8-K

THE GREENBRIER COMPANIES, INC.

Date: June 23, 2025

/s/ Christian M. Lucky

Senior Vice President, Chief Legal and Compliance Officer

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): June 19, 2025

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon

001-13146

93-0816972

(State

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035

(Address of principal executive offices) (Zip 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:

☐	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2025, the board of directors (the “Board”) of The Greenbrier Companies, Inc. (the “Company”) increased the size of the Board from eight to ten members and appointed Stevan Bobb and Jeffrey Songer to the newly created board seats, to serve on the Board beginning on June 19, 2025, as a Class III and Class I director, respectively. Messrs. Bobb and Songer will stand for election at the Company’s next annual meeting of shareholders in 2026 in accordance with the Company’s bylaws. Messrs. Bobb and Songer have not yet been appointed to serve as members of any Board committee.

Messrs. Bobb and Songer 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 14, 2024.

There are no other arrangements or understandings between each of Messrs. Bobb and Songer and any other person pursuant to which Messrs. Bobb and Songer, each respectively, were selected as members of the Board. In addition, there are no transactions in which either Messrs. Bobb and Songer have an interest that are required to be disclosed under Item 404(a) of SEC Regulation S-K.

Item 7.01

Regulation FD Disclosure.

On June 23, 2025, the Company issued a press release announcing the election of Messrs. Bobb and Songer 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.		Description

99.1		Press release of The Greenbrier Companies, Inc., dated June 23, 2025.

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 thereunto duly authorized.

SEC Form 8-K filed by Greenbrier Companies Inc.