Note 14 – Commitments and Contingencies

Portland Harbor Superfund Site

The Company has been identified as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency (EPA) in connection with the Company’s former Portland, Oregon manufacturing facility (Portland Property), which is within the boundary of the Portland Harbor Superfund Site. The Company sold the Portland Property in May 2023.

The EPA’s January 6, 2017 record of decision (ROD) for the Portland Harbor Superfund Site identifies a cleanup remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of -30% to +50%, but this ROD states that changes in costs are likely to occur. Multiple PRPs and the EPA have been conducting remedial design studies for several years and the work continues. Remedial action will follow remedial design.

Approximately 100 parties, including the State of Oregon and the federal government, are participating in a non-judicial, mediated allocation process to try to allocate costs associated with remediation of the Portland Harbor Superfund Site. Some allocation participants that have received a Special Notice Letter from the EPA, including the Company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.

A suit filed by the Company and other PRPs against 69 other parties for cost recovery, Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court for the District of Oregon, Case #3:09-cv-453-PK, has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.

The Confederated Tribes and Bands of the Yakama Nation have sued 30 parties, including the Company, for unspecified costs incurred in assessing alleged natural resource damages to the Lower Columbia River and Multnomah Channel from contaminants deposited at the Portland Harbor Superfund Site. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., U.S. District Court for the District of Oregon, Portland Division, Case No. 3:17-CV-00164. The Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028.

Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date as part of the allocation process. The Company also continues to investigate potential historical sources of contamination from the Portland Property to the Willamette River under oversight from the Oregon Department of Environmental Quality. Because environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for cleanup costs or damages to natural resources.

Any of the above matters could adversely affect the Company’s business and Consolidated Financial Statements. However, any contamination or exacerbation of contamination that occurs after the sale of the Portland Property will be the liability of the current and future owners and operators of the Portland Property.

U.S. Customs and Border Protection’s Freight Rail Coupler Investigation

In August 2025, the U.S. Customs and Border Protection (CBP) published a Notice of Initiation of Investigation and Interim Measures under the Enforce and Protect Act against Greenbrier. The CBP stated that it is investigating whether the Company evaded certain duty orders (the Orders) on freight rail couplers and parts from Mexico and/or China.

In May 2026, CBP issued a Notice of Determination (the Determination) that the Company evaded antidumping and countervailing duties (AD/CVD) on certain freight rail couplers (FRCs) attached to newly-built railcars during the Period of Investigation (POI) dating to April 2024. The Determination ordered the Company to rectify any noncompliance with provisions of admission of railcars to which FRCs subject to the Orders were affixed and to henceforth require the Company to file formal consumption entries for FRCs subject to the Orders. CBP did not specify any amount of Company liability for FRCs subject to the Orders admitted into the United States as part of the Company’s movement of newly-built railcars from the start of the POI to the Determination. Greenbrier is fully cooperating with CBP on this matter. The Company has filed an administrative appeal of the Determination. At this time, the Company is unable to estimate a potential loss, and the likelihood of loss is not probable.

Other Litigation, Commitments and Contingencies

From time to time, the Company is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company's Consolidated Financial Statements.

As of May 31, 2026, the Company had outstanding letters of credit aggregating to $29.3 million associated with performance guarantees, facility leases and workers compensation insurance.