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): May 05, 2026

    

THE GREENBRIER COMPANIES, INC.

(Exact name of Registrant as Specified in Its Charter)


Oregon	001-13146	93-0816972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Centerpointe Drive Suite 200
Lake Oswego, Oregon		97035
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (503) 684-7000

    

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock without par value	GBX	New York Stock Exchange

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. ☐

Item 1.01 - Entry into a Material Definitive Agreement

On May 5, 2026 (the “Effective Date”), The Greenbrier Companies, Inc. (“Greenbrier”) entered into a Sixth Amendment to Fourth Amended and Restated Credit Agreement (the “Sixth Amendment”), with Bank of America, N.A. (“BofA”), as Administrative Agent (the “Facility Agent”), the guarantors party thereto, and the lenders party thereto, which amends that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended prior to the Effective Date, the “Original Credit Facility”), by and among Greenbrier, the Facility Agent, the lending institutions party thereto from time to time, and the other parties party thereto.

In addition, on the Effective Date, Greenbrier Leasing Company LLC (“GLC”), a wholly-owned subsidiary of Greenbrier, entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”), with BofA, as Administrative Agent (the “Term Agent”), and the lenders party thereto, which amends that certain Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended prior to the Effective Date, the “Original Term Facility”), by and among GLC, the Term Agent, and the lending institutions party thereto from time to time.

Sixth Amendment to Original Credit Facility

The Sixth Amendment provides for removal of the “SOFR Adjustment” in respect of interest rates determined with reference to Term SOFR and makes certain conforming changes related thereto.

Third Amendment to Original Term Facility

The Third Amendment provides for (i) a refinancing of the existing term loans under the Original Term Facility, resulting in aggregate term loans outstanding on the Effective Date of $300 million (the “Amended Term Loan”) and (ii) a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) in an aggregate amount of up to $125 million (“Delayed Draw Term Loans”), which has an availability period of six (6) months from the Effective Date and is subject to the satisfaction of certain conditions. The proceeds from the Amended Term Loan and Delayed Draw Term Loans will be used for general corporate purposes (including to expand GLC’s leasing fleet). The interest rate of the Amended Term Loan and the Delayed Draw Term Loans is the same as the existing term loans under the Original Term Facility; the maturity date of the Amended Term Loan and the Delayed Draw Term Loans is May 5, 2032. A commitment fee is required to be paid on the undrawn portion of the Delayed Draw Term Loan Facility.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 7.01 - Regulation FD Disclosure

On May 5, 2026, The Greenbrier Companies, Inc. issued a press release announcing the new term loans. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit

No. Description

99.1 Press Release dated May 5, 2026 of The Greenbrier Companies, Inc. announcing the new term loans.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.



	THE GREENBRIER COMPANIES, INC.

Date: May 5, 2026	By:	/s/ Michael J. Donfris
		Michael J. Donfris
		Senior Vice President, Chief Financial Officer


	Exhibit 99.1
News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com

For immediate release: May 5, 2026 Contacts: Travis Williams, Investor Relations

Jack Isselmann, Media Relations

Ph: 503-684-7000

Greenbrier Announces New $425 Million Leasing Term Loan

Long-term, non-recourse financing supports continued expansion of recurring revenue

Lake Oswego, Oregon, May 5, 2026 –The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, announced today that its Greenbrier Leasing Company subsidiary has entered into a new $425 million term loan, with improved pricing and terms, to finance the continued growth of its lease fleet. The new loan is non-recourse to Greenbrier, replaces the existing leasing term loan set to mature in August 2027, and extends the maturity to May 2032.

At closing, $300 million of the term loan will be drawn. Greenbrier intends to use $125 million of delayed draw commitments to purchase railcars in the secondary market during fiscal 2026.

Lorie Tekorius, Chief Executive Officer & President said, “This debt replacement provides efficient, long-term funding to support the continued growth of our lease fleet. Expanding our leasing platform is a strategic priority, enabling us to increase recurring revenue and generate attractive, tax-advantaged cash flows through our disciplined approach to capital allocation and leverage. We appreciate the continued support of our banking partners, which demonstrates confidence in Greenbrier’s strategy and business model.”

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, and Brazil. 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 16,800 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”, “continue,” “grow,” “increase,” “recur” 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

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Greenbrier announces new leasing term loan… (Cont.)	Page 2

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 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.

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