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Equity
 12 Months Ended
Aug. 31, 2025
Equity [Abstract]  
Equity

Note 13 — Equity

Stock Incentive Plan

The 2021 Stock Incentive Plan was approved by shareholders on January 6, 2021. The plan replaced the 2017 Amended and Restated Stock Incentive Plan. The 2021 Stock Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units and stock appreciation rights. As of August 31, 2025, 2.2 million shares were authorized under the 2021 Stock Incentive Plan, which includes 0.7 million shares previously reserved under the 2017 Amended and Restated Stock Incentive Plan.

On August 31, 2025, there were 0.8 million shares available for grant compared to 1.0 million and 1.2 million shares available for grant as of August 31, 2024 and 2023, respectively. There are no stock options, restricted shares, or stock appreciation rights outstanding as of August 31, 2025. The Company currently grants restricted stock units. Shares associated with restricted stock unit awards are not considered legally outstanding shares of common stock until they are issued following vesting. Restricted stock unit awards, including performance based awards, are entitled to participate in dividends.

During the years ended August 31, 2025, 2024, and 2023, the Company awarded restricted stock unit grants totaling 0.3 million, 0.4 million, and 0.5 million shares, respectively, which include performance based grants and dividend equivalent rights. For performance based awards granted during the years ended August 31, 2025, 2024, and 2023, the performance metrics included the Company’s total shareholder return relative to a designated peer group (Relative TSR), weighted 20%, in addition to an EBITDA metric, weighted 60%, and a return on invested capital (ROIC) metric, weighted 20%. Performance based award share payouts depend on the extent to which the performance goal has been achieved. The number of shares that a participant receives is equal to the award granted multiplied by a payout factor, which ranges from 0% to a maximum of 200%.

The fair value of awards granted, including performance based grants that did not contain a Relative TSR market condition, was determined based on the market closing price of the underlying shares on the date of grant. For the

awards granted with a Relative TSR market condition, the Company estimates the fair value using a Monte-Carlo simulation model utilizing the following key assumptions for such awards:

 

 

For the Year Ended August 31,

 

 

2025

 

 

2024

 

 

2023

 

 

Expected share price volatility (GBX)

 

 

44.8

%

 

 

45.0

%

 

 

54.0

%

 

Risk-free rate of return

 

 

3.9

%

 

 

5.0

%

 

 

4.4

%

 

 

 

 

 

 

 

 

 

 

 

 

The fair value of awards granted was $17.5 million, $17.3 million, and $12.4 million for the years ended August 31, 2025, 2024 and 2023, respectively. The grant date fair value of stock awarded under restricted stock unit grants is amortized as compensation expense over the vesting period of one to three years. Compensation expense recognized related to restricted stock unit grants for the years ended August 31, 2025, 2024 and 2023 was $17.5 million, $17.1 million, and $12.1 million, respectively, and was recorded in Selling and administrative and Cost of revenue on the Consolidated Statements of Income. Unamortized compensation cost related to restricted stock unit grants was $18.0 million as of August 31, 2025, which is expected to be recognized over a weighted average period of approximately two years.

During the year ended August 31, 2025, a total of 0.4 million restricted stock units vested, including shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. The following table summarizes the activity for the Company’s restricted stock unit grants, including performance based grants, under the 2021 Stock Incentive Plan:

(in thousands, except per unit amounts)

 

Number of Units

 

 

Weighted Average Grant Date Fair Value

 

Outstanding as of August 31, 2024

 

 

901

 

 

$

38.47

 

Granted 1

 

 

312

 

 

$

56.00

 

Incremental shares earned for performance 2

 

 

55

 

 

$

47.72

 

Vested 3

 

 

(363

)

 

$

43.02

 

Forfeited

 

 

(55

)

 

$

35.82

 

Outstanding as of August 31, 2025

 

 

850

 

 

$

43.71

 

 

 

 

 

 

 

 

1 Includes 143 thousand time-based and 169 thousand performance-based restricted stock unit awards.

2 For the 2022-2024 performance period, incremental shares earned includes 55 thousand additional shares awarded to participants based on the EBITDA criteria for which actual performance resulted in a payout above target.

3 Includes 171 thousand time-based and 192 thousand performance-based restricted stock units.

Share Repurchase Program

The Board of Directors has authorized the Company to repurchase in aggregate up to $100.0 million of the Company’s common stock. The program may be modified, suspended, or discontinued at any time without prior notice. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.

During the year ended August 31, 2025, the Company purchased a total of 517 thousand shares for $22.2 million under the current authorization of the share repurchase program. As of August 31, 2025, the amount remaining for repurchase under the current authorization of the share repurchase program was $77.8 million. During the years ended August 31, 2024 and 2023, the Company purchased 38 thousand shares for $1.3 million and 1.9 million shares for $56.9 million, respectively. Excise tax on shares repurchased is assessed at one percent of the fair market value of net shares repurchased and does not reduce the remaining share repurchase authorization. For the years ended August 31, 2025 and 2023, the Company recorded excise tax on shares repurchased of $0.1 million and $0.5 million, respectively, to Additional paid-in capital. No excise tax was recorded on shares repurchased for the year ended August 31, 2024.