GREENBRIER COMPANIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

The Greenbrier Companies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2025 ANNUAL MEETING OF SHAREHOLDERS & PROXY STATEMENT

FROM OUR BOARD

Dear Shareholders:

On behalf of our Board of Directors, we are pleased to invite you to Greenbrier’s 2025 Annual Meeting of Shareholders.

During fiscal 2024, we continued executing on our goal to collaborate and work Better Together as a unified organization. Our financial results and positive momentum during the fiscal year reflect the results of our ongoing focus on efficiencies and execution by a team that extends across the full reach of Greenbrier’s business. Organizational changes made during the fiscal year supported these goals, including the reframing of Greenbrier’s operating activities in two distinct geographies: The Americas and Europe. In January 2024, Brian Comstock, a 26-year Greenbrier veteran with more than four decades of railway industry experience, assumed responsibility for all operations in The Americas, which includes the United States, Mexico, Canada and Brazil, and William Glenn, who has spent more than 20 years at Greenbrier in various roles, assumed responsibility for all operations in Europe. We welcomed Michael Donfris, a seasoned executive with nearly 40 years of experience in corporate accounting and finance, who became our Chief Financial Officer in July 2024. We also mourned the passing of Patrick Ottensmeyer, who had served on Greenbrier’s board since 2023, extending our deepest condolences to his family and friends.

We remain optimistic about our future, as Greenbrier’s leading market position, robust new railcar backlog, and a steadily growing recurring revenue stream from the leasing business provide a strong foundation. We continue to create long-term shareholder value across varying market conditions, and are confident in our ability to drive growth and increase shareholder returns while being a positive force in corporate governance, environmental sustainability, and social responsibility.

We value feedback from our shareholders, as our commitment to good governance and driving shareholder value is informed by engagement with our shareholders. Along with the Board of Directors, our leadership team and more than 14,200 employees, we thank you for your continued support and investment. We look forward to your participation at the Annual Meeting on January 9, 2025.

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

2025 ANNUAL MEETING INFORMATION

PROXY VOTING

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please promptly vote by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended August 31, 2024, are available at http://materials.proxyvote.com/393657

Our Board has determined and authorized that the Annual Meeting be conducted virtually solely by remote communication beginning at 8:30 a.m. Pacific Time on January 9, 2025, via webcast at www.virtualshareholdermeeting.com/GBX2025. You may notify the Company of your desire to participate in the Annual Meeting by logging into the online site in advance. Please see “Annual Meeting Information” on page 57 of this Proxy Statement for details on how to access and participate in our virtual Annual Meeting. The Annual Meeting is being held for the purpose of voting on the items set forth below and to transact such other business as may properly come before the meeting.

ITEMS TO BE VOTED ON

As of the date of this Notice, the Company has not received notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes, are authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.

Holders of record of our Common Stock at the close of business on November 6, 2024, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

By Order of the Board of Directors,

Christian M. Lucky

Senior Vice President, Chief Legal & Compliance Officer

November 14, 2024