6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2024

Commission File No. 000-56391

Greenbriar Sustainable Living Inc. (Translation of registrant's name into English)

632 Foster Avenue Coquitlam, British Columbia, Canada V3J 2L7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☑ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐

SUBMITTED HEREWITH

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, thereunto duly authorized.

Greenbriar Sustainable Living Inc.

/s/ Jeff Ciachurski ______________________________________ Jeff Ciachurski Chief Executive Officer

Date: February 16, 2024

Greenbriar Sustainable Living Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

NEWS RELEASE

Greenbriar announces dividend policy and expanded real estate project pipeline

Scottsdale, Arizona, February 16^th^, 2024 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") is pleased to announce that our new Greenbriar Director Chris Harvey, has recommended for executive approval, which is granted, a cash dividend policy whereby 35% of the annual free cash flow (FCF) derived from any of the company's projects, specifically at this time Sage Ranch and Montalva, will  be distributed to all shareholders via a future annual cash dividend that is in compliance with all standard and customary regulatory policies in both Canada and the United States. Further, starting prices at our Cardero Ranch project will be approximately USD $200,000 for a 650 square foot starters unit and the corporate terms for the entire project begins at a carried interest of 20% of the FCF net of third source funding. The project is outlined for 3,500 units of mixed use.

In addition, the company is actively engaged to acquire a sizeable entry-level housing project in both Southern Arizona and Hawaii.  Details on the projects to follow.

For new readers of Greenbriar, Chris Harvey was previously CEO of JP Morgan Securities. (part of JP Morgan Chase NYSE: JPM **** USD $4 Trillion AUM**)**

Chris began his career at JP Morgan 39 years ago, and helped build out the firm's overall investment banking capabilities. His roles included client banker, head of foreign exchange options, emerging markets derivatives, and then built an advisory and solutions team focused on corporate finance valuation, as well as tax and accounting efficiency. He was also responsible for reputational risk for the firm's investment bank in the Americas.

After spending several years as the Chief Country Officer for Japan, Chris then ran the Wealth Management business for all of Latin America, with his final position as the CEO of JP Morgan Securities for four years.

Chris is from Columbus, Ohio and holds a degree in Economics from Harvard College.

Greenbriar is named as one of the top performers on the TSXV Venture Exchange. The 2023 TSX Venture 50 celebrates the strongest performances on the TSX Venture Exchange (the "TSXV" or "the Exchange") over the last year. Comprised of 10 companies from each of five industry sectors, the ranking recognizes the strongest performance on the Exchange based on market capitalization growth, share price appreciation and trading volume.

We are extremely proud to have earned a 2023 TSX Venture Top 50 ranking, selected from 1,713 TSXV public companies. Since inception, Greenbriar has demonstrated its ability to successfully make and develop accretive acquisitions resulting in year-over-year asset growth.

About Greenbriar Capital Corp:

Greenbriar is a leading developer of sustainable real estate and renewable energy. With long-term, high impact projects and led by a successful industry-recognized operating and development team, Greenbriar targets deep valued sustainable assets directed at accretive shareholder value.

ON BEHALF OF THE BOARD OF DIRECTORS

"Jeff Ciachurski"

Jeffrey J. Ciachurski

Chief Executive Officer and Director

Ph: 949-903-5906

The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws and United States securities laws (together, "forward-looking statements"). All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the Debenture and the use of gross proceeds. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A (a copy of which is available under the Company's SEDAR profile at www.sedar.com*). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.*

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	"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023.<br>TSX Venture 50 is a trade-mark of TSX Inc. and is used under license."<br><br>Toronto Venture Exchange Symbol: GRB	US OTC Symbol: GEBRF