DEF 14A of Greenbrier Companies Inc, Nov 17, 2025

DEF 14A of Greenbrier Companies Inc

Filed Nov 17, 2025 · FY20250001193125-25-284604

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | | THE BOARD RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee and our Board recommend that shareholders vote “FOR” all director nominees, as they have determined that each of the nominees possesses the right experience and qualifications to effectively oversee Greenbrier’s business strategy and risk management. Three of the nominees below are Class II directors nominated for a three-year term. Jeffrey Songer was appointed as a Class I director and Stevan Bobb was appointed as a Class III director by the Board in June 2025. Under Greenbrier’s Amended and Restated Bylaws (“Bylaws”), directors appointed by the Board stand for election at the next Annual Meeting of Shareholders. As a result, Messrs. Songer and Bobb are standing for election at this Annual Meeting. See “Proposal 1, Election of Directors” on page 26 of this Proxy Statement. |

  3. Director Nominees

    Director Nominees The following table summarizes the qualifications of the director nominees.

  4. Director Nominees

    | | STEVAN B. BOBB Mr. Bobb has served as a member of the Board since June 2025. His 36-year career with the Class I railroad BNSF Railway (BNSF) included prominent roles in strategic commercial and operational leadership within the rail industry, with Mr. Bobb serving most recently as Executive Vice President and Chief Marketing Officer of BNSF from 2013 to 2024. Mr. Bobb brings expertise in business strategy, cybersecurity, the rail industry, and financial matters to the Board. The Board recommends a vote “FOR” Mr. Bobb. | | | WANDA F. FELTON Ms. Felton has served as a member of the Board since 2017. Ms. Felton has over 30 years of financial industry experience in commercial and investment banking. Ms. Felton was a Presidential Appointee and was confirmed twice by the U.S. Senate to serve on the board of the Export Import Bank of the United States as Vice Chair of the Board and First Vice President from June 2011 to November 2016. Ms. Felton brings her significant prior experience with emerging markets business development and capital raising to the Board. Additionally, Ms. Felton is an “audit committee financial expert” under NYSE and SEC rules. The Board recommends a vote “FOR” Ms. Felton. | | | GRAEME A. JACK Mr. Jack has served as a member of the Board since 2006. He is a retired partner of PricewaterhouseCoopers LLP in Hong Kong. Mr. Jack brings accounting, financial reporting and cybersecurity expertise to the Board as well as extensive experience in international business transactions. Mr. Jack provides critical experience and continuity in guiding the Company through times of macroeconomic and market turbulence. Additionally, Mr. Jack is an “audit committee financial expert” under NYSE and SEC rules, The Board recommends a vote “FOR” Mr. Jack. |

  5. Director Nominees

    | 2026 PROXY STATEMENT | |

  6. Director Nominees

    | | JEFFREY M. SONGER Mr. Songer has served as a member of the Board since June 2025. Mr. Songer has over 30 years of expertise in operations, engineering, and finance, 18 of which were spent at Kansas City Southern, a Class I railroad, where he served in leadership roles through the completion of the merger creating Canadian Pacific Kansas City Limited in April 2023. Mr. Songer brings a combination of railroad industry experience, cybersecurity expertise, and a deep understanding of international labor relations, particularly in Mexico, where Greenbrier employs thousands of individuals. Additionally, Mr. Songer is an “audit committee financial expert” under NYSE and SEC rules. The Board recommends a vote “FOR” Mr. Songer. | | | WENDY L. TERAMOTO Ms. Teramoto has served as a member of the Board since 2019. She has been a senior investment management professional with an affiliate of Fairfax Financial Holdings Limited since 2018. Ms. Teramoto brings to the Board investment management and financial expertise, experience with manufacturing and other heavy industry companies and critical experience in guiding the Company through times of macroeconomic and market turbulence. Additionally, Ms. Teramoto is an “audit committee financial expert” under NYSE and SEC rules. The Board recommends a vote “FOR” Ms. Teramoto. |

  7. Board Composition

    Board Composition Our Board is currently composed of ten directors, of whom nine are independent, non-employee directors. Each of our directors serves for a three-year term, as follows:

  8. Board Composition

    | • | Wanda Felton, Graeme Jack, and Wendy Teramoto currently serve as Class II directors, with terms expiring at this Annual Meeting; |

  9. Board Composition

    | • | Lorie Tekorius, Kelly Williams, and Stevan Bobb currently serve as Class III directors, with terms expiring at our annual meeting of shareholders to be held in 2027; and |

  10. Board Composition

    | • | Thomas Fargo, Antonio Garza, James Huffines, and Jeffrey Songer currently serve as Class I directors, with terms expiring at our annual meeting of shareholders to be held in 2028. |

  11. Board Composition

    Mr. Songer was appointed as a Class I director and Mr. Bobb was appointed as a Class III director by the Board in June 2025. Under Greenbrier’s Bylaws, directors appointed by the Board stand for election at the next Annual Meeting of Shareholders. As a result, Messrs. Songer and Bobb are standing for election at this Annual Meeting and are standing for election as Class I and Class III directors, respectively, in order that the classes remain as nearly equal in number as possible. In the following pages, we highlight key areas of experience that qualify each director to serve on the Board. The Board has determined it is in the best interests of the Company and its shareholders for each of the directors to continue serving on the Board.

  12. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    NOMINEES FOR ELECTION AT THE ANNUAL MEETING

  13. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Stevan B. Bobb (Director) | | | | Age: 65 Director Since: 2025 | Current Term Expiration: 2027 |

  14. Experience

    Experience Mr. Bobb has served as a member of the Board since June 2025. During his 36 years with the Class I railroad BNSF Railway (BNSF) he held prominent roles in strategic commercial and operational leadership within the rail industry. From January 2013 to August 2024, Mr. Bobb served as Executive Vice President and Chief Marketing Officer for BNSF. During this time, he led the company’s sales and marketing activities, customer service, shortline relations, planning and forecasting, and economic development activities. Mr. Bobb also chaired the Board of Directors for BNSF Logistics, a subsidiary of BNSF. He represented BNSF on TTX’s board from 2016 to 2024, serving as audit committee chair and on the compensation committee. TTX is a railcar pool operator owned by several railroad companies. From 2006 to 2013, Mr. Bobb held the position of Group VP Coal, where he led the marketing and coal equipment management teams. From 2005 to 2006, he oversaw the Texas Division front-line rail operations as General Manager of Division Operations. Prior to his General Manager responsibilities Mr. Bobb led BNSF’s intermodal hub and automotive facilities operating team and BNSF’s equipment management teams.

  15. Qualifications

    Qualifications Mr. Bobb brings expertise in business strategy, cybersecurity, the rail industry and financial matters to the Board.

  16. Qualifications

    | 2026 PROXY STATEMENT | |

  17. Qualifications

    | | Wanda F. Felton (Director) | | | | Age: 67 Director Since: 2017 | Current Term Expiration: 2026 |

  18. Experience

    Experience Ms. Felton has served as a member of the Board since 2017. Ms. Felton has over 30 years of financial industry experience, including in commercial and investment banking and private equity. Ms. Felton was a Presidential Appointee and was confirmed twice by the U.S. Senate to serve on the board of the Export Import Bank of the United States as Vice Chair of the Board and First Vice President from June 2011 to November 2016. In that role, she was on the team of economic deputies that advised the National Security Staff and the President’s Export Council on trade and investment. Ms. Felton was actively engaged in helping U.S. companies penetrate international markets and develop pragmatic financing solutions to win sales. Ms. Felton had oversight responsibility for the Office of the Chief Financial Officer and enterprise risk management functions, and served on the bank’s credit committee, which was responsible for approving debt financings over $10 million for a broad range of financing types across a range of industries. A significant portion of such financings supported the export of U.S.-manufactured transportation equipment, including rail equipment and aircraft, to emerging markets. She was also an ex officio member of the Enterprise Risk Management Committee. Ms. Felton served as a Senior Advisor to Spencer Stuart’s North American Board Practice from October 2020 until August 2022. In November 2021, she joined Demopolis Equity Partners, a private equity fund that invests in technology-enabled businesses (primarily fintech and e-commerce).

  19. Qualifications

    Qualifications Ms. Felton brings her significant prior experience with emerging markets business development, financing transportation equipment, and capital raising to the Board. Additionally, Ms. Felton is an “audit committee financial expert” under NYSE and SEC rules.

  20. Qualifications

    | | Graeme A. Jack (Director) | | | | Age: 74 Director Since: 2006 | Current Term Expiration: 2026 |

  21. Experience

    Experience Mr. Jack has served as a member of the Board since 2006. He is a retired partner of PricewaterhouseCoopers LLP in Hong Kong. He also serves, since December 2024, as an independent non-executive director and member of the audit committee of CK Hutchison Holdings Limited. Mr. Jack previously served as an independent non-executive director of HUTCHMED (China) Limited from March 2017 to May 2025. Additionally, Mr. Jack was an independent non-executive director of Hutchison Port Holdings Management Pte. Limited, the trustee manager of Hutchison Port Holdings Trust from 2011 until 2023, and COSCO SHIPPING Development Company Limited from 2015 to 2021. Mr. Jack provides critical experience and continuity in guiding the Company through times of macroeconomic and market turbulence.

  22. Qualifications

    Qualifications Mr. Jack brings accounting, financial reporting and cybersecurity expertise to the Board as well as extensive experience in international business transactions. Additionally, Mr. Jack is an “audit committee financial expert” under NYSE and SEC rules.

  23. Qualifications

    | | THE GREENBRIER COMPANIES |

  24. Qualifications

    | | Jeffrey M. Songer (Director) | | | | Age: 56 Director Since: 2025 | Current Term Expiration: 2028 |

  25. Experience

    Experience Mr. Songer has served as a member of the Board since June 2025. Mr. Songer has over 30 years of expertise in operations, engineering and finance, 18 of which were spent in leadership roles at Kansas City Southern (KCS), a Class I railroad, through April 2023. From 2021 to 2023, Mr. Songer served as Executive Vice President of Strategic Merger and Planning for KCS during the $34 billion merger that created Canadian Pacific Kansas City Limited (CPKC), and from 2016 to 2021, he served as KCS’s Executive Vice President and Chief Operating Officer. Mr. Songer has served as a board member for several organizations in the rail industry. From 2014 to 2021, he was a member of the Association of American Railroads (AAR) Safety and Operations Management Committee, serving as Chair from 2019 to 2021. Mr. Songer previously served as a director of Panama Canal Railway (2014-2023) and Transportation Technology Center, Inc. (2016-2021). Additionally, Mr. Songer served on joint operating and executive management committees of Meridan Speedway LLC from 2014 to 2023 and served as chairperson of the project support working committee of Railinc Corp from 2016 to 2021.

  26. Qualifications

    Qualifications Mr. Songer brings a combination of railroad industry experience, cybersecurity expertise, and a deep understanding of international labor relations, particularly in Mexico, where Greenbrier employs thousands of individuals. Additionally, Mr. Songer is an “audit committee financial expert” under NYSE and SEC rules.

  27. Qualifications

    | | Wendy L. Teramoto (Director) | | | | Age: 51 Director Since: 2019 | Current Term Expiration: 2026 |

  28. Experience

    Experience Ms. Teramoto has served as a member of the Board since 2019. She has been a senior investment management professional with an affiliate of Fairfax Financial Holdings Limited since 2018. From 2017 to 2018, she served in a senior capacity at the United States Department of Commerce. Until 2017, Ms. Teramoto was a Managing Director and a senior investment management professional, and a founding partner, at a New York-based private equity firm affiliated with Invesco Ltd. Ms. Teramoto has served as a board member for several companies in the transportation sector. In addition to serving on many private boards, Ms. Teramoto previously served on the Greenbrier Board from 2009 to 2017, and on the board for Navigator Holdings Ltd. from 2014 to 2017. Ms. Teramoto provides critical experience and continuity in guiding the Company through times of macroeconomic and market turbulence.

  29. Qualifications

    Qualifications Ms. Teramoto brings investment management and financial expertise, and experience with manufacturing and other heavy industry companies to the Board. Additionally, Ms. Teramoto is an “audit committee financial expert” under NYSE and SEC rules.

  30. Qualifications

    | 2026 PROXY STATEMENT | |

  31. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  32. CONTINUING DIRECTORS

    | | Lorie L. Tekorius (Director and Chief Executive Officer) | | | | Age: 58 Director Since: 2022 | Current Term Expiration: 2027 |

  33. Experience

    Experience In March 2022, Ms. Tekorius became Greenbrier’s Chief Executive Officer and President. Prior to this, she was Greenbrier’s President and Chief Operating Officer (COO), leading strategic planning, maintenance services, management services and the accounting, finance, human resources and other administrative functions. Ms. Tekorius joined Greenbrier in 1995 and served in various financial and operating roles of increasing responsibility. In 2016, she was appointed Executive Vice President (EVP), Chief Financial Officer (CFO), a role where she was recognized as Oregon’s 2017 CFO of the Year by the Portland Business Journal. In 2018, she was promoted to EVP, COO. Also in 2018, Ms. Tekorius was recognized as one of 14 “Women in Rail” by Railway Age in recognition of her contributions to the industry. She is a member of the Board of Directors of the Alamo Group, Inc. and sits on the Audit and Nominating and Corporate Governance Committees. Ms. Tekorius serves as a director on the Portland Branch of the Federal Reserve Bank of San Francisco.

  34. Qualifications

    Qualifications As a 30+ year employee of Greenbrier, Ms. Tekorius provides significant company-specific and industry knowledge, in addition to organizational leadership, cybersecurity expertise, and financial and operational expertise.

  35. Qualifications

    | | Thomas B. Fargo (Chair of the Board) | | | | Age: 77 Director Since: 2015 | Current Term Expiration: 2028 |

  36. Experience

    Experience Admiral Fargo has served as a member of the Board since 2015. He was Lead Director from January 2021 through August 2022, and was elected Chair of the Board of Directors in September 2022. He is a retired military commander with subsequent private sector experience in maritime and other transportation industries. As commander of the U.S. Pacific Command from 2002 until 2005, Admiral Fargo led the world’s largest unified command while directing the joint operations of the Army, Navy, Marine Corps and Air Force in the Asia-Pacific Theater. He serves as the Board Chair of Hawaiian Electric Industries. Previously, Admiral Fargo served as the Board Chair of USAA and Huntington Ingalls Industries and served on the Boards of Northrop Grumman Corporation, Alexander & Baldwin, Inc., Matson, Inc. and Hawaiian Airlines.

  37. Qualifications

    Qualifications Admiral Fargo brings executive leadership and operational, manufacturing, cybersecurity, and international expertise to the Board.

  38. Qualifications

    | | THE GREENBRIER COMPANIES |

  39. Qualifications

    | | Antonio O. Garza (Director and Chair of the Nominating and Corporate Governance Committee) | | | | Age: 66 Director Since: 2021 | Current Term Expiration: 2028 |

  40. Experience

    Experience Ambassador Garza has served as a member of the Board since 2021. He acts as a Senior Advisor to the Mexico City office of White & Case LLP, a global law firm. Prior to joining White & Case, Ambassador Garza served as the U.S. Ambassador to Mexico from 2002 to 2009. He has been a director of Canadian Pacific Kansas City Limited (CPCK), a Class 1 railroad, since 2023, and served as a director of Kansas City Southern, a Class 1 railroad, from 2010 until the completion of the merger creating CPKC in April 2023. Ambassador Garza also served on the Board of MoneyGram International, Inc. from 2012 through 2023. He is a past Chairman of the Railroad Commission of Texas, elected to that statewide office in 1998, and served through 2002. Ambassador Garza is a member of the Board of Trustees of Southern Methodist University, a Director to the Bush Presidential Center and Chairman of its Advisory Council. Mr. Garza is also a director of the Americas Society, the U.S. Chamber of Commerce in Mexico and is a member of the Council on Foreign Relations (CFR) and COMEXI, the CFR’s Mexican counterpart. From 1994 through 1997, he was the State of Texas Secretary of State, and Senior Policy Advisor to the Governor of Texas. He is a member of the State Bar of Texas, the District of Columbia Bar and is admitted to practice before the United States Supreme Court. Ambassador Garza is a past recipient of the Aguila Azteca (Aztec Eagle), the highest honor bestowed by the Mexican government on a foreign national.

  41. Qualifications

    Qualifications Ambassador Garza brings international expertise as well as rail, legal and governmental experience to the Board.

  42. Qualifications

    | | James R. Huffines ( Director and Chair of the Audit Committee) | | | | Age: 74 Director Since: 2021 | Current Term Expiration: 2028 |

  43. Experience

    Experience Mr. Huffines has served as a member of the Board since 2021. Mr. Huffines has over 40 years of experience in banking and finance. He most recently served as Chief Operating Officer for subsidiaries of Hilltop Holdings, Inc., an NYSE publicly-traded financial company, and on the Board from 2012 to 2017. From 2007 to 2012, Mr. Huffines also served on the Board of Energy Future Holdings as an independent director and as the Board’s Audit Committee Chairman. Mr. Huffines presided as Chairman on the University of Texas System board of regents for four years during his seven years as a Regent. The UT System had an annual budget of $21 billion. He also was on the Board and served on the Audit and Compensation Committee of the UTIMCO, a $35 billion endowment fund for higher education in Texas. Mr. Huffines currently serves on the holding company board of Susser Bank Holdings, a $2.5 billion privately owned financial institution.

  44. Qualifications

    Qualifications Mr. Huffines brings banking and finance expertise, public company and governmental experience to the Board. Additionally, Mr. Huffines is an “audit committee financial expert” under NYSE and SEC rules.

  45. Qualifications

    | 2026 PROXY STATEMENT | |

  46. Qualifications

    | | Kelly M. Williams ( Director and Chair of the Compensation Committee) | | | | Age: 61 Director Since: 2015 | Current Term Expiration: 2027 |

  47. Fiscal 2025 Non-Employee Director Compensation

    Fiscal 2025 Non-Employee Director Compensation Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our shareholders. The program addresses the time, effort, expertise, and accountability required of active Board membership. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2025 Board service. We also reimbursed our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Company business, such as meeting with potential director candidates, as well as continuing director education. Members of the Board who are our employees are not separately compensated for serving on the Board. Our Compensation Committee has the primary responsibility for reviewing the compensation paid to our non-employee directors and making recommendations for adjustments, as appropriate, to the full Board. The Compensation Committee undertakes an annual review of the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by its independent compensation consultant, Mercer, a national compensation consulting firm (“Mercer”). The Board believes that the fiscal 2025 compensation program for our non-employee directors attracted, retained, and rewarded qualified non-employee directors, consistent with market practices and the demands placed on our Board.

  48. FISCAL 2025 DIRECTOR COMPENSATION

    FISCAL 2025 DIRECTOR COMPENSATION The following table summarizes the compensation of the non-employee Board members for fiscal year 2025. Ms. Tekorius did not receive compensation for her service as a director in fiscal 2025. Ms. Tekorius’ compensation for her service as an employee is discussed in the executive compensation disclosures below.

  49. FISCAL 2025 DIRECTOR COMPENSATION

    FISCAL 2025 DIRECTOR COMPENSATION

  50. FISCAL 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Stevan B. Bobb | 16,666 | 79,611 | — | 96,277 | | Thomas B. Fargo | 291,250 | 149,045 | — | 440,295 | | Wanda F. Felton | 117,500 | 149,045 | — | 266,545 | | Antonio O. Garza | 123,750 | 149,045 | — | 272,795 | | James R. Huffines | 117,500 | 149,045 | — | 266,545 | | Graeme A. Jack | 145,000 | 149,045 | — | 294,045 | | Jefferey M. Songer | 16,666 | 79,611 | — | 96,277 | | Wendy L. Teramoto | 117,500 | 149,045 | — | 266,545 | | Kelly M. Williams | 140,000 | 149,045 | — | 289,045 |

  51. FISCAL 2025 DIRECTOR COMPENSATION

    | (1) The amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted to directors in fiscal 2025 calculated in accordance with FASB ASC Topic 718 (Compensation – Stock Compensation), excluding estimated forfeitures. Such amounts may not correspond to the actual value that will be realized by the director if and when the RSU awards vest. As of August 31, 2025, each director, except for Messrs. Bobb and Songer, held 2,511 unvested RSUs (including dividend equivalents); Messrs. Bobb and Songer held 1,764 unvested RSUs (including dividend equivalents). |

  52. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We maintain an unfunded, voluntary non-qualified deferred compensation plan for our non-employee directors, which allows our non-employee directors to defer compensation received in exchange for their non-employee director services to us. We do not contribute to the plan. We do not guarantee any returns on participant contributions to the plan. The plan does not pay or provide for preferential or above-market earnings. Amounts deferred under the plan are credited with hypothetical and/or actual investment earnings based on participant investment elections made from among investment options available under the plan. Distributions may be made in lump-sum or in installments (subject to certain restrictions in the plan) upon the non-employee director’s death, disability, other termination of service, a change of control of us, and certain unforeseeable emergencies, each as defined in the plan.

  53. Communication with the Board

    Communication with the Board Shareholders and other interested parties may communicate with members of the Board by mail addressed to Greenbrier Board of Directors, One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035 Attn: Chief Legal and Compliance Officer. Correspondence may be directed to the Board as a whole, the Chair of the Board, or to the non-management directors as a group. Such communications are distributed as appropriate. Please note that communications with directors does not constitute service of process to the Company and that nominations and shareholder proposals must be submitted in accordance with the procedure set forth on page 69.

  54. Communication with the Board

    | 2026 PROXY STATEMENT | |

  55. Communication with the Board

    | PROPOSAL 1 | ELECTION OF DIRECTORS |

  56. Communication with the Board

    Our Nominating and Corporate Governance Committee and the Board have recommended the following five nominees for election:

  57. Communication with the Board

    | • | Class II directors: Wanda F. Felton, Graeme A. Jack, and Wendy L. Teramoto. |

  58. Communication with the Board

    | • | Jeffery M. Songer was appointed as a Class I director and Stevan B. Bobb was appointed as a Class III director by the Board in June 2025. Under Greenbrier’s Bylaws, directors appointed by the Board stand for election at the next Annual Meeting of Shareholders. As a result, Mr. Songer and Mr. Bobb are standing for election at this Annual Meeting. |

  59. Communication with the Board

    The Class II candidates are nominated to serve a three-year term, until the Annual Meeting of Shareholders in 2029, or until their respective successors are qualified and elected. Mr. Songer and Mr. Bobb are nominated to serve until the expiration of the current term of their class, noted below. If a nominee is unable or unwilling to serve as a director at the date of the applicable Annual Meeting or any adjournment or postponement thereof, the proxies may be voted for a substitute nominee, designated by the proxy holders or by the present Board to fill such vacancy, or for the other nominees named without nomination of a substitute, or the number of directors may be reduced accordingly. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected a director. Under Oregon law, the directors who receive the greatest number of votes cast will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote.

  60. Communication with the Board

    | | THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF Mr. Bobb, Ms. Felton, Mr. Jack, Mr. Songer and Ms. Teramoto. Unless marked otherwise, proxies received will be voted FOR the election of the five nominees. |

  61. Communication with the Board

    Directors are divided into three classes, with four directors in Class I, three directors in Class II and three directors in Class III. Typically, one class is elected each year for a three-year term. The following table sets forth certain information about each nominee for election to the Board and each continuing director.

  62. Communication with the Board

    | | | | Committee Memberships | | | | | Name | Independent | Director Since | Audit | Compensation | Nominating/ Corp. Gov. | Expiration of Current Term | | Class I Directors | | | | | | | | Stevan B. Bobb* Age: 65 Director | ● | 2025 | | ● | | 2028 | | Thomas B. Fargo Age: 77 Chair of the Board | ● | 2015 | | ● | ● | 2028 | | Antonio O. Garza Age: 66 Director | ● | 2021 | ● | | Chair | 2028 | | James R. Huffines Age: 74 Director | ● | 2021 | Chair, Financial Expert | ● | | 2028 | | Class II Directors | | | | | | | | Wanda F. Felton* Age: 67 Director | ● | 2017 | Financial Expert | | ● | 2026 | | Graeme A. Jack* Age: 74 Director | ● | 2006 | Financial Expert | ● | ● | 2026 | | Wendy L. Teramoto* Age: 51 Director | ● | 2019 | Financial Expert | ● | | 2026 | | Class III Directors | | | | | | | | Jeffrey M. Songer* Age: 56 Director | ● | 2025 | Financial Expert | | | 2027 | | Lorie L. Tekorius Age: 58 Director and CEO | | 2022 | | | | 2027 | | Kelly M. Williams Age: 61 Director | ● | 2015 | ● | Chair | ● | 2027 |

  63. Communication with the Board

    | * Nominee for election |

  64. Communication with the Board

    | | THE GREENBRIER COMPANIES |

  65. Communication with the Board

    FISCAL 2025 EXECUTIVE COMPENSATION

  66. EXECUTIVE SUMMARY

    | WHAT WE DO | | | ✔ | Ongoing engagement with our institutional shareholders regarding our executive compensation policies and practices | | ✔ | Performance-based cash and equity incentive compensation | | ✔ | Caps on performance-based cash and equity incentive compensation | | ✔ | Significant portion of executive compensation at risk based on company performance | | ✔ | Multi-year equity award vesting periods, including three-year performance periods for performance-based equity awards | | ✔ | One-year minimum vesting requirement under equity incentive plan, with limited exceptions | | ✔ | Annual review and approval of our executive compensation program | | ✔ | Annual compensation risk assessment | | ✔ | Annual “Say on Pay” vote | | ✔ | Clawback policy on cash and equity incentive compensation | | ✔ | Stock ownership and stock retention guidelines for executive officers | | ✔ | Independent compensation consultant engaged by the Compensation Committee | | ✔ | 100% independent directors on the Compensation Committee | | ✔ | Limited perquisites |

  67. EXECUTIVE SUMMARY

    | WHAT WE DON’T DO | | | ✖ | No “single trigger” change of control severance payments and benefits | | ✖ | No gross-ups for change of control related excise tax payments | | ✖ | No short sales, hedging, pledging of stock ownership positions, or transactions involving derivatives of our common stock | | ✖ | No strict benchmarking of executive compensation to a specific percentile of our compensation peer group | | ✖ | No pension benefits | | ✖ | No dividend payments on awards that do not vest | | ✖ | No ‘repricing’ of out-of-the-money stock options or similar awards without shareholder approval | | ✖ | No incentivizing unnecessary or excessive risk taking | | ✖ | No employment agreements with executive officers that provide for a guaranteed term of employment |

  68. PRINCIPLES

    | • | Align the interests of key executives with the long-term success of the business, our shareholders, and other stakeholders |

  69. PRINCIPLES

    | • | Annual incentive awards should be aligned with the Company’s operating, financial, and strategic objectives while considering the cyclical nature of our business |

  70. PRINCIPLES

    | • | Long-term incentive plans should promote retention and reward absolute performance as well as relative performance to appropriate peers |

  71. PRINCIPLES

    In evaluating the competitiveness of our compensation program, we compare it against the programs of peers in related industries at a similar stage of development and comparable financial profile. We also evaluate broader size-appropriate comparisons in related industries. More information about our use of peer group data is provided below. We also assess pay levels and pay mix of our aggregate executive and non-executive compensation programs through compensation positioning and review realizable pay analysis to inform our decisions. Our compensation philosophy also recognizes the need for flexibility based on experience, scope of position, critical skills, and individual/corporate performance. We consider compensation data from our compensation peer group as one of several factors that informs our judgment of appropriate parameters for compensation levels. We do not strictly benchmark compensation to a specific percentile of our compensation peer group, nor do we apply a strict formula or assign strict relative weightings to specific compensation elements. We believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.

  72. ROLE OF THE COMPENSATION COMMITTEE

    | • | Reviewing and approving CEO and executive officer change of control agreements and other special benefits, including supplemental retirement benefits |

  73. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT The Compensation Committee has sole authority to retain and terminate independent consultants, counsel, experts, and other personnel the Compensation Committee deems necessary to enable it to fully perform its duties and fulfill its responsibilities, and to determine the compensation and other terms of engagement for such independent consultants, counsel, experts, and other personnel. The Compensation Committee directly engaged Mercer as independent consultant for fiscal 2025 to provide information, analysis, and advice regarding executive and director compensation. The Compensation Committee has evaluated the independence of Mercer and concluded that there are no conflicts of interest. Mercer provided the following services for the Compensation Committee during fiscal 2025: (i) advice on 2025 executive officer bonus program structure, performance goals and targets, and bonus amounts; (ii) advice on 2025 executive officer equity grant award sizes and performance goals and targets; (iii) market data and recommendations on executive officer compensation; (iv) advice on equity retention policies and holding requirements after vesting; (v) advice on updating the Company’s peer group companies; and (vi) ongoing advice regarding the Company’s executive compensation practices and whether any such practices should be modified to improve effectiveness or to implement “best practices.”

  74. PEER GROUP

    PEER GROUP Greenbrier’s fiscal 2025 compensation peer group is listed below. The Compensation Committee periodically reviews our peer group. Mercer performs an independent review and makes recommendations annually, providing substantial detail and support to the Compensation Committee for consideration. For fiscal 2025, the Compensation Committee added Allison Transmission Holdings, Inc., Federal Signal Corporation, Flowserve Corporation and Kennametal Inc. to our existing peer group to provide additional relevant market data and ensure pay decisions remain competitive and aligned with shareholder interests. Our fiscal 2025 peer group is:

  75. PEER GROUP

    | Astec Industries, Inc. (ASTE) Allison Transmission Holdings, Inc. (ALSN) Crane Company (CR) Federal Signal Corporation (FSS) Flowserve Corporation (FLS) GATX Corporation (GATX) | H&E Equipment Services, Inc. (HEES) Hub Group, Inc. (HUBG) Hyster-Yale, Inc. (HY) Kennametal Inc. (KMT) The Manitowoc Company, Inc. (MTW) Oshkosh Corporation (OSK) | REV Group, Inc. (REVG) Terex Corporation (TEX) The Timken Company (TKR) Trinity Industries, Inc. (TRN) Wabash National Corporation (WNC) Westinghouse Air Brake Technologies Corporation (WAB) |

  76. PEER GROUP

    Peer group companies are chosen based on whether they are in a comparable industry, have comparable revenue or market capitalization, or compete with Greenbrier for executive talent. The current peer group includes companies in the following sectors: railcar manufacturing; heavy manufacturing; other related manufacturing; after-market products; transportation services; and high-value equipment leasing. Annual revenues of the peer group companies range from approximately one-third to three times Greenbrier’s annual revenue, with Greenbrier near the peer group median revenue size.

  77. ANNUAL CASH BONUS

    ANNUAL CASH BONUS A key objective of our compensation philosophy is to tie a significant portion of each NEO’s total direct compensation to company performance. To help accomplish this objective, we provide annual performance-based cash bonus opportunities (“annual bonuses”) for our NEOs, which are earned based on the Company’s achievement against performance objectives established at the beginning of the fiscal year. Target incentive opportunities under the annual bonus plan for NEOs are expressed as a percentage of base salary. The target annual bonus opportunity for Ms. Tekorius was adjusted in fiscal 2025 to align with market pay levels for executives with similar duties and responsibilities. The table below shows the target annual bonus opportunity for each NEO as a percentage of his or her base salary at fiscal end 2024 and 2025.

  78. ANNUAL CASH BONUS

    | Named Executive Officer(1) | Fiscal 2024 Target | Fiscal 2025 Target | | Lorie L. Tekorius | 115% | 120% | | Michael J. Donfris | 95% | 95% | | Brian J. Comstock | 100% | 100% | | William Krueger | 95% | 95% | | William Glenn | 90% | 90% |

  79. ANNUAL CASH BONUS

    | (1) Please see below under “Summary Compensation Table” for the amount of annual bonus actually earned by each NEO. |

  80. ANNUAL CASH BONUS

    Our NEOs other than the Senior Vice President & President, Europe. As in fiscal 2025, our NEOs’ fiscal 2025 annual bonus opportunities, other than Mr. Glenn, were based 40% on the achievement of Company earnings per share (EPS) goals, 40% on the achievement of Company EBITDA goals, each as defined below, and 20% on the achievement of strategic goals. The Compensation Committee believes these goals reflect key financial and operational performance objectives, align the interests of shareholders with management, and encourage management to focus on all aspects of performance, including top-line growth in revenue, expense control, and bottom-line results. The annual bonus ultimately earned could have ranged from 0% to 200% of an individual’s target opportunity for the Company EPS and Company EBITDA portions of the annual bonus, and 0% to 150% for the strategic goal portion of the annual bonus. The performance metrics, their weighting, targets, and payout levels were established at the beginning of fiscal 2025 by the Compensation Committee with input from management and the Compensation Committee’s independent compensation consultant. This process included a thorough review and discussion of the risks and variables in management’s financial plan for fiscal 2025, including existing backlog, production schedules and forecasts of industry demand. The level of performance required for the maximum payout for the Company EPS and Company EBITDA portions of the annual bonus was established based on the Compensation Committee’s assessment of the level of performance that shareholders would consider superior in view of the economic outlook for Greenbrier and its industry. Company EBITDA and Company EPS targets for fiscal 2025 were set higher than the level of Company EBITDA and Company EPS achievement in fiscal 2024. A comparable process was carried out to establish the threshold or

  81. ANNUAL CASH BONUS

    | 2026 PROXY STATEMENT | |

  82. ANNUAL CASH BONUS

    minimum performance level, defined as the level of performance below which no incentive payment is appropriate. The Compensation Committee primarily considers factors relevant to the current fiscal year when it sets performance metrics, their weighting, targets, and payout levels, because each fiscal year presents a unique set of challenges and business conditions for our executives to navigate. Financial results from prior years are used as a reference point, but the annual goals are set primarily to align pay with performance that would reflect strong financial results commensurate with the projected business and economic conditions for the current fiscal year. The following table sets forth the Company EPS and Company EBITDA goals under the fiscal 2025 annual cash bonus opportunity for each NEO other than Mr. Glenn. Payout amounts are interpolated between threshold and target, and between target and maximum.

  83. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) | Company EPS | Payout | | Threshold (Minimum) | $350 | $3.75 | 75% | | Target (Goal) | $465 | $5.00 | 100% | | Maximum | $585 | $6.25 | 200% |

  84. ANNUAL CASH BONUS

    Achievement below threshold results in no payout. After the conclusion of fiscal 2025, the Compensation Committee evaluated our performance against the Company EPS and Company EBITDA targets and determined that we achieved approximately $6.59 for Company EPS and approximately $512.3 million for Company EBITDA. For fiscal 2025, achievement of strategic goals made up 20% of the annual bonus opportunity. The goals did not have specific targets or metrics assigned to them and focused on overall progress across three primary areas: operational excellence, technology and finance transformation, and safety culture. After the conclusion of fiscal 2025, the Compensation Committee evaluated our performance against the strategic goals and determined that the strategic goals were achieved at 120% of target. In reaching its determination, the Compensation Committee took note of, among other things, the following fiscal 2025 achievements: identification and deployment of overhead cost management strategies, continued optimization of operations in Europe, progress on multi-year technology transformation to optimize business processes and bring operational consistency to our operating facilities, and enhancing and promoting consistent safety standards across our global manufacturing operations. In accordance with the payout multiples described above, the Compensation Committee approved bonus payments to the NEOs (other than Mr. Glenn) in an amount that resulted in a total fiscal 2025 bonus payment for each NEO equaling approximately 159.8% of the NEO’s respective fiscal 2025 target annual cash bonus opportunity. The actual fiscal 2025 annual bonus payments for the NEOs are presented in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

  85. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) (weighted 40%) | Company EPS (weighted 40%) | Payout | | Threshold (Minimum) | $350 | $3.75 | 75% | | Target (Goal) | $465 | $5.00 | 100% | | Maximum | $585 | $6.25 | 200% | | Actual | $512.3 | $6.59 | 159.8(1) |

  86. ANNUAL CASH BONUS

    | (1) Includes 120% of target for the strategic goal portion (weighted 20%) of the annual bonus opportunity. |

  87. ANNUAL CASH BONUS

    Our Senior Vice President & President, Europe. Mr. Glenn’s fiscal 2025 annual bonus opportunity was based 15% on the achievement of Company EPS goals, 15% on the achievement of Company EBITDA goals, 30% on the achievement of Greenbrier-Astra Rail EBITDA goals, 20% on Greenbrier-Astra Rail Pre-Tax Income goals, each as defined below, and 20% on the achievement of strategic goals. The Compensation Committee believes that these goals reflect key financial and operational performance objectives, align the interests of shareholders with management, and encourage management to focus on all aspects of performance, including top-line growth in revenue, expense control, and bottom-line results. The annual bonus ultimately earned could have ranged from 0% to 200% of Mr. Glenn’s target opportunity for the non-strategic goal portions of the annual bonus, and 0% to 150% for the strategic goal portion of the annual bonus. Company performance metrics were established as described above. The metrics for Greenbrier-AstraRail and Mr. Glenn’s strategic goals were established at the beginning of the year based on the Greenbrier-Astra Rail’s financial plan and operational objectives for fiscal year 2025.

  88. ANNUAL CASH BONUS

    | | THE GREENBRIER COMPANIES |

  89. ANNUAL CASH BONUS

    The following table sets forth the non-strategic performance goals and their weighting under the fiscal 2025 annual cash bonus opportunity for Mr. Glenn. Payout amounts are interpolated between threshold and target, and between target and maximum.

  90. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) (15%) | Company EPS (15%) | Greenbrier- Astra Rail EBITDA (in millions) (30%) | Greenbrier- Astra Rail Pre-Tax Income (in millions) (20%) | Payout | | Threshold (Minimum) | $350 | $3.75 | $25.8 | $9.5 | 75% | | Target (Goal) | $465 | $5.00 | $34.4 | $12.7 | 100% | | Maximum | $585 | $6.25 | $43.0 | $15.9 | 200% |

  91. ANNUAL CASH BONUS

    Achievement below threshold results in no payout. For fiscal 2025, achievement of strategic goals made up 20% of the annual bonus opportunity. The goals did not have specific targets or metrics assigned to them and focused on overall execution of the Company’s European footprint strategy. After the conclusion of fiscal 2025, the Compensation Committee evaluated our performance against the strategic goals and determined that the strategic goals were achieved at 95% of target. In reaching its determination, the Compensation Committee took note of, among other things, progress made in optimization of operations in Europe. The Compensation Committee also evaluated our performance against the financial performance goals described above. Actual achievement for the Company EBITDA and Company EPS goals are presented above. Actual achievement for Greenbrier-Astra Rail EBITDA was approximately $10.9 million and actual achievement for Greenbrier-Astra Rail Pre-Tax Income was approximately $(11.3) million. In accordance with the performance goal targets and payout multiples described above, the Compensation Committee approved a bonus payment to Mr. Glenn in an amount that resulted in a total fiscal 2025 bonus payment equaling approximately 69.9% of his fiscal 2025 target annual cash bonus opportunity. The actual fiscal 2025 annual bonus payment for Mr. Glenn is presented in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For purposes of the annual cash bonus opportunities: Company EBITDA was defined as Company net earnings before interest and foreign exchange, income tax expense, depreciation and amortization. Company EPS was defined as diluted earnings per Company common share as reflected in the Company’s audited financial statements for fiscal year 2025. Greenbrier-Astra Rail EBITDA was defined as, for the Greenbrier-Astra Rail business, net earnings before interest and foreign exchange, income tax expense, depreciation and amortization. Greenbrier-Astra Rail Pre-Tax Income was defined as, for the Greenbrier-Astra Rail business, sales minus cost of goods sold, selling, general and administrative expenses, operating expenses, depreciation and interest. Consistent with the Company’s published earnings announcements, all four definitions excluded facility-related rationalization/closure costs in Arad (Romania), Olawa (Poland), and Adana (Turkey), to better reflect the underlying performance of our ongoing operations.

  92. LONG-TERM EQUITY AWARDS

    LONG-TERM EQUITY AWARDS The most significant component of our NEO compensation program is long-term equity awards. These equity awards focus the efforts of our NEOs on the achievement of long-term objectives and align the interests of our executive officers with those of our shareholders. The value delivered by the equity awards is dependent on our stock price performance, and it is maximized when the Company achieves strong long-term performance. In fiscal 2025, these equity awards consisted of RSUs and PSUs. RSUs offer predictable value delivery and promote retention of our executive officers while simultaneously aligning their interests with the long-term interests of our shareholders in a manner consistent with competitive market practices. Our RSUs vest annually in equal installments, generally over a three-year period, subject to continued service to the Company. PSUs are designed to focus attention on, and to reward the achievement of, our long-term financial objectives and sustained appreciation in shareholder value. We believe that the fiscal 2025 PSUs directly link a significant portion of our NEOs’ target total direct compensation to our stock price performance. At the end of a three-year performance period, a percentage ranging from 0% to 200% of the target number of PSUs initially awarded will be earned based on the extent to which the three-year goals are achieved. The three-year measurement period begins on September 1, 2024 and ends on August 31, 2027. The Compensation Committee approved the fiscal 2025 long-term equity award program in October 2024. Approximately 60% of each NEO’s target fiscal 2025 equity awards was in the form of PSUs and approximately 40% was in the form of RSUs. We do not pay dividends on unearned RSUs or PSUs. The target value of the awards intended to be delivered to each NEO was converted into a number of RSUs and target PSUs based on the trailing 30-day average price of a share of our Common Stock. The amount of RSUs and PSUs (including minimum, target and maximum potential payouts) granted to the NEOs in fiscal 2025 are disclosed in the Grants of Plan-Based Awards in fiscal 2025 table below. Together, RSUs and PSUs are important tools to motivate and retain our highly valuable executive officers, since the value of the awards is delivered to our executive officers over three-year periods, generally subject to their continued service. We may modify our equity award program from one fiscal year to the next, including performance targets, for our executive officers, including our NEOs, to continue to maintain a strong alignment of their interests with the interests of our shareholders.

  93. LONG-TERM EQUITY AWARDS

    | 2026 PROXY STATEMENT | |

  94. LONG-TERM EQUITY AWARDS

    Equity awards are discretionary. The Compensation Committee generally grants equity awards to NEOs during its regularly scheduled meeting early in the fiscal year. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new hires. Eligible employees, including our Named Executive Officers, may voluntarily enroll in our Employee Stock Purchase Plan and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior month. Purchase dates under the Employee Stock Purchase Plan are generally in the first week of each month. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in fiscal 2025. The Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation.

  95. Fiscal 2025 PSU Performance Metrics

    Fiscal 2025 PSU Performance Metrics Our process for setting performance metrics, conducted at the beginning of each three-year performance period, includes consideration of goals related to profitability and return on invested capital while taking into account the cyclical nature of our business. Our targets are designed to incent behavior that enhances shareholder value at all points in the business cycle. We generally establish our objectives depending on where we are in the business cycle. When backlog and demand are high and asset prices strong, we generally emphasize earning a higher return. When the market is weak and prices are under pressure, we generally emphasize making prudent decisions related to production capacity and other considerations, as well as investments at attractive prices, over attempting to earn unrealistic short-term returns. Making intelligent decisions at the right points in the cycle allows us to increase shareholder value over the long term by protecting our core business and market share. When appropriate and supported by the underlying economic conditions and market demand, the Compensation Committee will increase or decrease targets year-over-year to properly incent management. The Compensation Committee selected Company EBITDA, Company return on invested capital (ROIC) and relative total stockholder return (rTSR), each as defined below, as the metrics for fiscal 2025 PSUs, weighted 60%, 20% and 20% respectively, as follows:

  96. Fiscal 2025 PSU Performance Metrics

    | | Company EBITDA (in millions) | Company ROIC | rTSR | Payout | | Threshold (Minimum) | $840 | 6% | 25 th %tile | 50% | | Target (Goal) | $1,250 | 10% | 50 th %tile | 100% | | Maximum | $1,560 | 15% | 75 th %tile | 200% |

  97. Fiscal 2025 PSU Performance Metrics

    Achievement below threshold results in no payout for the respective metric. Payout amounts are interpolated between threshold and target, and between target and maximum levels, as appropriate. Vesting is independent for each performance criteria. As in previous fiscal years, the Compensation Committee reviewed the use of Company EBITDA as a metric in both the annual bonus and long-term performance equity programs. We continue to believe that Company EBITDA is an important indicator of our operating performance and correlates with increased shareholder value. We believe that Company ROIC is a meaningful overall measure of our business performance because it reflects our performance relative to our investments. We believe that rTSR is a meaningful measure of shareholder value creation. The Compensation Committee selected the S&P 600 Index for the rTSR metric given its representation of our industry peers and that it is challenging relative to other potential benchmark indices. The Compensation Committee further believes that the S&P 600 Index is a proxy to measuring a broad and consistent group of companies that will experience similar market influences as the Company over the cycle of the PSU performance period.

  98. Fiscal 2025 PSU Performance Metrics

    | | THE GREENBRIER COMPANIES |

  99. Fiscal 2023 PSU Program Payout

    Fiscal 2023 PSU Program Payout As disclosed in our proxy statement for our 2024 Annual Meeting and shown in the table below, the fiscal 2023 PSU program included Company EBITDA, Company ROIC and rTSR goals over a three-year performance period. Weighting of the metrics for the fiscal 2023 award was 60% for Company EBITDA and 20% for Company ROIC to emphasize cash flow generation and earnings, and 20% rTSR to focus on alignment of total shareholder return and executive compensation. Achievement below threshold would have resulted in no payout for the respective metric. Vesting was independent for each performance criteria. The target Company EBITDA, Company ROIC and rTSR goals, and actual performance results, are set forth in the table below:

  100. Fiscal 2023 PSU Program Payout

    | | Company EBITDA (in millions) | Company ROIC | rTSR | | Payout | | Threshold (Minimum) | $600 | 6% | 25th | %tile | 50% | | Target (Goal) | $900 | 10% | 50th | %tile | 100% | | Maximum | $1,200 | 15% | 75th | %tile | 200% | | Actual | $1,304 | 9.8% | 78th | %tile | 179.5% |

  101. Fiscal 2023 PSU Program Payout

    Following the end of fiscal 2025, the Compensation Committee determined that actual achievement of Company EBITDA was equal to 200% of target, actual achievement of Company ROIC was 97.5% of target and actual achievement of rTSR was 200% of target. Payout amounts were interpolated between threshold, target and maximum as appropriate. For purposes of our fiscal 2023 PSU program, Company EBITDA was defined as Company net earnings before interest and foreign exchange, income tax expense, depreciation and amortization. For purposes of our fiscal 2025 PSU program, Company ROIC was defined, with respect to the Company, as the average annual net operating profit after tax for the measurement period divided by the average invested capital for the four annual periods beginning from the last day of the prior fiscal year through the last day of the measurement period. Net operating profit after tax was calculated as earnings from operations plus earnings (loss) from unconsolidated affiliates minus cash paid during the period for income taxes. Average invested capital was calculated as revolving notes, plus notes payable, plus total equity, minus cash in excess of $40 million. For purposes of our fiscal 2023 PSU program, and consistent with the Company’s published earnings announcements, Company EBITDA and ROIC were calculated excluding (i) facility rationalization and closure costs incurred in Arad (Romania), Olawa (Poland), and Adana (Turkey) in fiscal 2025, and (ii) costs associated with the divestiture of our Gunderson Marine and Southwest Steel businesses and our interest in the Rayvag joint venture in fiscal 2023, to better reflect the underlying performance of our ongoing operations. For purposes of our fiscal 2025 PSU program, Company EBITDA and ROIC are defined similarly, and will exclude significant non-cash charges, to the extent consistent with the Company’s published earnings announcements, and may be further adjusted for special items to the extent deemed appropriate by the Compensation Committee.

  102. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company maintains a Nonqualified Deferred Compensation Plan (NQDC Plan) that permits participants, including our NEOs, to elect to defer a portion of their compensation, including shares of stock or cash. The NQDC Plan does not pay or provide for preferential or above-market earnings. Amounts deferred under the plan are credited with hypothetical and/or actual earnings based on participant investment elections made from among investment options available under the plan. Messrs. Krueger and Glenn elected to participate in the NQDC Plan in fiscal 2025; none of the other NEOs elected to defer any portion of their fiscal 2025 cash or equity compensation under the NQDC Plan. The Company makes discretionary contributions to the NQDC Plan on behalf of participants. In January 2025, the Compensation Committee approved discretionary contributions equal to 6% of participants’ annual base salary earned plus actual bonus earned, in each case for the prior calendar year.

  103. Termination and Change of Control Provisions

    Termination and Change of Control Provisions Our NEO program includes the following termination and change of control protections and benefits. We believe these protections and benefits serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value and to provide compensation assurances which are competitive with those of other similarly situated companies. Our Change of Control Agreements provide certain benefits if employment is terminated in connection with or within 24 months after a change of control. The Change of Control Agreements are “double-trigger” agreements, meaning that benefits are payable only if a change of control occurs and an executive’s employment is involuntarily terminated (including due to death, disability and a resignation by the NEO for “good reason”). Our Executive Officer Severance Policy provides certain benefits to executive officers upon a “qualifying termination” unrelated to a change in control. Our 2021 Plan and the related award agreements provide certain benefits upon termination of employment due to death or disability, in the event of certain hostile change of control transactions, and change of control transactions in which equity awards are not converted, assumed, substituted or replaced. Equity awards granted in fiscal 2025 and thereafter provide limited benefits upon an involuntary termination of employment (including a resignation for “good reason”) and retirement. In addition, commencing with fiscal 2025, we started providing limited retirement benefits. These benefits are described more fully in the Executive Compensation Tables under “Termination and Change of Control Provisions” below.

  104. TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION

    TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that the NEO might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code imposes additional taxes and potential penalties on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

  105. ACCOUNTING FOR STOCK-BASED COMPENSATION

    ACCOUNTING FOR STOCK-BASED COMPENSATION We follow the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for our stock-based awards. FASB ASC Topic 718 generally requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our NEOs as required by the applicable SEC rules. FASB ASC Topic 718 also generally requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the award. For performance unit awards (including PSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.

  106. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    SUMMARY COMPENSATION TABLE FOR FISCAL 2025

  107. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | LORIE L. TEKORIUS(5) Chief Executive Officer and President | 2025 | 1,016,667 | — | 4,535,537 | 1,949,072 | 204,954 | 7,706,230 | | | 2024 | 933,333 | — | 3,594,634 | 1,786,455 | 186,228 | 6,500,650 | | | 2023 | 900,000 | — | 2,819,190 | 1,735,470 | 184,821 | 5,639,481 | | MICHAEL J. DONFRIS(6) Senior Vice President, Chief Financial Officer | 2025 | 630,000 | | 1,247,289 | 956,164 | 53,414 | 2,886,867 | | | 2024 | 129,231 | 175,000(7) | 885,369 | 204,337 | 3,750 | 1,397,687 | | BRIAN J. COMSTOCK Executive Vice President and President, The Americas | 2025 | 711,667 | — | 2,154,369 | 1,136,959 | 124,977 | 4,127,972 | | | 2024 | 656,667 | — | 1,906,256 | 1,092,957 | 112,820 | 3,768,701 | | | 2023 | 591,667 | — | 1,230,202 | 985,332 | 103,975 | 2,911,176 | | WILLIAM KRUEGER Senior Vice President and Chief Operations Officer, The Americas | 2025 | 644,667 | — | 1,757,549 | 978,424 | 111,555 | 3,492,195 | | | 2024 | 606,667 | — | 1,633,929 | 959,250 | 105,156 | 3,305,001 | | | 2023 | 560,000 | — | 861,138 | 932,596 | 104,917 | 2,458,651 | | WILLIAM GLENN Senior Vice President & President, Europe | 2025 | 528,333 | — | 1,133,931 | 332,422 | 268,527 | 2,263,213 | | | 2024 | 500,000 | — | 971,371 | 479,700 | 289,910 | 2,240,981 |

  108. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (1) The amounts reported reflect applicable mid-year compensation increases. See “Compensation Discussion and Analysis” above for additional details on fiscal 2025 base salary increases. |

  109. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (2) The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of the time-based RSUs granted to our NEOs in fiscal 2025, 2024 and 2023 and the performance-based RSUs granted to our NEOs in fiscal 2025, 2024 and 2023, as computed in accordance with ASC Topic 718, excluding estimated forfeitures. The estimated fair value of performance-based RSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which the performance-based RSUs were granted for accounting purposes. Performance-based RSUs include both corporate performance and market-related goals. Consistent with the applicable accounting standards, the grant date fair value of the market-related goal component has been determined using a Monte Carlo simulation model. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025. The grant date value of the fiscal 2025 performance-based RSUs assuming that the highest level of performance is achieved under the applicable performance measures is $5,117,977 for Ms. Tekorius; $1,407,488 for Mr. Donfris; $2,431,020 for Mr. Comstock; $1,983,265 for Mr. Krueger and $1,279,573 for Mr. Glenn. These amounts do not necessarily correspond to the actual value recognized by our NEOs. |

  110. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (3) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect actual payments made under the annual cash bonus opportunities for fiscal 2025, 2024 and 2023. |

  111. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (4) The amounts reported in the All Other Compensation column for fiscal 2025 consist of (i) $164,187, $32,614, $106,677, $95,355, and $59,682 in discretionary employer contributions under the NQDC Plan for Ms. Tekorius and Messrs. Donfris, Comstock, Krueger, and Glenn, respectively; (ii) $13,800 in matching employer contributions under the 401(k) plan for each NEO; (iii) $14,900, $7,000, $4,500, $2,400, and $17,025 in life insurance premiums for Ms. Tekorius and Messrs. Donfris, Comstock, Krueger, and Glenn, respectively; (iv) executive medical benefits, use of a Company-owned residence, and gifts presented by the Company to all attendees at Company business events for Ms. Tekorius; and (v) travel agency service charges for spousal travel for Mr. Glenn. Mr. Glenn further received the following benefits related to his overseas assignment: (i) travel to his home in the United States; (ii) travel for Mr. Glenn’s spouse to his home in the United States; (iii) tax advisory and preparation services; (iv) relocation benefits equal to $32,442; (v) overseas housing expenses equal to $46,902; and (vi) an expatriate allowance equal to $82,500. The value of the foregoing benefits was determined based on the actual cost of such benefits to the Company. |

  112. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (5) Following the termination of our Chief Financial Officer in April 2024, Ms. Tekorius served as the Company’s principal financial officer until the appointment of Mr. Donfris as the Company’s Senior Vice President, Chief Financial Officer (principal financial officer) in July 2024. Ms. Tekorius did not receive additional compensation for her services as our interim principal financial officer. |

  113. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (6) For 2024, the salary and non-equity incentive plan compensation amounts presented are prorated based on the time Mr. Donfris was employed with us in fiscal 2024. |

  114. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | (7) Pursuant to the Offer Letter, Mr. Donfris received a new-hire cash signing bonus of $125,000 and $50,000 to assist Mr. Donfris with relocation costs, in each case subject to repayment in the event Mr. Donfris voluntarily terminates his employment without “good reason” or the Company terminates his employment for “cause” during his first year of employment with the Company. Both the signing bonus and the relocation bonus required forfeiture or repayment upon certain terminations of employment during his first year of employment with us in order to incentivize Mr. Donfris’ continued employment with the Company. See above “Compensation Discussion and Analysis—Employment Arrangements—Donfris Offer Letter” for additional details. |

  115. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | 2026 PROXY STATEMENT | |

  116. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

  117. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or RSUs(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | LORIE L. TEKORIUS | 10-17-24 | | | | 24,308 | 48,613 | 97,226 | | 2,829,579 | | | 10-17-24 | | | | | | | 32,408 | 1,705,957 | | | | 732,000 | 1,220,000 | 2,318,000 | | | | | | | MICHAEL J. DONFRIS | 10-17-24 | | | | 6,685 | 13,369 | 26,738 | | 778,162 | | | 10-17-24 | | | | | | | 8,912 | 469,128 | | | | 359,100 | 598,500 | 1,137,150 | | | | | | | BRIAN J. COMSTOCK | 10-17-24 | | | | 11,546 | 23,091 | 46,182 | | 1,344,029 | | | 10-17-24 | | | | | | | 15,394 | 810,340 | | | | 427,000 | 711,667 | 1,352,167 | | | | | | | WILLIAM KRUEGER | 10-17-24 | | | | 9,419 | 18,838 | 37,676 | | 1,096,496 | | | 10-17-24 | | | | | | | 12,558 | 661,053 | | | | 367,460 | 612,433 | 1,163,623 | | | | | | | WILLIAM GLENN | 10-17-24 | | | | 6,078 | 12,154 | 24,308 | | 707,441 | | | 10-17-24 | | | | | | | 8,102 | 426,489 | | | | 285,300 | 475,500 | 903,450 | | | | | |

  118. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (1) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns reflect potential payments under the annual cash bonus opportunities for NEOs, if performance for each performance metric had been achieved at the threshold, target or maximum performance levels, and are based on the NEOs’ base salaries earned for fiscal 2025. The strategic portion of the annual cash bonus opportunities did not have a threshold. Actual payments under the annual cash bonus opportunities earned for fiscal 2025 are reported in the Summary Compensation Table. See Compensation Discussion and Analysis above for additional details regarding the annual cash bonus opportunities. |

  119. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (2) The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards columns reflect payout opportunities of the performance-based RSUs granted under the 2021 Plan, if performance for each performance metric had been achieved at the threshold, target or maximum performance levels. The performance-based RSUs generally vest at the end of the three-year performance period upon achieving set performance metrics, generally subject to the NEO’s continued service to us. See Compensation Discussion and Analysis above for additional details regarding the performance-based RSUs. |

  120. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (3) The amounts reported in this column reflect time-based RSUs granted under the 2021 Plan, which generally vest annually over three years in equal installments, subject to the NEO’s continued service to us. See Compensation Discussion and Analysis above for additional details regarding the time-based RSUs. |

  121. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (4) The amounts reported in the Grant Date Fair Value of Stock Awards column reflect the aggregate grant date fair value of the time-based RSUs granted to our NEOs in fiscal 2025 and the performance-based RSUs granted to our NEOs in fiscal 2025, as computed in accordance with ASC Topic 718, excluding estimated forfeitures. The estimated fair value of performance-based RSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which the performance-based RSUs were granted for accounting purposes. Performance-based RSUs include both corporate performance and market-related goals. Consistent with the applicable accounting standards, the grant date fair value of the market-related goal component has been determined using a Monte Carlo simulation model. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025. |

  122. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | | THE GREENBRIER COMPANIES |

  123. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

  124. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | LORIE L. TEKORIUS | 13,646(2) | 636,313 | | | | | 21,972(3) | 1,024,554 | | | | | 32,408(4) | 1,511,185 | | | | | | | 110,533(6) | 5,154,154 | | | | | 98,878(7) | 4,610,681 | | | | | 97,226(8) | 4,533,648 | | MICHAEL J. DONFRIS | 6,550(5) | 305,427 | | | | | 8,912(4) | 415,567 | | | | | | | 17,252(7) | 804,461 | | | | | 26,738(8) | 1,246,793 | | BRIAN J. COMSTOCK | 5,954(2) | 277,635 | | | | | 11,652(3) | 543,333 | | | | | 15,394(4) | 717,822 | | | | | | | 48,233(6) | 2,249,105 | | | | | 52,436(7) | 2,445,091 | | | | | 46,182(8) | 2,153,467 | | WILLIAM KRUEGER | 4,168(2) | 194,354 | | | | | 9,988(3) | 465,740 | | | | | 12,558(4) | 585,580 | | | | | | | 33,763(6) | 1,574,369 | | | | | 44,944(7) | 2,095,739 | | | | | 37,676(8) | 1,756,832 | | WILLIAM GLENN | 4,652(2) | 216,923 | | | | | 7,490(3) | 349,259 | | | | | 8,102(4) | 377,796 | | | | | | | 25,121(6) | 1,171,392 | | | | | 22,472(7) | 1,047,869 | | | | | 24,308(8) | 1,133,482 |

  125. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (1) Amounts calculated based on the closing price of our common stock on NYSE on August 29, 2025 (the last trading day of our fiscal year), which was $46.63. Any differences in total values are due to rounding. |

  126. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (2) Time-based RSUs granted on October 18, 2022, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |

  127. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (3) Time-based RSUs granted on October 18, 2023, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |

  128. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (4) Time-based RSUs granted on October 17, 2024, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |

  129. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (5) 8,627 time-based RSUs granted on June 17, 2024, vesting 7.41% on 10/18/2024, 16.67% on 6/17/2025, 29.63% on 10/18/2025, 16.67% on 6/17/2026, 29.63% on 10/18/2026, generally subject to continued service to us. |

  130. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (6) Performance-based RSUs granted on October 18, 2022, and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2025. The number of shares and payout value included in the table for these awards are calculated based on achieving maximum EBITDA, target ROIC and maximum rTSR goals. In early fiscal 2026, the Compensation Committee determined that 179.5% of each NEO’s target PSUs were earned based on the three-year performance period, and such PSUs became vested. See Compensation Discussion and Analysis above for additional details regarding these awards. |

  131. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (7) Performance-based RSUs granted on October 18, 2023 (except that Mr. Donfris’ performance-based RSUs were granted on June 17, 2024), and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2026. The number of shares and payout value included in the table for these awards are calculated based on achieving maximum performance goals. |

  132. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | (8) Performance-based RSUs granted on October 17, 2024, and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2027. The number of shares and payout value included in the table for these awards are calculated based on achieving maximum performance goals. See Compensation Discussion and Analysis above for additional details regarding the performance-based RSUs. |

  133. OUTSTANDING EQUITY AWARDS AS OF 2025 FISCAL YEAR-END

    | 2026 PROXY STATEMENT | |

  134. STOCK VESTED DURING FISCAL YEAR 2025

    STOCK VESTED DURING FISCAL YEAR 2025

  135. STOCK VESTED DURING FISCAL YEAR 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | LORIE L. TEKORIUS | 57,229 | 2,985,636 | | MICHAEL J. DONFRIS | 2,077 | 99,325 | | BRIAN J. COMSTOCK | 33,514 | 1,746,243 | | WILLIAM KRUEGER | 20,983 | 1,095,003 | | WILLIAM GLENN(2) | 21,962 | 1,145,131 |

  136. STOCK VESTED DURING FISCAL YEAR 2025

    | (1) The Value Realized on Vesting is calculated by multiplying the number of shares vested by the closing price on the day immediately preceding the relevant vesting date. |

  137. STOCK VESTED DURING FISCAL YEAR 2025

    | (2) Mr. Glenn deferred all of the shares (and accrued dividends) to the NQDC Plan described above. |

  138. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025 This table provides information about the NEOs’ earnings and balances under our NQDC Plan in fiscal year 2025 as well as Company contributions made in fiscal year 2025.

  139. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | LORIE L. TEKORIUS | 0 | 164,187 | 157,521 | 0 | 1,452,345 | | MICHAEL J. DONFRIS | 0 | 32,614 | 848 | 0 | 33,462 | | BRIAN J. COMSTOCK | 0 | 106,677 | 316,724 | 0 | 4,131,940 | | WILLIAM KRUEGER | 584,625 | 95,355 | 411,608 | 0 | 3,852,231 | | WILLIAM GLENN | 1,532,037 | 59,682 | 604,257 | 0 | 5,175,718 |

  140. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    | (1) All of the amounts reported in this column, other than $1,206,354 attributable to shares (and accrued dividends) deferred by Mr. Glenn, are reported as fiscal year 2025 compensation in the Summary Compensation Table. |

  141. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    | (2) The NQDC Plan does not pay above-market or preferential earnings, therefore no earnings reported in this column are reported as fiscal 2025 compensation in the Summary Compensation Table. |

  142. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    | (3) The following amounts were reported in prior fiscal year summary compensation tables as executive and registrant contributions: $728,228, $1,638,152, $1,605,936 and $1,390,312 for Ms. Tekorius and Messrs. Comstock, Krueger and Glenn, respectively. |

  143. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    The NQDC Plan permits participants, including the NEOs, to elect to defer a portion of their compensation, including shares of stock awarded under our long-term incentive plan. In January 2025, the Compensation Committee approved discretionary contributions equal to 6% of participants’ annual base salary earned plus actual bonus earned, in each case for the prior calendar year. See Compensation Discussion and Analysis above for more details regarding the NQDC Plan.

  144. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2025

    | | THE GREENBRIER COMPANIES |

  145. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship between the annual total compensation of our CEO, Lorie L. Tekorius, and the annual total compensation of our median employee (excluding our CEO) for our last completed fiscal year, which ended August 31, 2025. We identified our median employee by examining compensation information derived from payroll records for all employees, excluding the CEO, respectively, who were employed by us on August 31, 2025. As of such date, approximately 74% of employees were located outside the United States. In identifying our median employee, we selected actual base salary (for salaried employees) and wages (for hourly employees), including any applicable bonus or profit sharing, respectively, for the 12-month period ended August 31, 2025, as the most appropriate measure of compensation and consistently applied that measure to all employees included in the calculation.

  146. Pay Ratio

    | • | The median of the annual total compensation of all of our employees (other than Ms. Tekorius), including our consolidated subsidiaries, was approximately $20,047. |

  147. Pay Ratio

    | • | Ms. Tekorius’ annual total compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $7,706,230. |

  148. Pay Ratio

    | • | Based on the above, for fiscal 2025, the ratio of Ms. Tekorius’ annual total compensation to the median of the annual total compensation of all employees (other than Ms. Tekorius) was approximately 384 to 1. |

  149. Pay Ratio

    | • | We determined the median of the annual total compensation of our employees as of August 31, 2025, at which time we (including our consolidated subsidiaries) had approximately 8,915 full-time and part-time employees, including interns, of which approximately 2,313 were U.S. employees, and approximately 6,602 (or approximately 74% of our total employee population as of August 31, 2025) were located outside of the United States. |

  150. Pay Ratio

    | • | We compared the actual base salary (for salaried employees) and wages (for hourly employees), including any applicable bonus or profit sharing, respectively, for the 12-month period ended August 31, 2025, to determine the median employee. Compensation paid in foreign currency was converted to U.S. dollars using a spot exchange rate on August 31, 2025. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the United States. |

  151. Pay Ratio

    Once we identified our median employee, we estimated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.

  152. Pay Ratio

    | | THE GREENBRIER COMPANIES |

  153. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  154. Pay Versus Performance Table

    | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs (5) (d) | Average Compensation Actually Paid to Non-PEO NEOs (6) (e) | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for First PEO (1) (b) | Summary Compensation table Total for Second PEO (2) (b) | Compensation Actually Paid to First PEO (3) (c) | Compensation Actually Paid to Second PEO (4) (c) | | | Total Shareholder Return (7) (f) | Peer Group Total Shareholder Return (8) (g) | Net Income ($MM) (9) (h) | Company EBITDA ($MM) (10) (i) | | 2025 | N/A | $7,706,230 | N/A | $8,376,353 | $3,192,562 | $3,379,388 | $197.35 | $173.39 | $204.1 | $512.3 | | 2024 | N/A | $6,500,650 | N/A | $9,514,546 | $2,509,768 | $3,330,451 | $200.30 | $167.51 | $160.1 | $451.1 | | 2023 | N/A | $5,639,481 | N/A | $8,638,530 | $2,350,565 | $3,229,980 | $171.31 | $142.79 | $62.5 | $340.3 | | 2022 | $6,633,675 | N/A | $2,293,623 | N/A | $3,058,323 | $1,618,067 | $111.03 | $135.31 | $46.9 | $231.3 | | 2021 | $5,580,229 | N/A | $9,401,783 | N/A | $2,487,885 | $3,769,096 | $167.05 | $153.97 | $32.4 | $150.3 |

  155. Pay Versus Performance Table

    | (1) This column represents the amount of total compensation reported for William A. Furman (our former Chief Executive Officer and former Executive Chairman) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year (such total for the applicable executive, “total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. |

  156. Pay Versus Performance Table

    | (2) This column represents the amount of total compensation reported for Lorie L. Tekorius (our Chief Executive Officer and President) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement . |

  157. Pay Versus Performance Table

    | (3) This column represents the amount of “compensation actually paid” to Mr. Furman, as computed in accordance with Item 402(v) of Regulation S-K. |

  158. Pay Versus Performance Table

    | (4) This column represents the amount of “compensation actually paid” to Ms. Tekorius, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Tekorius’ total compensation for fiscal year 2025 to determine the “compensation actually paid” to Ms. Tekorius in fiscal year 2025: |

  159. Pay Versus Performance Table

    | Fiscal Year | Reported Summary Compensation Table Total for Second PEO (a) | Reported Summary Compensation Table Value of Second PEO Equity Awards (b) | Adjusted Value of Second PEO Equity Awards (c) | Compensation Actually Paid to Second PEO | | 2025 | $7,706,230 | $(4,535,537) | $5,205,660 | $8,376,353 |

  160. Pay Versus Performance Table

    | (a) This column represents the amount of total compensation reported for Ms. Tekorius for fiscal year 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |

  161. Pay Versus Performance Table

    | (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for fiscal year 2025. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for fiscal year 2025 is replaced with the corresponding amount reported under the Adjusted Value of Second PEO Equity Awards column in order to arrive at compensation actually paid for fiscal year 2025. |

  162. Pay Versus Performance Table

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for fiscal year 2025. For fiscal year 2025, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Ms. Tekorius to arrive at “compensation actually paid” to Ms. Tekorius for fiscal year 2025. The adjusted amount is determined by adding (or subtracting, as applicable) the following for fiscal year 2025: (i) the fiscal year-end fair value of any equity awards granted in fiscal year 2025 that are outstanding and unvested as of the end of fiscal year 2025; (ii) the amount of change as of the end of fiscal year 2025 (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of fiscal year 2025; (iii) for awards that are granted and vest in fiscal year 2025, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during fiscal year 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in fiscal year 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for fiscal year 2025. The amounts added or subtracted to determine the adjusted amount are as follows: |

  163. Pay Versus Performance Table

    | Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value (from Prior Fiscal Year End) of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2025 | $3,954,013 | $885,598 | $0 | $236,210 | $(25,368) | $155,207 | $5,205,660 |

  164. Pay Versus Performance Table

    | The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative TSR-based) performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. |

  165. Pay Versus Performance Table

    | 2026 PROXY STATEMENT | |

  166. Pay Versus Performance Table

    | (5) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO for the applicable fiscal year) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal year 2025, Michael J. Donfris, Brian J. Comstock, William Krueger and William Glenn, (ii) for fiscal year 2024, Michael J. Donfris, Adrian J. Downes, Brian J. Comstock, William Krueger and William Glenn; (iii) for fiscal year 2023, Adrian J. Downes, Brian J. Comstock, William Krueger and Martin R. Baker; (iv) for fiscal year 2022, Lorie L. Tekorius, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes; and (v) for fiscal year 2021, Lorie L. Tekorius, Mark J. Rittenbaum, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes. |

  167. Pay Versus Performance Table

    | (6) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO for the applicable fiscal year), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Ms. Tekorius) for fiscal year 2025 to determine the “compensation actually paid” in fiscal year 2025, using the same adjustment methodology described above in Note 4(c): |

  168. Pay Versus Performance Table

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs (a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards (b) | Average Non- PEO NEO Adjusted Value of Equity Awards (c) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $3,192,562 | $(1,573,285) | $1,760,111 | $3,379,388 |

  169. Pay Versus Performance Table

    | (a) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Ms. Tekorius) in the “Total” column of the Summary Compensation Table in fiscal year 2025. Please refer to the Summary Compensation Table in this Proxy Statement. |

  170. Pay Versus Performance Table

    | (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in fiscal year 2025. Please refer to the Executive Compensation Tables section of this Proxy Statement. The amount in this column is replaced with the amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for fiscal year 2025. |

  171. Pay Versus Performance Table

    | (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in fiscal year 2025 determined using the same methodology described above in Note 4(c). For fiscal year 2025, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Ms. Tekorius) to arrive at “compensation actually paid” to each NEO (excluding Ms. Tekorius) for fiscal year 2025, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Ms. Tekorius) for fiscal year 2025. The amounts added or subtracted to determine the adjusted average amount are as follows: |

  172. Pay Versus Performance Table

    | Fiscal Year | Average Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Average Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Average Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year and Vested in the Fiscal Year | Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Average Value of Equity Awards | | 2025 | $1,371,566 | $265,330 | $0 | $78,717 | $(8,823) | $53,321 | $1,760,111 |

  173. Pay Versus Performance Table

    | The fair value or change in fair value, as applicable, of stock awards was determined using the same methodology described above in Note 4(c). |

  174. Pay Versus Performance Table

    | (7) Company total shareholder return (“TSR”) is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |

  175. Pay Versus Performance Table

    | (8) This column represents cumulative peer group TSR computed in accordance with Note 7. The peer group used for this purpose is the following published industry index: S&P 600 Index. |

  176. Pay Versus Performance Table

    | (9) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |

  177. Pay Versus Performance Table

    | (10) This column represents Company EBITDA. See Compensation Discussion and Analysis above for how we defined Company EBITDA. |

  178. DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following charts of the relationships between information presented in the Pay versus Performance table. As illustrated in the tables below, while the Company’s performance across the disclosed financial measures improved, “compensation actually paid” decreased, in each case over the period covered by the disclosure. A $100 investment made in our shares at the end of fiscal 2020, assuming reinvestment of all dividends, grew to over $197 through the end of fiscal 2025; our net income grew from approximately $32.4 million in fiscal 2021 to approximately $204.1 million in fiscal 2025; and our EBITDA grew from approximately $150.3 million in fiscal 2021 to approximately $512.3 million in fiscal 2025. At the same time, fiscal 2025 “compensation actually paid” to our PEO, and the average fiscal 2025 “compensation actually paid” to our non-PEO NEOs, decreased relative to fiscal 2021.

  179. DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | 2026 PROXY STATEMENT | |

  180. OWNERSHIP OF GREENBRIER COMMON STOCK

    | (5) Excludes 11,250 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2025. |

  181. OWNERSHIP OF GREENBRIER COMMON STOCK

    | (6) Excludes 11,599 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2025. |

  182. OWNERSHIP OF GREENBRIER COMMON STOCK

    | (7) Excludes 6,481 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2025. |

  183. OWNERSHIP OF GREENBRIER COMMON STOCK

    | (8) Excludes 18,918 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2025. |

  184. OWNERSHIP OF GREENBRIER COMMON STOCK

    | (9) Includes 95,505 time-vesting RSUs that vest within 60 days after September 30, 2025, and/or 104,061 shares held in the Nonqualified Deferred Compensation Plan that the applicable individual has a right to acquire within 60 days after September 30, 2025. Fractional shares have been rounded to the nearest whole share. |

  185. WHY SHAREHOLDERS SHOULD VOTE TO APPROVE THE 2021 STOCK INCENTIVE PLAN, AS AMENDED

    | • | Reasonable Annual Limits on Non-Employee Director Compensation. The Amended Plan sets limits as to the total compensation that a non-employee director may receive during each fiscal year (for service as a non-employee director). |