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):

FROM OUR BOARD

Dear Shareholders:

On behalf of our Board of Directors, we are pleased to invite you to Greenbrier’s 2026 Annual Meeting of Shareholders.

Fiscal 2025 was a very successful year for Greenbrier. We achieved a diluted EPS of $6.35, the highest in our Company’s history. We continued to achieve higher core net earnings on fewer deliveries year-over-year as we successfully executed our multi-year strategy launched in 2023. We have implemented capacity rationalization, which has resulted in improved operational and financial performance. We also welcomed Stevan Bobb and Jeffrey Songer to the Board of Directors in June 2025. Each brings decades of experience in the rail industry, and together they increase the representation of independent directors on our Board. These Directors’ perspectives, skills, and expertise embody our ongoing commitment to Board refreshment.

We are optimistic about our future. Greenbrier will strive to achieve increasingly better financial results across various market conditions. We will continue to execute our multi-year strategy and to restructure our business for increased efficiency and reduced risk. In doing so, we continue to create long-term shareholder value. We are confident in our ability to drive growth and increase shareholder returns while positively influencing corporate governance, environmental sustainability, and the communities where we operate.

We value feedback as engagement with our shareholders enhances our decision-making. Along with the Board of Directors, our leadership team and our employees, we thank you for your continued support and investment. We look forward to your participation at the Annual Meeting on January 7, 2026.

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

2026 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, 2025, are available at http://materials.proxyvote.com/393657

Our Board of Directors (the “Board”) has determined and authorized that the Annual Meeting be conducted virtually solely by remote communication beginning at 7:30 a.m. Pacific Time on January 7, 2026, via webcast at www.virtualshareholdermeeting.com/GBX2026. 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 68 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 4, 2025, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

By Order of the Board,

Christian M. Lucky

Senior Vice President, Chief Legal & Compliance Officer

November 17, 2025