Greenbrier Companies Inc. reported a Schedule 13G/A amendment disclosing beneficial ownership by The Toronto-Dominion Bank and TD Securities Inc. The filing states combined beneficial ownership of 1,909,113 shares, representing 6.2% of common stock. The Toronto-Dominion Bank reports sole voting and dispositive power over 1,907,755 shares; TD Securities Inc. reports sole voting and dispositive power over 1,358 shares. The joint filing agreement is dated May 15, 2026.
The statement lists 1,909,113 shares beneficially owned, representing 6.2% of the class, with voting and dispositive powers allocated between The Toronto-Dominion Bank and TD Securities Inc. The filing is signed and includes a Rule 13d-1(k) joint filing agreement dated May 15, 2026.
Because this is a Schedule 13G/A amendment, it is a disclosure of holdings rather than an active solicitation or control change. Subsequent filings would be needed to show changes in position or intent.
Disclosure signals a notable institutional stake but no transaction detail is provided here.
The schedule quantifies holdings and voting/dispositive power: 1,907,755 shares under TD Bank's sole control and 1,358 shares under TDSI. The percent of class is stated as 6.2%. The filing does not describe recent trades or planned sales.
Market impact depends on whether the stake is passive; follow-on Form 13D/13G amendments would show material changes in holdings or intentions.
Key Figures
Beneficial ownership:1,909,113 sharesPercent of class:6.2%TD Bank sole voting power:1,907,755 shares+3 more
Percent of class6.2%Percent of common stock represented by reported shares
TD Bank sole voting power1,907,755 sharesSole power to vote or direct the vote
TD Bank sole dispositive power1,907,755 sharesSole power to dispose or direct disposition
TD Securities sole voting/dispositive1,358 sharesSole power to vote and dispose (TDSI)
Joint filing agreement dateMay 15, 2026Date of signatures on joint filing agreement
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power, Rule 13d-1(k)
4 terms
Schedule 13G/Aregulatory
"Amendment No. 1 and filing header referencing beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedregulatory
"Amount beneficially owned: 1,909,113"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole Dispositive Power 1,907,755.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Rule 13d-1(k)regulatory
"filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k)"
It discloses that The Toronto-Dominion Bank and TD Securities Inc. jointly report beneficial ownership of 1,909,113 shares, equal to 6.2% of Greenbrier's common stock, with voting/dispositive powers allocated between the two entities.
Who holds voting and dispositive power over the GBX shares?
The Toronto-Dominion Bank reports sole voting and dispositive power over 1,907,755 shares; TD Securities Inc. reports sole voting and dispositive power over 1,358 shares, as stated in the filing.
When was the joint filing agreement for GBX executed?
The joint filing agreement accompanying the Schedule 13G/A is dated May 15, 2026, and both reporting persons signed on that date, as shown in the exhibit information.
Does the filing indicate an intention to change control of GBX?
No specific intent to change control is stated; the Schedule 13G/A amendment reports ownership and allocates voting/dispositive power but does not state any plan to acquire control or act as a group.
How is the 6.2% ownership percentage calculated in the filing?
The filing presents the ownership percentage as 6.2% tied to the reported 1,909,113 shares; the statement does not show the underlying total shares outstanding used in that calculation within the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GREENBRIER COMPANIES INC
(Name of Issuer)
Common Stock without par value
(Title of Class of Securities)
393657101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
393657101
1
Names of Reporting Persons
The Toronto-Dominion Bank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,907,755.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,907,755.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,907,755.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP Number(s):
393657101
1
Names of Reporting Persons
TD Securities Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,358.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,358.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,358.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GREENBRIER COMPANIES INC
(b)
Address of issuer's principal executive offices:
ONE CENTERPOINTE DR, STE 200, LAKE OSWEGO, OREGON
97035
Item 2.
(a)
Name of person filing:
The Toronto-Dominion Bank
TD Securities Inc.
(b)
Address or principal business office or, if none, residence:
The principal office address of The Toronto-Dominion Bank ("TD Bank"):
66 Wellington Street West
12th Floor TD Tower
Toronto, Ontario, Canada
M5K 1A2
The principal office address of TD Securities Inc. ("TDSI"):
55 King Street West
TD Tower 12th Floor
Toronto, Ontario, Canada
M5K 1A2
(c)
Citizenship:
The Toronto-Dominion Bank - CANADA (FEDERAL LEVEL)
TD Securities Inc. - ONTARIO, CANADA
(d)
Title of class of securities:
Common Stock without par value
(e)
CUSIP No.:
393657101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
TD Bank - Bank
TDSI - Broker Dealer
Item 4.
Ownership
(a)
Amount beneficially owned:
1,909,113
TD Bank has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,907,755 of these shares and TDSI has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,358 of these shares.
This schedule is jointly filed by TD Bank and TDSI. TD Bank is the sole owner of TDSI. TD Bank may be deemed to hold an indirect interest in the shares reported herein by TDSI by virtue of its ownership of TDSI. TD Bank disclaims ownership of the shares reported herein by TDSI except to the extent of its pecuniary interest therein.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Percent of class:
6.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The Toronto-Dominion Bank - 1,907,755
TD Securities Inc. - 1,358
(ii) Shared power to vote or to direct the vote:
The Toronto-Dominion Bank - 0
TD Securities Inc. - 0
(iii) Sole power to dispose or to direct the disposition of:
The Toronto-Dominion Bank - 1,907,755
TD Securities Inc. - 1,358
(iv) Shared power to dispose or to direct the disposition of:
The Toronto-Dominion Bank - 0
TD Securities Inc. - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
The Toronto-Dominion Bank
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
05/15/2026
TD Securities Inc.
Signature:
Greg Nowakowski
Name/Title:
Greg Nowakowski / Chief Compliance Officer
Date:
05/15/2026
Exhibit Information
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Greenbrier Companies Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 15, 2026
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD SECURITIES INC.
By: /s/ Greg Nowakowski
Title: Chief Compliance Officer
