Greenbriar (OTC: GEBRF) settles $625K debt via share issuance

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. has agreed to settle debt owed to Captiva Verde Wellness Corp. by issuing equity. The company plans to issue 1,250,000 common shares at a deemed price of $0.50 per share to extinguish $625,000 of indebtedness it assumed from its U.S. subsidiary.

The debt stems from a $5,591,588 obligation repayable in 48 installments from July 1, 2024 to June 1, 2028. Because several Greenbriar executives and directors also hold senior roles at Captiva, the settlement is a related party transaction under MI 61-101, but the company is using exemptions since the deal’s fair market value is under 25% of its market capitalization.

Completion of the debt settlement is subject to TSX Venture Exchange acceptance. The shares will be issued under a prospectus exemption and will be subject to a four month and one day hold period from the date they are issued.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File No. 000-56391

Greenbriar Sustainable Living Inc.
(Translation of registrant's name into English)

632 Foster Avenue
Coquitlam, British Columbia, Canada V3J 2L7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☑ Form 40-F ☐

SUBMITTED HEREWITH

Exhibits

Exhibit		Description
99.1		News Release dated February 25, 2026

SIGNATURE

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.

Greenbriar Sustainable Living Inc.

/s/ Jeff Ciachurski
______________________________________
Jeff Ciachurski
Chief Executive Officer

Date: February 25, 2026

Greenbriar Sustainable Living Inc.
Greenbriar Capital Holdco Inc.
Greenbriar Capital (US) LLC

632 Foster Avenue, Coquitlam, British Columbia, Canada V3J 2L7
Phone: 949.903.5906    Fax: 604.608.9572
www.greenbriarliving.com

NEWS RELEASE

Greenbriar Announces Debt Settlement with
Captiva Verde Wellness Corp.

February 25, 2026	Trading Symbol:
	TSX Venture Exchange: GRB
	US OTC Market:  GEBRF

Scottsdale, Arizona, February 25^th, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces that is has entered into a settlement agreement (the "Debt Settlement") with Captiva Verde Wellness Corp. ("Captiva"). Pursuant to the Debt Settlement, Greenbriar is issuing 1,250,000 common shares at a deemed price of $0.50 to settle $625,000 of debt (the "Indebtedness") owed by Greenbriar to Captiva.

Details of the Indebtedness

Pursuant to an agreement entered into during the year-ended December 31, 2023, Greenbriar's wholly-owned subsidiary, Greenbriar Capital (U.S.) LLC ("Greenbriar USA"), is required to pay Captiva $5,591,588 in 48 equal installments of $116,491 beginning July 1, 2024, and ending on June 1, 2028. Greenbriar assumed $625,000 of this debt from Greenbriar USA.

The Debt Settlement represents a non-arm's length transaction as the Chief Executive Officer of the Company, Jeffrey Ciachurski, is also a director of Captiva, the Chief Financial Officer of the Company, Anthony Balic, is also the Chief Financial Officer of Captiva, Brian Conlan, a director of the Company, is the Chief Executive Officer of Captiva, and Michael Boyd, a director of the Company, is also a director of Captiva.

The Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Debt Settlement does not exceed 25% of the Company's market capitalization.

The completion of the Debt Settlement remains subject to acceptance by the TSX Venture Exchange.

All securities issued pursuant to the Debt Settlement will be issued pursuant to a prospectus exemption and are subject to a four month and one day hold period from the date of issuance.

"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023.
TSX Venture 50 is a trade-mark of TSX Inc. and is used under license."

TSX Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF

About Greenbriar Sustainable Living Inc.

Greenbriar is a leading developer of sustainable real estate and renewable energy. With long-term, high impact projects and led by a successful industry-recognized operating and development team, Greenbriar targets deep valued assets directed at accretive shareholder value.

ON BEHALF OF THE BOARD OF DIRECTORS

"Jeff Ciachurski"

Jeffrey J. Ciachurski
Chief Executive Officer and Director
Phone: 949.903.5906

The Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws and United States securities laws (together, "forward-looking statements"). All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the Debt Settlement and any acceptance by the TSX Venture Exchange. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A (a copy of which is available under the Company's SEDAR profile at www.sedarplus.ca). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

- 2 -
	"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license." TSX Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF

FAQ

What debt is Greenbriar Sustainable Living Inc. (GEBRF) settling with Captiva?

Greenbriar is settling $625,000 of indebtedness owed to Captiva Verde Wellness Corp. This debt is part of a larger $5,591,588 obligation payable in 48 equal installments from July 1, 2024 to June 1, 2028 under a prior agreement.

How is Greenbriar Sustainable Living Inc. (GEBRF) paying the $625,000 debt?

Greenbriar plans to issue 1,250,000 common shares at a deemed price of $0.50 per share. These shares will be issued to Captiva Verde Wellness Corp. in exchange for cancelling the $625,000 debt obligation assumed by Greenbriar from its U.S. subsidiary.

Why is the Greenbriar–Captiva debt settlement considered a related party transaction?

The settlement is related party because Greenbriar’s CEO, CFO, and two directors also hold executive or director roles at Captiva. This overlap triggers Multilateral Instrument 61-101 rules, which govern transactions involving insiders and require safeguards for minority security holders.

How does Greenbriar (GEBRF) comply with MI 61-101 in this debt settlement?

Greenbriar relies on exemptions from formal valuation and minority shareholder approval under sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company states the fair market value of the debt settlement does not exceed 25% of its market capitalization, allowing these exemptions.

What approvals and conditions apply to Greenbriar’s share issuance for debt settlement?

Completion of the debt settlement is subject to acceptance by the TSX Venture Exchange. All shares issued under this arrangement will rely on a prospectus exemption and be subject to a four month and one day hold period from the issuance date before they can be freely traded.

What are the main business activities of Greenbriar Sustainable Living Inc. (GEBRF)?

Greenbriar is described as a leading developer of sustainable real estate and renewable energy projects. It focuses on long-term, high-impact developments and targets deep value assets, with the goal of building accretive shareholder value under an experienced operating and development team.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 10.4 KB