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GBX 8-K filings, explained
Every material Form 8-K The Greenbrier Companies has filed with the SEC since September 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Greenbrier reported fourth-quarter revenue of $591.0 million, up from $576.5 million in the prior quarter, but diluted EPS fell to $0.27 from $0.60 as lower gross margin and $4 million of facility rationalization costs weighed on results. For fiscal 2026, net earnings attributable to Greenbrier were $79 million, or $2.49 per diluted share, down from $204.1 million in fiscal 2025, and the company guided fiscal 2027 EPS to $2.75 to $3.75 on revenue of $2.8 billion to $3.2 billion.
Q4 net earnings attributable to Greenbrier were $9 million, or $0.27 per diluted share; core diluted EPS was $0.39 excluding $0.12 per share of facility rationalization costs.
Railcar backlog was 14,000 units valued at an estimated $2.1 billion as of August 31, 2026, after 3,400 new orders in Q4.
Fiscal 2027 guidance: total revenue $2.8 billion to $3.2 billion, EPS $2.75 to $3.75, operating margin 7.0% to 7.5%.
Board approved a quarterly dividend of $0.34 per share, payable December 2, 2026, to holders of record as of November 11, 2026.
Greenbrier entered into a Cooperation Agreement with Atlas FRM LLC (d/b/a Atlas Holdings LLC) on October 24, 2026, and appointed Emanuel Pearlman as a director, effective October 27, 2026, increasing the board from ten to eleven members. Under the agreement, Mr. Pearlman will also serve on the Audit Committee and be nominated for election at the 2027 Annual Meeting, and he will resign from the board if Atlas proposes to acquire the company.
Board increased from ten to eleven directors; Mr. Pearlman appointed to Class III with a term expiring at the 2027 Annual Meeting
Mr. Pearlman will serve on the Audit Committee, effective October 27, 2026
Cooperation Agreement includes voting commitments, limited non-public information sharing, and standstill terms under Atlas's confidentiality agreement
Mr. Pearlman has irrevocably agreed to resign if Atlas or its affiliates announce a proposal to acquire all or a majority of voting securities or substantially all assets
Greenbrier CEO and President Lorie Tekorius will retire effective January 6, 2027, and will not stand for re-election as a director at the 2027 annual meeting. The Board appointed Brian J. Comstock, currently Executive Vice President and President, The Americas, as her successor, effective the same date. The filing does not state financial results or changes to guidance, so the direct effect on shareholders is the change in top leadership.
Lorie Tekorius retires as CEO and President effective January 6, 2027, and will provide transition services afterward.
Brian J. Comstock, 64, appointed to succeed her as CEO and President, effective January 6, 2027.
Comstock has worked at Greenbrier since 1998 and has served as Executive Vice President & President, The Americas, since January 2024.
Board appointment was made August 26, 2026; the press release was issued August 31, 2026.
Greenbrier reported fiscal third-quarter revenue of $576.5 million, down from $842.7 million a year earlier, and net earnings attributable to Greenbrier of $18.9 million, or $0.60 per diluted share, compared with $60.1 million a year earlier. The company narrowed its fiscal 2026 EPS guidance to $3.00 to $3.15 from $3.00 to $3.50 and lowered its aggregate gross margin guidance to 13.8% to 14.2%, which weighs on shareholders' expected earnings.
Q3 revenue of $576.5 million versus $842.7 million in the year-earlier quarter and $587.5 million in the prior quarter
Diluted EPS of $0.60 versus $1.86 a year earlier and $0.47 in the prior quarter
FY26 EPS guidance lowered to $3.00 to $3.15 from $3.00 to $3.50; aggregate gross margin guidance cut to 13.8% to 14.2% from 14.8% to 15.2%; revenue guidance unchanged at $2.4 billion to $2.5 billion
Quarterly dividend of $0.34 per share, payable August 6, 2026, to shareholders of record as of July 16, 2026
Greenbrier Companies entered into amendments to its credit agreements with Bank of America on May 5, 2026, including a refinancing of its leasing subsidiary's term loans. The subsidiary's new $425 million term loan is non-recourse to Greenbrier, extends the maturity to May 2032, and funds fleet growth, which the company says is a strategic priority.
$300 million of term loans outstanding at closing, with up to $125 million more available under a delayed draw facility for six months
Loan matures May 5, 2032, replacing the existing leasing term loan set to mature in August 2027
Proceeds will fund general corporate purposes, including expanding the Greenbrier Leasing Company fleet; the company plans to use the delayed draw to buy railcars in the secondary market during fiscal 2026
Interest rate is the same as the existing term loans; a commitment fee applies to the undrawn delayed draw amount
Greenbrier reported second-quarter fiscal 2026 revenue of $587.5 million and net earnings attributable to the company of $15.0 million, or $0.47 per diluted share, both well below the year-earlier quarter. The company cut its fiscal 2026 revenue and EPS guidance, attributing the change to a more gradual production ramp-up with deliveries shifting into early fiscal 2027, while raising its quarterly dividend 6% to $0.34 per share.
Q2 revenue was $587.5 million, down from $762.1 million a year earlier and $706.1 million in Q1; diluted EPS was $0.47 versus $1.56 a year earlier.
Fiscal 2026 revenue guidance was lowered to $2.4 billion-$2.5 billion from $2.7 billion-$3.2 billion; EPS guidance was lowered to $3.00-$3.50 from $3.75-$4.75.
Board raised the quarterly dividend 6% to $0.34 per share, payable May 11, 2026, to holders of record as of April 20, 2026.
Operating cash flow was $159 million in the quarter, and the railcar backlog stood at 15,200 units valued at an estimated $2.1 billion.
Greenbrier's leasing subsidiary, GBX Leasing 2022-1 LLC, issued $300 million of Series 2026-1 railcar-secured notes on February 4, 2026. The company says the financing supports its leasing business and is non-recourse to Greenbrier, though the notes can be accelerated if certain defaults occur under the indenture.
Class A notes: $280,425,000 at a fixed 5.13%; Class B notes: $19,575,000 at a fixed 5.30%, both payable monthly.
Stated final maturity is February 22, 2056, but the filing anticipates earlier repayment if cash flow assumptions are met, with no assurance they will be.
Notes are obligations of the issuer only and are secured by a railcar portfolio and related operating leases; the press release describes them as non-recourse to Greenbrier.
Net proceeds from the railcars acquired will be used for general corporate purposes, per the filing.
At its January 7, 2026 annual meeting, Greenbrier shareholders elected five directors and approved the Amended 2021 Stock Incentive Plan, which adds 1,000,000 shares to the plan's pool. Shareholders also approved executive compensation on an advisory basis, approved an increase in authorized common shares, and ratified KPMG LLP as auditor for the year ending August 31, 2026.
Five directors elected, including Stevan B. Bobb and Jeffrey M. Songer, both appointed to the board in June 2025
Amended 2021 Stock Incentive Plan approved, adding 1,000,000 shares to the available pool
Advisory say-on-pay proposal passed with 21,951,594 votes for and 1,891,286 against
KPMG LLP ratified as independent auditors with 25,657,806 votes for and 370,458 against
Greenbrier reported first-quarter fiscal 2026 results for the period ended November 30, 2025, with revenue of $706.1 million, down from $875.9 million a year earlier, and diluted EPS of $1.14, down from $1.72. The company reiterated its fiscal 2026 operating metrics and updated its capital expenditure guidance, and its board approved a $0.32 quarterly dividend.
Revenue of $706.1 million vs. $875.9 million in the prior-year quarter; Manufacturing revenue was $657.0 million vs. $830.9 million
Net earnings attributable to Greenbrier of $36.4 million, or $1.14 per diluted share, vs. $55.3 million, or $1.72, a year earlier
Operating cash flow of $76.2 million vs. a use of $65.1 million in the prior-year quarter; fiscal 2026 EPS guidance of $3.75 to $4.75 reiterated
Quarterly dividend of $0.32 per share payable February 17, 2026, to shareholders of record as of January 27, 2026
Greenbrier reported fiscal 2025 results for the year ended August 31, 2025, with net earnings attributable to Greenbrier of $204.1 million, or $6.35 per diluted share, up from $4.96 in fiscal 2024, while revenue fell to $3.24 billion from $3.54 billion. Fourth-quarter core diluted EPS was $1.26, down from $1.86 in the third quarter, and the company issued fiscal 2026 guidance calling for EPS of $3.75 to $4.75 on revenue of $2.7 billion to $3.2 billion.
FY2025 net earnings attributable to Greenbrier $204.1 million, or $6.35 per diluted share, versus $4.96 in FY2024
FY2025 revenue $3,240.2 million versus $3,544.7 million in FY2024; Q4 revenue $759.5 million versus $842.7 million in Q3
Q4 GAAP diluted EPS $1.16 including $0.10 per share of European facility rationalization costs; core diluted EPS $1.26 versus $1.86 in Q3
FY2026 guidance: EPS $3.75 to $4.75, revenue $2.7 billion to $3.2 billion; quarterly dividend of $0.32 per share payable December 3, 2025
Greenbrier reported third-quarter fiscal 2025 results for the quarter ended May 31, 2025, with diluted EPS of $1.86, up from $1.06 a year earlier, on revenue of $842.7 million, up from $820.2 million. The company raised its fiscal 2025 aggregate gross margin guidance to 17.7%-18.3% from 17.0%-17.5%, affirmed its revenue and delivery guidance, and declared a $0.32 quarterly dividend, which shareholders should weigh against the company's unchanged revenue outlook.
Net earnings attributable to Greenbrier were $60.1 million, or $1.86 per diluted share, versus $33.9 million, or $1.06, a year earlier.
Revenue was $842.7 million versus $820.2 million a year earlier; aggregate gross margin was 18.0%.
FY2025 aggregate gross margin guidance raised to 17.7%-18.3%; revenue of $3.15 billion-$3.35 billion and deliveries of 21,500-23,500 units were unchanged.
Quarterly dividend of $0.32 per share is payable August 7, 2025, to holders of record as of July 17, 2025.
On June 19, 2025, Greenbrier's board increased its size from eight to ten members and appointed Stevan Bobb and Jeffrey Songer to the new seats. Both will stand for election at the 2026 annual meeting and have not yet been assigned to any board committee. The filing discloses no financial figures; the change adds two directors with railroad industry backgrounds.
Board size increased from eight to ten members on June 19, 2025; the company says nine of the ten will be independent directors.
Stevan Bobb completed 36 years at BNSF Railway in 2024, including as Executive Vice President and Chief Marketing Officer from 2013 to 2024.
Jeffrey Songer spent 18 years in leadership roles at Kansas City Southern through 2024 and led its strategic merger planning from 2021 to 2023 for the merger that created Canadian Pacific Kansas City.
Both directors will receive compensation under the non-employee director program described in the proxy statement filed November 14, 2024.
On May 21, 2025, Greenbrier amended its credit agreement with Bank of America, extending its $600 million revolving facility and $250 million term loans to May 21, 2030. The amendment also raised several negative covenant limits, including the dividend basket to $1.28 per share per fiscal year and the share repurchase basket to $50 million per fiscal year, which gives the company more room to pay dividends and buy back shares.
Revolving facility of up to $600.0 million and $250 million in term loans both extended to May 21, 2030.
Term loans to be repaid in quarterly installments of $3,125,000, starting September 30, 2025.
Dividend basket raised from $1.08 to $1.28 per share per fiscal year; share repurchase basket raised from $25 million to $50 million per fiscal year.
Castings LLC and Greenbrier Tank Components, LLC joined as guarantors and debtors under the existing facility.
Greenbrier reported second-quarter fiscal 2025 results for the quarter ended February 28, 2025, with GAAP diluted EPS of $1.56, up from $1.03 a year earlier, while revenue fell to $762.1 million from $862.7 million. The company cut its fiscal 2025 revenue and delivery guidance, raised its aggregate gross margin guidance, and increased its quarterly dividend 7% to $0.32 per share.
GAAP diluted EPS was $1.56 and core diluted EPS was $1.69, including $0.13 per share of European facility rationalization costs.
FY2025 revenue guidance was lowered to $3.15 billion to $3.35 billion from $3.35 billion to $3.65 billion, and deliveries to 21,500 to 23,500 units from 22,500 to 25,000 units.
FY2025 aggregate gross margin guidance was raised to 17.0% to 17.5% from 16.0% to 16.5%.
The quarterly dividend rises to $0.32 per share, payable May 13, 2025, to holders of record as of April 22, 2025.
Greenbrier reported first-quarter fiscal 2025 results for the quarter ended November 30, 2024, with net earnings attributable to the company of $55.3 million, or $1.72 per diluted share, up from $31.2 million, or $0.96, a year earlier. Revenue rose to $875.9 million from $808.8 million, though both figures declined from the prior quarter, and the company affirmed its fiscal 2025 operating metric guidance while noting that demand is easing slightly for certain railcar types.
Net earnings attributable to Greenbrier were $55.3 million, or $1.72 per diluted share, versus $31.2 million, or $0.96, in the same quarter a year earlier.
Revenue was $875.9 million, up from $808.8 million a year earlier but down from $1,053.0 million in the fourth quarter of fiscal 2024.
Fiscal 2025 operating metric guidance was affirmed, including revenue of $3.35 billion to $3.65 billion and aggregate gross margin of 16.0% to 16.5%.
On January 8, 2025, the board renewed a $100 million share repurchase authorization through January 31, 2027 and declared a $0.30 quarterly dividend payable February 19, 2025.
Greenbrier reported fourth-quarter fiscal 2024 net earnings of $62 million, or $1.92 per diluted share, on revenue of $1.1 billion, up from $33.9 million, or $1.06 per share, in the third quarter. For the year ended August 31, 2024, net earnings attributable to Greenbrier were $160 million, or $4.96 per diluted share, compared with $62.5 million, or $1.89 per share, in fiscal 2023, while annual revenue fell to $3.5 billion from $3.9 billion. The company also issued fiscal 2025 guidance of $3.35 billion to $3.65 billion in revenue and a 16.0% to 16.5% aggregate gross margin.
Q4 fiscal 2024 net earnings were $62 million, or $1.92 per diluted share, versus $33.9 million, or $1.06 per share, in Q3.
Fiscal 2024 revenue was $3.5 billion, down from $3.9 billion in fiscal 2023, while net earnings rose to $160 million from $62.5 million.
Fiscal 2025 guidance calls for revenue of $3.35 billion to $3.65 billion, 22,500 to 25,000 railcar deliveries, and a 16.0% to 16.5% aggregate gross margin.
Board declared a quarterly dividend of $0.30 per share, payable November 27, 2024 to holders of record as of November 6, 2024.
On September 6, 2024, Greenbrier subsidiaries signed a fifth amendment to their warehouse loan agreement. The amendment ends CA-CIB's commitment and lowers the total committed amount by $100 million. The change reduces the credit available under this facility, which is a financing matter for shareholders to note.
CA-CIB's commitment under the Loan Agreement ended under the Fifth Amendment.
Bank of America's commitment fell from $350 million to $315 million.
Wells Fargo's commitment fell from $150 million to $135 million.
Total committed amount decreased from $550 million to $450 million.
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