Form 8-K

8-K — GREENBRIER COMPANIES INC

Accession: 0001193125-26-376734

Filed: 2026-08-31

Period: 2026-08-26

CIK: 0000923120

SIC: 3743 (RAILROAD EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d111664d8k.htm (Primary)

EX-99.1 (d111664dex991.htm)

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8-K

8-K (Primary)

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8-K

GREENBRIER COMPANIES INC false 0000923120 0000923120 2026-08-26 2026-08-26

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) August 26, 2026

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 (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(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 August 26, 2026, Lorie L. Tekorius, the Chief Executive Officer and President of The Greenbrier Companies, Inc. (the “Company”), informed the Board of Directors (the “Board”) of the Company that she has chosen to retire from her role as Chief Executive Officer and President, effective January 6, 2027. Following the effective date of her departure, Ms. Tekorius is expected to provide transition services to the Company to support an orderly leadership transition. The terms of any such arrangement will be disclosed by the Company upon finalization. Ms. Tekorius, a Class III director whose term expires at the 2027 Annual Meeting of Shareholders, will not stand for re-election at such shareholder meeting. The Board expresses its appreciation for Ms. Tekorius’s service and contributions to the Company and the Board.

On August 26, 2026, following the Board’s succession planning process, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Brian J. Comstock as Ms. Tekorius’s successor as Chief Executive Officer and President of the Company. Mr. Comstock’s appointment will become effective January 6, 2027 upon Ms. Tekorius’s departure. It is expected that Mr. Comstock will succeed Ms. Tekorius on the Board.

Mr. Comstock, 64, currently serves as the Company’s Executive Vice President & President, The Americas, a position he has held since January 2024. Mr. Comstock has served in various other management positions for the Company since 1998, most recently as Executive Vice President, Chief Commercial and Leasing Officer, and prior to that, as Executive Vice President, Sales and Marketing.

There are no arrangements or understandings between Mr. Comstock and any other persons pursuant to which he was selected as the Company’s Chief Executive Officer and President. There are also no family relationships between Mr. Comstock and any director or executive officer of the Company, and Mr. Comstock has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on August 31, 2026 reporting the matters disclosed in this Item 5.02 is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release dated August 31, 2026 of The Greenbrier Companies, Inc. announcing leadership transition.

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.

THE GREENBRIER COMPANIES, INC.

Date: August 31, 2026

By:

/s/ Christian M. Lucky

Christian M. Lucky

Senior Vice President, Chief Legal and Compliance Officer

EX-99.1

Filename: d111664dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

News Release

One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000

www.gbrx.com

For release: August 31, 2026, 4:05 p.m. EDT

Contacts: Travis Williams, Investor Relations

Jack Isselmann, Media Relations

Ph:

503-684-7000

Greenbrier Announces CEO Succession Upon Planned Retirement of Lorie Tekorius

~Tekorius to step down from role as CEO and President effective January 6, 2027~

~Comstock selected as next President and CEO~

Lake Oswego, Oregon, August 31, 2026 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”),

a leading international supplier of equipment and services to global freight transportation markets, today announced that Chief Executive Officer (CEO) and President Lorie Tekorius has chosen to retire from her role as CEO and President, effective

January 6, 2027, following Greenbrier’s Annual Meeting of Shareholders. Brian Comstock, Executive Vice President and President, The Americas, will immediately succeed Tekorius as President and CEO. These actions are part of the

Board’s long-term leadership succession planning process.

During her more than three decades with Greenbrier, Tekorius helped shape

its growth, culture and operational performance while strengthening its position as a leading supplier of freight railcar equipment and services. Since joining Greenbrier in 1995, Tekorius has held positions of increasing operational leadership and

financial impact, building trust and confidence from leadership to the shop floor and influence across the freight rail industry. Prior to her promotion to CEO and President in 2022, she served as President and Chief Operating Officer, and earlier

as Executive Vice President and Chief Financial Officer.

Under Tekorius’ leadership, Greenbrier continued to advance its position

as a leading designer and builder of freight railcars, deepen customer and industry relationships, and pursue initiatives to balance and strengthen the organization for long-term performance through leasing and services.

Comstock’s broad experience across operations, commercial strategy, leasing, sales and international affiliates positions him to guide

Greenbrier’s next phase of execution and growth while maintaining continuity in Greenbrier’s customer-focused operating model.

Board Chair and Independent Director, Admiral Thomas B. Fargo (USN Retired), said, “Under Lorie’s leadership, Greenbrier

successfully navigated unique market challenges while strengthening its commercial position, advancing operational excellence and positioning the business for long-term growth. She both streamlined the business and made it more profitable. She

earned respect across the freight rail industry and represented Greenbrier with distinction, as reflected in recognitions such as Railway Age’s Women in Rail, Portland Business Journal Executive of the Year, the National Association of

Manufacturers’ STEP Ahead Award, and her service on the Federal Reserve Bank of San Francisco’s Portland Branch Board. The Board extends its deepest appreciation for her many contributions.”

-More-

Greenbrier Announces CEO Succession Plan... (Cont.)

Page 2

Fargo continued, “The Board conducted a thoughtful and disciplined succession process

focused on ensuring continuity of leadership while positioning Greenbrier for future success. Across roles of increasing responsibility, Brian has leveraged our scale, streamlined Greenbrier’s operational structure, driven growth and empowered

employees across the organization. The Board and I are confident that Brian is the right leader for Greenbrier now and into the future.”

Comstock has more than 45 years of railroad industry experience, including nearly three decades at Greenbrier. He has led Greenbrier’s

commercial, leasing and operating functions and currently serves as Executive Vice President & President, The Americas, overseeing operations in the United States, Canada, Mexico and Brazil. Before Greenbrier, Comstock held senior

operations and commercial roles with Transco Industries, Transco Railway Products and Trinity Industries. He serves on the boards of several Greenbrier affiliates, including Greenbrier GIMSA, Greenbrier Maxion, GBX Leasing and the Supervisory Board

of Greenbrier Europe, as well as on the board of Columbia Machine, Inc., a privately held global provider of factory automation equipment design and manufacturing based in Vancouver, Washington.

Comstock said, “I want to thank the Board and Lorie for entrusting me with this opportunity. I have had the privilege of working side by

side with Lorie for more than two decades. From supporting the men and women in our operations to guiding our talented commercial and leasing teams, leading Greenbrier’s people has been the most significant part of my professional journey. I

look forward to working with Lorie through this transition as we continue to advance our strategy and position Greenbrier for long-term success.”

Tekorius said, “It has been an honor to lead Greenbrier and work alongside remarkable teams, customers and partners. I am proud of what

we have accomplished together, and I am confident this is the right moment to begin a seamless transition to Greenbrier’s next chapter of growth. Brian deeply understands our business, our customers and our culture. Brian and the leadership

team possess the experience, capabilities and commitment to Greenbrier’s amazing workforce needed to sustain its strength in freight rail transportation. I look forward to watching the next chapters of the Greenbrier story unfold.”

Tekorius, a Class III director whose term expires at the 2027 Annual Meeting of Shareholders, will not stand for re-election at that meeting. After the date of her departure, she is expected to provide transition services to support an orderly leadership transition. It is expected that Comstock will succeed Tekorius on

Greenbrier’s Board of Directors.

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.

-More-

Greenbrier Announces CEO Succession Plan (Cont.)

Page 3

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Greenbrier uses words, and

variations of words, such as “believe,” “continue,” “expect,” “future,” “growth,” “intend,” “long-term,” “look forward,” “plan,”

“position,” “succeed,” “succession,” “sustain,” “transition,” “will” and similar expressions to identify forward-looking statements. These forward-looking statements include,

without limitation, statements regarding Greenbrier’s planned leadership transition; the anticipated continuity, effectiveness and benefits of the leadership transition; and Greenbrier’s future strategy, execution, growth, performance

and success. 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 differences include, but are not limited to, the potential effects of the transition on Greenbrier’s employees, customers, suppliers, business relationships, operations and strategy; and the ability of

Greenbrier’s leadership team to execute its strategic priorities and achieve anticipated growth or performance; and the other risks and uncertainties described in Greenbrier’s filings with the Securities and Exchange Commission,

including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Greenbrier’s most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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 hereof.

###

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