Greenbrier raises dividend and updates bylaws
The Greenbrier Companies, Inc. reported board-approved amendments to its bylaws and a higher quarterly dividend.
Rhea-AI Filing Summary
The Greenbrier Companies, Inc. reported board-approved amendments to its bylaws and a higher quarterly dividend. The amended bylaws clarify the presiding officer’s authority to adjourn shareholder meetings in certain situations and reset the advance notice window for shareholder proposals and director nominations tied to the prior year’s annual meeting date.
Greenbrier also declared a quarterly cash dividend of $0.34 per share, up from $0.32, representing a 6% increase. The dividend is payable on May 11, 2026 to stockholders of record as of April 20, 2026, marking the company’s 48th consecutive quarterly dividend.
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8-K Event Classification
Key Figures
Key Terms
Amended and Restated Bylaws regulatory
advance notice deadline regulatory
Rule 14a-8 regulatory
Rule 14a-19 regulatory
record date financial
forward-looking statements regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
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:
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:
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 31, 2026, the Board of Directors (the “Board”) of The Greenbrier Companies, Inc. (the “Company”) approved and adopted amendments (the “Amendment”) to the Company’s Amended and Restated Bylaws (as so amended, the “Amended Bylaws”).
The Amendment includes multiple amendments to the Company’s Amended and Restated Bylaws and, among other things, (i) clarifies the procedural authority of the presiding officer to adjourn shareholder meetings without a shareholder vote in specified circumstances, and (ii) revises the advance notice deadline for shareholders to bring shareholder proposals and/or director nominations before annual meetings to not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the preceding year’s annual meeting, except in limited circumstances.
Accordingly, for director nominations or shareholder proposals to be brought before the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”), other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), written notice must be delivered to, or mailed and received by, the Secretary of the Company not earlier than the close of business on September 9, 2026 and not later than the close of business on October 9, 2026, at the following address: The Greenbrier Companies, Inc., One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 Attention: Adam Waks, Corporate Secretary.
In addition, the deadline for shareholders to submit proposals pursuant to Rule 14a-8 under the Exchange Act and the deadline for any person intending to solicit proxies at the 2027 Annual Meeting in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 under the Exchange Act, previously announced in the Company’s proxy statement for the 2026 Annual Meeting of Shareholders, remain unchanged.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8‑K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On March 31, 2026, the Company issued a press releasing announcing a cash dividend of $0.34 per share. The dividend will be payable on May 11, 2026, to all holders of record of the Company’s common stock as of the close of business on April 20, 2026. A copy of the press release announcing the dividend is attached as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Amended and Restated Bylaws of The Greenbrier Companies, Inc., dated March 31, 2026 |
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99.1 |
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Press Release dated April 1, 2026 of The Greenbrier Companies, Inc. |
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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 thereunto duly authorized.
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THE GREENBRIER COMPANIES, INC. |
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April 1, 2026 |
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/s/ Michael J. Donfris |
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Michael J. Donfris |
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Senior Vice President, Chief Financial Officer |
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Exhibit 99.1
News Release 
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000 www.gbrx.com
For immediate release: April 1, 2026 Contact: Travis Williams, Investor Relations
Ph: 503-684-7000
Greenbrier announces 6% increase to quarterly dividend
Lake Oswego, Oregon, April 1, 2026 – The Greenbrier Companies (NYSE: GBX) announced today a quarterly cash dividend of $0.34 per share, payable on May 11, 2026, to stockholders of record as of April 20, 2026. This represents a 6% increase from $0.32 per share and is Greenbrier’s 48th consecutive quarterly dividend.
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 17,000 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 contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and important factors that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following: 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 (including actions by central banks); disruptions in the supply of materials and components used in the production of our products; labor disputes; loss of market share to other modes of freight shipment; and geopolitical unrest including the war in Ukraine and conflict in the Middle East. More information on potential factors that may cause our actual results to differ materially from the forward-looking statements include the risks, uncertainties and factors described in more detail in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed Annual Report on Form 10-K. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
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