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): February 4, 2026

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (503) 684-7000

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 February 4, 2026, GBX Leasing 2022-1 LLC (the “Issuer”), a Delaware limited liability company and a wholly owned special purpose subsidiary of GBX Leasing, LLC (“GBXL”), a Delaware limited liability company and a wholly-owned subsidiary of The Greenbrier Companies, Inc. (“Greenbrier”) issued (i) an aggregate principal amount of $280,425,000 of the Issuer’s Secured Railcar Equipment Notes, Series 2026-1 Class A (the “Class A Notes”) and (ii) an aggregate principal amount of $19,575,000 of the Issuer’s Secured Railcar Equipment Notes, Series 2026-1 Class B (the “Class B Notes”) (the Class A Notes and the Class B Notes are, collectively, the “Notes”). The Notes were issued pursuant to a Master Indenture, dated February 9, 2022 (the “Master Indenture”) between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee, as supplemented by a Series 2026-1 Supplement dated February 4, 2026 (“Series 2026-1 Supplement” together with the Master Indenture, the “Indenture”). The Notes bear interest at fixed rates as follows: (i) the Class A Notes at 5.13% and (ii) the Class B Notes at 5.30%. The Notes are payable monthly, and have a stated final maturity date of February 22, 2056.

The Notes are obligations of the Issuer only. The Notes are secured by a portfolio of railcars and operating leases thereon acquired and owned by the Issuer (the “Railcar Portfolio”) and other assets of the Issuer.

While the stated final maturity of the Notes is February 22, 2056, cash flow from the Issuer’s assets will be applied pursuant to the payment priorities of the Indenture so as to amortize the Notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the Notes will be repaid well in advance of their stated final maturity date. There can be no assurance, however, that such cash flow assumptions will be realized. In addition, the Notes may be subject to acceleration upon the occurrence of certain events of default under the Indenture, including a failure to pay interest on the Notes, and a failure of the Notes to amortize to the extent that, over time, the outstanding principal balance of the Notes was to eventually exceed the sum of the depreciated value of the Railcar Portfolio and the amounts on deposit in certain accounts of the Issuer. The decision whether to accelerate or exercise other remedies against the Issuer and its assets will be under the control of holders representing a majority of the senior class of the outstanding principal balance of the Notes.

The Issuer purchased the Railcar Portfolio directly from each of GBXL and GBXL I, LLC (“GBXL I”), a wholly-owned direct subsidiary of GBXL pursuant to a Purchase and Contribution Agreement, dated February 9, 2022, between the Issuer, GBXL and GBXL I (the “Purchase and Contribution Agreement”). Net proceeds received from the railcars acquired in connection with the issuance of the Notes will be used for general corporate purposes. GBX Leasing 2022-1 (Canada) Ltd. will lease-in certain railcars from the Issuer and lease-out such railcars to certain lessees and will acquire certain leases from GBXL, GBXL I or GBXL I (Canada) Ltd.

As noted above, the Notes are solely the obligations of the Issuer. GBXL and GBXL I have, however, entered into certain agreements relating to the transfer of the Railcar Portfolio to the Issuer and Greenbrier Management Services, LLC has entered into certain agreements relating to the management and servicing of the Issuer’s assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type.

The Notes were offered and sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons who are not U.S. persons in offers and sales that occur outside the United States in reliance on Regulation S under the Securities Act, pursuant to a Note Purchase Agreement, dated January 27, 2026, between the Issuer and the initial purchasers party thereto.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The foregoing description of the Indenture and the Purchase and Contribution Agreement is a summary and does not purport to be complete. The Master Indenture is subject to, and qualified in its entirety by, the full text of the Master Indenture which is filed as Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 6, 2022 which is incorporated herein by reference.

The disclosure required by this item and contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On February 4, 2026, Greenbrier issued a press release announcing the closing of the issuance of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including the information contained in Exhibit 99.1 hereto, 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 that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(d) Exhibits

SIGNATURE

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

News Release<br> <br><br><br><br>One Centerpointe Drive, Suite 200, Lake Oswego, Oregon97035 503-684-7000	<br><br><br><br><br> <br><br><br><br>www.gbrx.com
For immediate release: February 4, 2026	Contacts: Travis Williams, Investor Relations<br><br><br>Jack Isselmann, Media Relations<br><br><br>Ph:<br>503-684-7000
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Greenbrier Successfully Completes Railcar Asset-Backed Securities Issuance

Attractive long-term, non-recourse financing supports continued growth of recurring revenue

Lake Oswego, O regon, February 4 , 202 6 **–**The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced the completion of an offering of railcar asset-backed securities (“ABS”) securing long-term financing for our leasing business.

GBX Leasing 2022-1 LLC, an indirect wholly-owned special purpose subsidiary of Greenbrier, issued an aggregate principal amount of $300 million of its Series 2026-1 Class A and Class B Notes (“Notes”) with a blended interest rate of 5.2% and a 2^1^/2 year call feature. The Notes are rated “AA” and “A” by S&P Global Ratings, have weighted average lives of approximately 6.7 and 7.0 years, respectively, and are secured by railcars and associated operating leases. The securitization will be consolidated on Greenbrier’s balance sheet but is non-recourse to Greenbrier.

“The strong demand from investors for this ABS issuance reflects continued market confidence in the performance of Greenbrier’s railcar portfolios, supported by stable utilization and predictable cash flows. This transaction’s favorable terms indicate the durability of our manufacturing platform and support for our disciplined long-term strategy. We appreciate the ongoing commitment from our financing partners as we grow our business and invest in our railcar fleet,” said Lorie L. Tekorius, CEO and President.

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 in North America, Europe, Brazil, and the Middle East. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America. Greenbrier owns a lease fleet of approximately 17,000 railcars that originate primarily from Greenbrier’s manufacturing operations. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and 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 “confidence”, “demand”, “durability”, “indicate”, “ongoing” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about our leasing performance, leasing strategy, financing, cash flow, and other information regarding future performance and strategies and appear throughout this press release. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following: an economic downturn and economic uncertainty; changes to tariffs or

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import duties, including retaliatory tariffs; changes in macroeconomic policies; inflation (including rising energy prices, interest rates, wages and other escalators) and policy reactions thereto (including actions by central banks). More information on potential factors that could cause our results to differ from our forward-looking statements is included 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 and any subsequent Quarterly Reports on Form 10-Q. 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.