格林布赖尔 2024年度报告

Washington, D.C. 20549-1004 ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedAugust 31,2025or ☐Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934for the transition period from ___________ to ___________ THE GREENBRIER COMPANIES, INC. (Exact name of Registrant as specified in its charter) 93-0816972(I.R.S. Employer Identification No.) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act.Large accelerated filer□□ Accelerated filerNon-accelerated filerSmaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Aggregate market value of the registrant’s Common Stock held by non-affiliates as of February 28, 2025 (based on the closing price of such shares on such date) was The number of shares outstanding of the registrant’s Common Stock on October 21, 2025 was 30,961,543 without par value. DOCUMENTS INCORPORATED BY REFERENCECertain portions of the registrant’s definitive Proxy Statement prepared in connection with the Annual Meeting of Shareholders to be held onJanuary 7, 2026 are incorporated by reference into Part III of this Report. THE GREENBRIER COMPANIES, INC.FORM 10-K TABLE OF CONTENTS PAGEFORWARD-LOOKING STATEMENTS3 PART IItem 1.BUSINESS4Item 1A.RISK FACTORS13Item 1B.UNRESOLVED STAFF COMMENTS28Item 1C.CYBERSECURITY28Item 2.PROPERTIES30Item 3.LEGAL PROCEEDINGS30Item 4.MINE SAFETY DISCLOSURES30INFORMATION ABOUT OUR EXECUTIVE OFFICERS31PART IIItem 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES32Item 6.RESERVED33Item 7.MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS34Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK48Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA51Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE83Item 9A.CONTROLS AND PROCEDURES83Item 9B.OTHER INFORMATION86Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS86PART IIIItem 10.DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE87Item 11.EXECUTIVE COMPENSATION87Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDERS MATTERS87Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORINDEPENDENCE87Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES87PART IVItem 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES88Item 16.FORM 10-K SUMMARY92SIGNATURES93 Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements.