Greenbriar lifts proposed offering to up to C$1.22M

Each proposed unit pairs a common share with a warrant exercisable for one additional share at CDN $0.55 for 36 months.

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. increased its proposed non-brokered private placement from 2,200,000 to 2,700,000 units, priced at CDN $0.45 each, for aggregate gross proceeds of up to CDN $1,215,000, compared with the previously announced CDN $990,000. Each unit consists of one common share and one warrant to buy one additional common share at CDN $0.55 for 36 months. The placement remains subject to TSX Venture Exchange approval.

Greenbriar intends to use the proceeds primarily for Sage Ranch engineering costs to file final construction permits for grading, sewer, drainage, water, curb, gutter, internal roads and dry utilities. It also granted 450,000 incentive stock options to certain officers, each exercisable for one common share at CDN $0.55 for five years. Securities issued in the placement carry a statutory hold period of four months and one day from issuance.

Key Figures

Proposed placement size: 2,700,000 units Price per unit: CDN $0.45 Aggregate gross proceeds: Up to CDN $1,215,000 +5 more

8 metrics

Proposed placement size 2,700,000 units Increased from 2,200,000 units; subject to TSX Venture Exchange approval

Price per unit CDN $0.45 Proposed private placement

Aggregate gross proceeds Up to CDN $1,215,000 Proposed private placement

Warrant exercise price CDN $0.55 per share Each warrant is exercisable for one additional common share

Warrant term 36 months Each warrant

Incentive stock options granted 450,000 options Granted to certain officers pursuant to the stock option plan

Option exercise price CDN $0.55 per share Each incentive stock option is exercisable for one common share

Option term Five years Each incentive stock option

Key Terms

non-brokered private placement, common share purchase warrant, statutory hold period, incentive stock options

4 terms

non-brokered private placement financial

"proposed non-brokered private placement of units"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

common share purchase warrant financial

"one common share purchase warrant"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

statutory hold period regulatory

"subject to a statutory hold period of four months and one day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

incentive stock options financial

"granted an aggregate of 450,000 incentive stock options"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is GEBRF’s proposed private placement?

Greenbriar increased the proposed placement to 2,700,000 units at CDN $0.45 per unit, for aggregate gross proceeds of up to CDN $1,215,000. The previously announced size was 2,200,000 units, for aggregate gross proceeds of CDN $990,000.

How does Greenbriar plan to use the private placement proceeds?

Greenbriar intends to use the proceeds primarily for Sage Ranch engineering costs to file final construction permits for grading, sewer, drainage, water, curb, gutter, internal roads and dry utilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/21/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/20/2026 - 07:57 PM EDT Learn about SEC filing dates

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 October 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 October 20, 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: October 20, 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 Upsizing of Proposed Non-Brokered Private Placement

October 20^th, 2026 Trading Symbol:
TSX Venture Exchange: GRB
US OTC Market:  GEBRF

Scottsdale, Arizona, October 20^th, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces that further to its news release dated October 6, 2026, it has increased the size of its previously announced non-brokered private placement of units (the "Private Placement") from 2,200,000 units to 2,700,000 units at a price of CDN $0.45 per unit, for aggregate gross proceeds of up to CDN $1,215,000, an increase from CDN $990,000. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share at CDN $0.55 per share for a period of 36 months. The Company intends to use the proceeds primarily for Sage Ranch engineering costs to file final construction permits for grading, sewer, drainage, water, curb, gutter, internal roads and dry utilities.

All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance. The Private Placement remains subject to the approval of the TSX Venture Exchange. No finder's fees will be paid in connection with the Private Placement.

The Company also announces that it has granted an aggregate of 450,000 incentive stock options (the "Options") to certain officers of the Company pursuant to its stock option plan. Each Option is exercisable to acquire one common share of the Company at a price of CDN $0.55 per share for a period of five years from the date of grant.

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

"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."

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

- 2 -

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws (collectively, "forward-looking statements"). Forward-looking statements relate to future events or future performance and include, without limitation, statements regarding the completion of the Private Placement, the issuance of Common Shares and Warrants, and approval of the Private Placement by the TSX Venture Exchange. Forward-looking statements are often identified by words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend", and similar expressions, including statements that events or results "may", "will", "should", "could" or "might" occur.

Forward-looking statements are based on assumptions and expectations regarding future events and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such statements. These factors include, among other things, general economic and market conditions, regulatory approvals and the Company's ability to complete the Private Placement as proposed. There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events may differ materially from those anticipated in such statements.

Readers are cautioned not to place undue reliance on forward-looking statements. Additional information regarding risks and uncertainties is described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A available on SEDAR+ at www.sedarplus.ca. The Company does not undertake any obligation to update or revise any forward-looking statements except as required by applicable law.

"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."

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 9.1 KB