UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 431, 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.)
(State ofIncorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035 ~~(Address of principal executive offices) (Zip Code)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code:~~ (~~503)~~Zip ~~684-7000~~Code)

(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)~~:


☐	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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon 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 5.0103 Amendments ~~Entry~~to ~~into~~Articles aof ~~Material~~Incorporation ~~Definitive~~or ~~Agreement.~~Bylaws; Change in Fiscal Year

On ~~February 4~~March 31, 2026, ~~GBX~~the ~~Leasing~~Board ~~2022-1~~of ~~LLC~~Directors (the “~~Issuer~~Board”), ~~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~~Company”) approved and ~~(ii) an~~adopted ~~aggregate~~amendments ~~principal amount of $19,575,000 of the Issuer’s Secured Railcar Equipment Notes, Series 2026-1 Class B~~ (the “~~Class B Notes~~Amendment”) ~~(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~~Company’s ~~Indenture”)~~Amended ~~between the Issuer~~ and ~~U.S.~~Restated ~~Bank~~Bylaws ~~Trust Company, National Association,~~ (as ~~indenture~~so ~~trustee~~amended, asthe ~~supplemented by a Series 2026-1 Supplement dated February 4, 2026 (~~“~~Series~~Amended ~~2026-1 Supplement~~Bylaws” ~~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~~Amendment ~~are~~includes ~~obligations~~multiple amendments to the Company’s Amended and Restated Bylaws and, among other things, (i) clarifies the procedural authority of the ~~Issuer~~presiding ~~only.~~officer ~~The~~to ~~Notes~~adjourn ~~are~~shareholder ~~secured~~meetings bywithout a ~~portfolio~~shareholder ofvote ~~railcars~~in specified circumstances, and ~~operating~~(ii) ~~leases~~revises ~~thereon~~the ~~acquired~~advance notice deadline for shareholders to bring shareholder proposals and/or ~~owned~~director bynominations before annual meetings to not later than the ~~Issuer~~close (of business on the ~~“Railcar~~90th ~~Portfolio”)~~day ~~and~~nor ~~other~~earlier ~~assets~~than the close of business on the ~~Issuer.~~120th day prior to the one-year anniversary of the preceding year’s annual meeting, except in limited circumstances.

~~While the stated final maturity of the Notes is February 22~~Accordingly, ~~2056,~~for ~~cash~~director ~~flow~~nominations ~~from~~or ~~the~~shareholder ~~Issuer’s~~proposals ~~assets~~to ~~will~~ be ~~applied~~brought ~~pursuant~~before to the ~~payment~~2027 ~~priorities~~Annual Meeting of ~~the~~Shareholders ~~Indenture so as to amortize~~ (the ~~Notes~~“2027 toAnnual ~~achieve~~Meeting”), ~~monthly~~other ~~targeted~~than ~~principal~~proposals ~~balances.~~submitted Ifpursuant ~~the~~to ~~cash~~Rule ~~flow~~14a-8 ~~assumptions~~under ~~used in determining~~ the ~~targeted~~Securities ~~balances~~Exchange ~~are~~Act ~~met, it is anticipated that the Notes will be repaid well in advance~~ of ~~their stated final maturity date. There can be no assurance~~1934, ~~however,~~as ~~that~~amended ~~such~~(the ~~cash~~“Exchange ~~flow assumptions will be realized. In addition~~Act”), ~~the~~written ~~Notes~~notice ~~may~~must be ~~subject~~delivered to ~~acceleration upon the occurrence of certain events of default under the Indenture~~, ~~including~~or amailed ~~failure to pay interest on the Notes,~~ and areceived ~~failure of the Notes to amortize to the extent that~~by, ~~over time,~~ the ~~outstanding~~Secretary ~~principal balance~~ of the ~~Notes~~Company ~~was~~not toearlier ~~eventually~~than ~~exceed~~ the ~~sum~~close of ~~the~~business ~~depreciated~~on ~~value~~September of9, ~~the~~2026 ~~Railcar Portfolio~~ and ~~the~~not ~~amounts~~later onthan ~~deposit~~the inclose ~~certain accounts~~ of ~~the~~business ~~Issuer.~~on ~~The~~October ~~decision~~9, ~~whether~~2026, toat ~~accelerate or exercise other remedies against~~ the ~~Issuer~~following ~~and~~address: ~~its~~The ~~assets~~Greenbrier ~~will~~Companies, beInc., ~~under~~One ~~the~~Centerpointe ~~control~~Drive, ofSuite ~~holders~~200, ~~representing~~Lake aOswego, ~~majority~~Oregon of97035 ~~the~~Attention: ~~senior~~Adam ~~class~~Waks, ofCorporate ~~the outstanding principal balance of the Notes~~Secretary.

~~The~~In ~~Issuer~~addition, ~~purchased~~ the ~~Railcar~~deadline ~~Portfolio~~for ~~directly~~shareholders ~~from~~to ~~each~~submit ofproposals ~~GBXL and GBXL I, LLC (“GBXL I”), a wholly-owned direct subsidiary of GBXL~~ pursuant to aRule ~~Purchase~~14a-8 ~~and~~under ~~Contribution Agreement, dated February 9, 2022, between~~ the ~~Issuer,~~Exchange ~~GBXL~~Act and ~~GBXL I (~~the ~~“Purchase~~deadline ~~and~~for ~~Contribution~~any ~~Agreement”).~~person ~~Net~~intending ~~proceeds~~to ~~received~~solicit ~~from~~proxies at the ~~railcars~~2027 ~~acquired~~Annual Meeting in ~~connection~~support ~~with the issuance~~ of ~~the~~director ~~Notes~~nominees ~~will~~other bethan ~~used~~the ~~for~~Company’s ~~general~~nominees ~~corporate~~pursuant ~~purposes.~~to ~~GBX~~Rule ~~Leasing 2022~~14a-119 ~~(Canada)~~under ~~Ltd.~~the ~~will~~Exchange ~~lease-in~~Act, ~~certain~~previously ~~railcars~~announced ~~from~~in the ~~Issuer~~Company’s ~~and~~proxy ~~lease-out~~statement ~~such~~for ~~railcars~~the to2026 ~~certain~~Annual ~~lessees~~Meeting ~~and~~of ~~will acquire certain leases from GBXL~~Shareholders, ~~GBXL~~remain ~~I or GBXL I (Canada) Ltd~~unchanged.

AsThe ~~noted~~foregoing ~~above,~~summary of the ~~Notes~~Amendment ~~are~~does ~~solely~~not ~~the~~purport ~~obligations~~to ofbe ~~the~~complete ~~Issuer. GBXL~~ and ~~GBXL~~is Iqualified ~~have,~~in ~~however,~~its ~~entered~~entirety ~~into~~by ~~certain~~reference ~~agreements relating~~ to the ~~transfer~~full text of the ~~Railcar~~Amended ~~Portfolio to the Issuer and Greenbrier Management Services~~Bylaws, ~~LLC~~a ~~has~~copy ~~entered~~of ~~into~~which ~~certain~~is ~~agreements~~attached ~~relating~~hereto toas ~~the~~Exhibit ~~management and servicing of the Issuer’s assets~~3.1 ~~These~~to ~~agreements~~this ~~contain~~Current ~~certain~~Report ~~representations,~~on ~~undertakings~~Form ~~and~~8‑K ~~indemnities customary for asset sellers~~ and ~~service~~incorporated ~~providers~~herein inby ~~transactions of this type~~reference.

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.

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

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.

Item 7.01 Regulation FD Disclosure

On ~~February 4~~March 31, 2026, ~~Greenbrier~~the Company issued a press ~~release~~releasing announcing ~~the~~a ~~closing~~cash dividend of $0.34 per share. The dividend will be payable on May 11, 2026, to all holders of record of the ~~issuance~~Company’s common stock as of the ~~Notes~~close of business on April 20, 2026. A copy of the press release isannouncing ~~furnished~~the ~~herewith~~dividend is attached as Exhibit 99.1.

The information ~~furnished~~set ~~pursuant~~forth tounder 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 orof ~~the~~1933, ~~Exchange~~as ~~Act~~amended, ~~except~~regardless asof ~~expressly~~any ~~set~~general ~~forth~~incorporation language in such filing, unless expressly incorporated by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
ExhibitNo.		Description
99.1		Press release of The Greenbrier Companies, Inc., dated February 4, 2026
3.1		Amended and Restated Bylaws of The Greenbrier Companies, Inc., dated March 31, 2026
99.1		Press Release dated April 1, 2026 of The Greenbrier Companies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~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~~thereunto duly authorized.

		THE GREENBRIER COMPANIES, INC.	~~THE GREENBRIER COMPANIES, INC.~~
Date: February 4, 2026			By:	/s/ Michael J. Donfris
Date:	April 1, 2026	By:	/s/ Michael J. Donfris
			Michael J. Donfris	~~Michael J. Donfris~~
			Senior Vice President, Chief Financial Officer	~~Senior Vice President, Chief Financial Officer~~

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