Greenbrier Companies Inc 8-K, filed Oct 26, 2026
Greenbrier Companies Inc (GBX)
About this 8-K
Greenbrier Companies Inc filed this 8-K on October 26, 2026, reporting on events of October 24, 2026.
The Greenbrier Companies, Inc. entered a cooperation agreement with Atlas Holdings and appointed Emanuel Pearlman as a Class III director effective October 27, 2026, expanding its Board to 11 members; he will stand for election at the 2027 Annual Meeting. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 October 24, 2026, The Greenbrier Companies, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Atlas FRM LLC (d/b/a Atlas Holdings LLC) (“Atlas”) regarding the membership and composition of the Company’s board of directors (the “Board”) and related matters.
Pursuant to the Cooperation Agreement, the Company has agreed to, among other things, (i) appoint Emanuel R. Pearlman (the “New Director”) as a director of the Company, in the class of directors whose term expires at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”), and to the Audit Committee of the Board, in each case effective as of October 27, 2026 (the “Appointment Effective Date”), and (ii) include the New Director in the Company’s slate of nominees for election at the 2027 Annual Meeting, for a term expiring at the Company’s 2030 annual meeting of shareholders, and recommend that the Company’s shareholders vote in favor of his election at the 2027 Annual Meeting.
The Cooperation Agreement further provides that (i) if the New Director is unable or unwilling to serve, resigns or is removed as a director, or otherwise ceases to be a director, the Company and Atlas will cooperate to identify a mutually acceptable replacement director who satisfies certain director criteria, subject to the conditions specified in the Cooperation Agreement; and (ii) concurrently with the execution of the Cooperation Agreement, the New Director will deliver to the Company an irrevocable letter of resignation pursuant to which he will resign from the Board and all committees thereof, subject to acceptance by the Board, effective immediately upon Atlas or any of its affiliates publicly announcing or disclosing any proposal or offer to acquire all or a majority of the Company’s voting securities or all or substantially all of the Company’s assets.
The Cooperation Agreement also includes certain voting commitments and provides for limited sharing of non-public information, subject to confidentiality and trading restrictions. In connection with the Cooperation Agreement, Atlas entered into a confidentiality agreement with the Company, including customary standstill commitments among other provisions.
The Cooperation Agreement will remain in effect until the standstill restrictions in Atlas’ confidentiality agreement with the Company expire, subject to earlier termination by the Company, upon written notice, if (i) Atlas or any of its affiliates publicly announces or discloses a proposal or offer to acquire all or a majority of the Company’s voting securities, or all or substantially all of its assets, or (ii) Atlas materially breaches that confidentiality agreement and, if the breach can be cured, fails to cure it within ten business days after written notice from the Company.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On October 24, 2026, pursuant to the Cooperation Agreement, the Board increased the size of the Board from ten to eleven directors and appointed Mr. Pearlman to the Board, to serve in Class III, with a term that expires at the 2027 Annual Meeting, and to the Audit Committee of the Board, in each case, effective as of the Appointment Effective Date. Other than the Cooperation Agreement, there are no arrangements or understandings between Mr. Pearlman and any other person pursuant to which he was selected as a director.
Mr. Pearlman is an accomplished corporate governance professional with more than 35 years of experience spanning investment management, executive finance, operations and advisory positions with publicly traded and private companies. Mr. Pearlman is the Founder, Chair and Chief Executive Officer of Liberation Investment Group, LLC, an investment management and consulting firm that provides financial consulting, capital-structure advice and support for IPOs, acquisitions, mergers, restructurings and other complex financial matters. He brings extensive business leadership and financial advisory experience to the Company through his public- and private-company board service,
as well as his service on audit, compensation, finance and nominating and governance committees. He currently serves on the board of MidCap Financial Investment Corporation, a publicly traded business development company. Mr. Pearlman holds an AB in economics from Duke University and an MBA from Harvard Business School.
Mr. Pearlman will participate in the Company’s compensation program for non-employee directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2025. Mr. Pearlman will also enter into the Company’s standard form of indemnification agreement.
There are no transactions in which Mr. Pearlman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 26, 2026, the Company issued a press release announcing the appointment of Mr. Pearlman to the Company’s Board. A copy of that 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. |
Exhibit Description |
10.1 |
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99.1 |
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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.
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The Greenbrier Companies, Inc. |
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Date: October 26, 2026 |
By: |
/s/ Christian M. Lucky |
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Christian M. Lucky Senior Vice President, Chief Legal and Compliance Officer |
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Exhibit 10.1
Execution Version
COOPERATION AGREEMENT
This Cooperation Agreement, dated as of October 24, 2026 (this “Agreement”), is by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and Atlas FRM LLC (d/b/a Atlas Holdings LLC), a Delaware limited liability company (“Atlas”).
RECITALS
WHEREAS, the Company and Atlas have determined to come to an agreement with respect to certain matters relating to the composition of the Board of Directors of the Company (the “Board”) and certain other matters, as provided in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
If to the Company:
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
Attention: Christian Lucky
E-mail: christian.lucky@gbrx.com
with a copy (which shall not constitute notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
Attention: Steven J. Williams
Dotun Obadina
Email: swilliams@paulweiss.com
dobadina@paulweiss.com
Jones Day
250 Vesey Street
New York, New York 10281 -1047
Attention: Robert A. Profusek
Randi C. Lesnick
Email: raprofusek@jonesday.com
rclesnick@jonesday.com
If to Atlas:
c/o Atlas Holdings LLC
100 Northfield St.
Greenwich, CT 06830
Attention: Timothy Fazio
Michael O’Donnell
E-mail: tfazio@atlasholdingsllc.com
modonnell@atlasholdingsllc.com
with a copy (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention: Steven A. Seidman
Mark A. Cognetti
Laura H. Acker
E-mail: sseidman@willkie.com
mcognetti@willkie.com
lacker@willkie.com
[Signature Pages Follow]
IN WITNESS WHEREOF, each Party has executed this Agreement or caused the same to be executed by its duly authorized representative as of the date first above written.
THE GREENBRIER COMPANIES, INC.
By:
Name:
Title:
IN WITNESS WHEREOF, each Party has executed this Agreement or caused the same to be executed by its duly authorized representative as of the date first above written.
ATLAS FRM LLC
By:
Name:
Title:
EXHIBIT A
FORM OF IRREVOCABLE LETTER OF RESIGNATION
October [•], 2026
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
Ladies and Gentlemen:
This irrevocable resignation is delivered pursuant to that certain Cooperation Agreement (the “Agreement”), dated as of October [•], 2026, by and between The Greenbrier Companies, Inc. (the “Company”) and Atlas FRM LLC (d/b/a Atlas Holdings LLC) (“Atlas”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective immediately upon Atlas or any of its Affiliates making a Public Offer (as defined in the Agreement), and subject to the acceptance of this resignation by the Board, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.
This resignation may not be withdrawn by me at any time during which it is effective.
Sincerely,
[•]
Director
EXHIBIT B
PRESS RELEASE
Greenbrier Elects Emanuel Pearlman to Board of Directors
Lake Oswego, Oregon, October 26, 2026 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced that its Board of Directors (the “Board”) has elected Emanuel (Manny) Pearlman as a Class III director, effective October 27, 2026. Mr. Pearlman will stand for election to the Greenbrier Board at the 2027 Annual Meeting of Shareholders. The election of Mr. Pearlman is part of a cooperation agreement with Atlas Holdings and increases Greenbrier’s Board to 11 members.
“As we advance our strategy to drive operational execution, commercial performance and enhanced through-cycle results, Manny’s extensive experience in investment management and capital markets, and deep financial expertise bring valuable perspective to the Board,” said Admiral Thomas B. Fargo (USN Retired), Greenbrier’s Board Chair and Independent Director. “Greenbrier’s meaningful global demand and expanding market reach establish a strong foundation that supports shareholder value creation.”
In connection with the cooperation agreement, Atlas entered into a confidentiality agreement with Greenbrier, including customary standstill commitments, among other provisions.
About Manny Pearlman
Mr. Pearlman is an accomplished corporate governance professional with more than 35 years of experience spanning investment management, executive finance, operations and advisory positions with publicly traded and private companies.
Mr. Pearlman is the Founder, Chair and Chief Executive Officer of Liberation Investment Group, LLC, an investment management and consulting firm that provides financial consulting, capital-structure advice and support for IPOs, acquisitions, mergers, restructurings and other complex financial matters. He brings extensive business leadership and financial advisory experience to Greenbrier through his public- and private-company board service, as well as his service on audit, compensation, finance and nominating and governance committees. He currently serves on the board of MidCap Financial Investment Corporation, a publicly traded business development company.
Mr. Pearlman holds an AB in economics from Duke University and an MBA from Harvard Business School.
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 20,600 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, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. Factors that might cause such a difference include, but are not limited to, 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; and disruptions in the supply of materials and components used in production. More information on potential factors that could cause results to differ is included in Greenbrier's filings with the U.S. Securities and Exchange Commission (the “SEC”), including the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of its most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Backlog and orders are not necessarily indicative of future results of operations. Except as otherwise required by law, Greenbrier assumes no obligation to update any forward-looking statements or information, which speak only 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 made.
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Exhibit 99.1 |
News Release |
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One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000 |
www.gbrx.com |
For release: October 26, 2026, 4:05 p.m. EDT Contact: Jack Isselmann, Public Relations
Travis Williams, Investor Relations
Ph: 503-684-7000
Greenbrier Elects Emanuel Pearlman to Board of Directors
Lake Oswego, Oregon, October 26, 2026 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced that its Board of Directors (the “Board”) has elected Emanuel (Manny) Pearlman as a Class III director, effective October 27, 2026. Mr. Pearlman will stand for election to the Greenbrier Board at the 2027 Annual Meeting of Shareholders. The election of Mr. Pearlman is part of a cooperation agreement with Atlas Holdings and increases Greenbrier’s Board to 11 members.
“As we advance our strategy to drive operational execution, commercial performance and enhanced through-cycle results, Manny’s extensive experience in investment management and capital markets, and deep financial expertise bring valuable perspective to the Board,” said Admiral Thomas B. Fargo (USN Retired), Greenbrier’s Board Chair and Independent Director. “Greenbrier’s meaningful global demand and expanding market reach establish a strong foundation that supports shareholder value creation.”
In connection with the cooperation agreement, Atlas entered into a confidentiality agreement with Greenbrier, including customary standstill commitments, among other provisions.
About Manny Pearlman
Mr. Pearlman is an accomplished corporate governance professional with more than 35 years of experience spanning investment management, executive finance, operations and advisory positions with publicly traded and private companies.
Mr. Pearlman is the Founder, Chair and Chief Executive Officer of Liberation Investment Group, LLC, an investment management and consulting firm that provides financial consulting, capital-structure advice and support for IPOs, acquisitions, mergers, restructurings and other complex financial matters. He brings extensive business leadership and financial advisory experience to Greenbrier through his public- and private-company board service, as well as his service on audit, compensation, finance and nominating and governance committees. He currently serves on the board of MidCap Financial Investment Corporation, a publicly traded business development company.
Mr. Pearlman holds an AB in economics from Duke University and an MBA from Harvard Business School.
-More-
Greenbrier Elects Pearlman to Board of Directors (Cont.) Page 2
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 20,900 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, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. Factors that might cause such a difference include, but are not limited to, 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; and disruptions in the supply of materials and components used in production. More information on potential factors that could cause results to differ is included in Greenbrier's filings with the U.S. Securities and Exchange Commission (the “SEC”), including the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of its most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Backlog and orders are not necessarily indicative of future results of operations. Except as otherwise required by law, Greenbrier assumes no obligation to update any forward-looking statements or information, which speak only 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 made.
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