8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2023

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

(503) 684-7000

Registrant’s telephone number, including area code

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On April 12, 2023, Lorie Tekorius, Chief Executive Officer and President of The Greenbrier Companies, Inc. (the “Company”), and other members of the Company’s leadership team participated in the Company’s inaugural investor day meeting. In connection with the meeting, the Company issued the press release attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1, which is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information set forth under this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth under this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Greenbrier highlights market-leading position and growth strategy

Details competitive advantages, strategic priorities, and multi-year outlook at its first Investor Day

Lake Oswego, Oregon, April **12, 2023 –**The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), today hosted its inaugural Investor Day in New York, during which members of the company’s leadership team discussed Greenbrier’s market-leading position and diverse capabilities, strategic priorities, and multi-year outlook.

Lorie Tekorius, Chief Executive Officer & President said, “We are pleased to have shared our vision and long-term plan with the investment community during our first-ever Investor Day. Building on Greenbrier’s long history, we continue to evolve the company to keep improving its performance over economic cycles. As a result of our actions, we expect Greenbrier to maximize its financial performance during periods of strong market demand and stabilize performance at higher levels when demand is less favorable. We are executing multiple initiatives to deliver these outcomes. By achieving these goals, we will continue our long history of delivering value to shareholders.”

Topics discussed during the Investor Day included Greenbrier’s:

Additionally, Greenbrier unveiled long-term financial targets, including:

A webcast replay of the Investor Day will be available for 90 days at investors.gbrx.com following the live presentations.

-More-

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Through its wholly-owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our rail services business unit. Greenbrier owns a lease fleet of 12,300 railcars that originate primarily from Greenbrier’s manufacturing operations. As of March 31, 2023, Greenbrier manages 438,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and to other railcar owners in North America. Learn more about Greenbrier at www.gbrx.com.

Forward-Looking Statements

This press release may contain forward-looking statements, including statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “capability,” “continue,” “evolve,” “execute,” “expect,” “grow,” “keep,” “long-term,” “target,” “underway,” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and important factors that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Such risks, uncertainties and important factors that might cause such a difference include, but are not limited to, the following: an economic downturn and economic uncertainty; inflation (including rising energy prices, interest rates, wages and other escalators) and policy reactions thereto (including actions by central banks); disruptions in the supply of materials and components used in the production of our products; the war in Ukraine and related events, and the COVID-19 pandemic, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, operations and supply disruptions and labor shortages). There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including the risks, uncertainties and factors described in more detail in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed Annual Report on Form 10-K. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

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