturing businesses.
−Removed: As a result, process level automated controls that are dependent on the affected IT environment and manual controls that rely on system-generated data or reports from the affected IT environment were ineffective because they could have been adversely impacted.
−Removed: During fiscal year 2024, the Company’s management designed and implemented corrective actions to remediate the control deficiencies that contributed to the material weakness.
−Removed: The remediation actions included:
−Removed: • Enhancing risk assessment and control design to address potential financial reporting risk related to system implementations;
−Removed: • Expanding controls and/or applying other appropriate procedures to address the design and operation of IT general controls on system implementations;
−Removed: • Improving policy and procedure documentation related to IT general controls to better define roles and responsibilities, improve control owner understanding, and provide a basis for knowledge transfer upon personnel changes;
−Removed: • Enhancing our education concerning the principles and requirements of each control, with a focus on those related to user access, change management, and segregation of duties over IT systems impacting financial reporting.
−Removed: During the quarter ended August 31, 2024 we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.
−Removed: As a result, we have concluded the material weakness has been remediated as of August 31, 2024.
Our independent registered public accounting firm, KPMG LLP, who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, independently assessed the effectiveness of our internal control over financial reporting.
1 unchanged sentence
Changes in Internal Control Over Financial Reporting
−Removed: Except for the changes in connection with our implementation of the remediation plan discussed above, there have been no other changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have been no other changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations of Internal Controls
13 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2024 and August 31, 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated October 24, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated October 28, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
19 unchanged sentences
Trading Plan Arrangements
−Removed: During the three months ended August 31, 2024 the following officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “ Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:
−Removed: On July 18, 2024 , William Krueger , Senior Vice President, Chief Operations Officer , The Americas, a dopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 10,892 shares of our common stock acquired by Mr.
−Removed: Krueger pursuant to our Stock Incentive Plan, and an additional number of shares that will be acquired upon the vesting of restricted stock units and performance based restricted stock units that is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the number of shares of our common stock withheld or sold to pay taxes at the time of settlement.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The first date that sales of any shares are permitted to be sold under the trading arrangement will be November 1, 2024, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until November 3, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: No other 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, during the three months ended August 31, 2024.
+Added: During the three months ended August 31, 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.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS AND EXECU TIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Information required by this item will be included under the captions “Board Composition”, “Board Committees, Meetings and Charters” and “Our Code of Business Conduct and Ethics and FCPA Compliance” in our definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the year ended August 31, 2024 (as amended, updated, supplemented, or restated, “2025 Proxy Statement”) and is incorporated herein by reference.
+Added: Information required by this item will be included under the captions “Board Composition”, “Board Committees, Meetings and Charters”, “Our Code of Conduct and FCPA Compliance” and “Policy Regarding Trading in Company Securities” in our definitive Proxy Statement on Schedule 14A for the 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the year ended August 31, 2025 (as amended, updated, supplemented, or restated, “2026 Proxy Statement”) and is incorporated herein by reference.
Information required by this item regarding the executive officers of the Company and family relationships is included under the caption “Information about our Executive Officers” in Part I of this 10-K and is incorporated herein by reference.
EXECUTI VE COMPENSATION
−Removed: The information required by this item will be included under the caption “Fiscal 2024 Executive Compensation”, “Compensation Committee Report”, “2024 Non-Employee Director Compensation” and “Risk Oversight” in the 2025 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be included under the caption “Fiscal 2025 Executive Compensation”, “Compensation Committee Report”, and “Fiscal 2025 Non-Employee Director Compensation” and “Risk Oversight” in the 2026 Proxy Statement and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
25 unchanged sentences
Stock Incentive Grant Program for Non-Employee Directors under the 2021 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.7 of the Registrant’s Form 10-K filed October 25, 2023.
+Added: Form of Restricted Stock Unit Award Notice and Award Agreement Under The Greenbrier Companies, Inc.
+Added: 2021 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed January 10, 2025.
Mandatory Clawback Policy is incorporated herein by reference to Exhibit 10.8 of the Registrant’s Form 10-K filed October 25, 2023.
The Greenbrier Companies, Inc.
−Removed: 2017 Amended and Restated Stock Incentive Plan is incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed November 14, 2017.
−Removed: The Greenbrier Companies, Inc.
Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Basic Plan Document is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed June 29, 2018.
The Greenbrier Companies Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Adoption Agreement is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed June 29, 2018.
+Added: Amendment No.
+Added: 1 to The Greenbrier Companies Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Adoption Agreement.
Updated Rabbi Trust Agreements, dated October 1, 2012, related to The Greenbrier Companies, Inc.
6 unchanged sentences
1 to The Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors, dated December 15, 2015, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 5, 2016.
+Added: Amendment No.
+Added: 2 to The Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors.
+Added: Updated Rabbi Trust Agreements, dated October 1, 2012, related to The Greenbrier Companies, Inc.
+Added: Nonqualified Deferred Compensation Plan for Directors, are incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed January 9, 2013.
+Added: Amendment No.
+Added: 1 to Trust Agreement, dated June 15, 2018, related to The Greenbrier Companies, Inc.
+Added: Nonqualified Deferred Compensation Plan for Directors, is incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q filed June 29, 2018.
Amended and Restated The Greenbrier Companies, Inc.
Employee Stock Purchase Plan, as amended and restated effective January 5, 2024, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 5, 2024.
−Removed: Consulting Services Agreement between Greenbrier Leasing Company LLC and Charles J.
−Removed: Swindells dated January 7, 2016 is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed April 5, 2016.
+Added: The Greenbrier Companies, Inc.
+Added: Summary Description of FY 2025 Short-term Incentive Cash Bonus Program is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on January 10, 2025.
+Added: The Greenbrier Companies, Inc.
+Added: Executive Officers Severance Policy is incorporated herein by reference to Exhibit 10.36 to the Registrant’s Form 10-K filed October 24, 2024.
+Added: Form of Agreement concerning Indemnification and Related Matters (Directors) between Registrant and its directors is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 1, 2015.
+Added: Form of Agreement concerning Indemnification and Related Matters (Officers) between Registrant and its officers is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed June 29, 2018.
Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, Bank of the West, Branch Banking and Trust Company, Fifth Third Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders identified therein is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed October 26, 2018.
1 unchanged sentence
Second Amendment to the Fourth Amended and Restated Credit Agreement, dated as of August 27, 2021, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed October 26, 2021.
+Added: Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.38 to the Registrant's Form 10-K filed on October 31, 2022.
+Added: Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.43 to the Registrant's Form 10-Q filed on April 10, 2023.
+Added: Fifth Amendment to the Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of August 27, 2021, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on July 2, 2025.
Fourth Amended and Restated Security Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., and the other parties identified as Debtors therein, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed October 26, 2018.
2 unchanged sentences
First Amendment to Amended and Restated Credit Agreement, dated as of August 27, 2021, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.32 to the Registrant’s Form 10-K filed October 26, 2021.
+Added: Second Amendment to Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.37 to the Registrant's Form 10-K filed on October 31, 2022.
Amended and Restated Security Agreement, dated as of September 26, 2018, by and between Greenbrier Leasing Company LLC, an Oregon limited liability company, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.32 to the Registrant’s Form 10-K filed October 26, 2018.
Asset Purchase Agreement, dated as of April 17, 2019, by and among The Greenbrier Companies, Inc., GBXL, LLC, and American Railcar Industries, Inc., is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed April 18, 2019.
−Removed: Second Amendment to Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.37 to the Registrant's Form 10-K filed on October 31, 2022.
−Removed: Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.38 to the Registrant's Form 10-K filed on October 31, 2022.
Master Indenture dated February 9, 2022 between GBX Leasing 2022-1 LLC and U.S.
5 unchanged sentences
[Portions omitted]**
+Added: Series 2023-1 Supplement dated November 20, 2023 between GBX Leasing 2022-1 LLC and U.S.
+Added: Bank Trust Company, National Association as Indenture Trustee (including Forms of Note attached as Exhibit A and Exhibit B thereto) is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on January 5, 2024.
+Added: [Portions omitted]**
Amendment No.
1 unchanged sentence
as a lender and as agent and Credit Agricole Corporate and Investment Bank, as lender is incorporated herein by reference to Exhibit 10.43 to the Registrant's Form 10-K filed on October 31, 2022.
−Removed: Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.43 to the Registrant's Form 10-Q filed on April 10, 2023.
Amendment No.
3 to Warehouse Loan Agreement dated June 16, 2023, by and among GBXL I, LLC, as borrower, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as lender, and Wells Fargo Bank, N.A., as lender is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on June 29, 2023.
−Removed: Series 2023-1 Supplement dated November 20, 2023 between GBX Leasing 2022-1 LLC and U.S.
−Removed: Bank Trust Company, National Association as Indenture Trustee (including Forms of Note attached as Exhibit A and Exhibit B thereto) is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on January 5, 2024.
−Removed: [Portions omitted]**
−Removed: Transition and Consulting Agreement between the Registrant and Adrian J.
−Removed: Downes dated April 2, 2024 is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on July 8, 2024.
−Removed: Employment Offer Letter between Greenbrier Leasing Company LLC and Michael J.
−Removed: Donfris dated May 8, 2024 is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on July 8, 2024.
Amendment No.
−Removed: 4 to Warehouse Loan Agreement dated January 22, 2024, by and among GBXL I, LLC, as borrower, GBXL I (Canada) Ltd., Wilmington Trust Company, as collateral agent and depositary, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as lender, and Wells Fargo Bank, N.A., as lender.
+Added: 4 to Warehouse Loan Agreement dated January 22, 2024, by and among GBXL I, LLC, as borrower, GBXL I (Canada) Ltd., Wilmington Trust Company, as collateral agent and depositary, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as lender, and Wells Fargo Bank, N.A., as lender is incorporated herein by reference to Exhibit 10.34 to the Registrant’s Form 10-K filed October 24, 2024.
Amendment No.
−Removed: 5 to Warehouse Loan Agreement dated September 6, 2024, by and among GBXL I, LLC, as borrower, GBXL I (Canada) Ltd., Wilmington Trust Company, as collateral agent and depositary, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as an exiting lender, and Wells Fargo Bank, N.A., as lender.
+Added: 5 to Warehouse Loan Agreement dated September 6, 2024, by and among GBXL I, LLC, as borrower, GBXL I (Canada) Ltd., Wilmington Trust Company, as collateral agent and depositary, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as an exiting lender, and Wells Fargo Bank, N.A., as lender, is incorporated herein by reference to Exhibit 10.35 to the Registrant’s Form 10-K filed October 24, 2024.
[Portions omitted]**
−Removed: The Greenbrier Companies, Inc.
−Removed: Executive Officers Severance Policy.
+Added: Employment Offer Letter between Greenbrier Leasing Company LLC and Michael J.
+Added: Donfris dated May 8, 2024 is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on July 8, 2024.
Overseas Assignment Letter between The Greenbrier Companies, Inc.
−Removed: and William Glenn dated October 16, 2024.
+Added: and William Glenn dated October 16, 2024 is incorporated herein by reference to Exhibit 10.37 to the Registrant’s Form 10-K filed October 24, 2024.
Policy Regarding Trading in Company Securities.
25 unchanged sentences
October 28, 2025
−Removed: Fargo, Chair of the Board
+Added: Fargo, Chair of the Board of Directors
+Added: /s/ Stevan B.
October 28, 2025
+Added: Bobb, Director
+Added: October 28, 2025
Felton, Director
−Removed: /s/ Antonio Garza
+Added: /s/ Antonio O.
October 28, 2025
−Removed: Antonio Garza, Director
+Added: Garza, Director
October 28, 2025
3 unchanged sentences
Jack, Director
+Added: /s/ Jefferey M.
October 28, 2025
+Added: Songer, Director
+Added: October 28, 2025
Teramoto, Director
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.