GREENBRIER COMPANIES INC

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read this entire Proxy Statement carefully before voting. This Proxy Statement is first being released to shareholders on November 17, 2025.

PROPOSAL 1

Election of Directors

THE BOARD RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee and our Board recommend that shareholders vote “FOR” all director nominees, as they have determined that each of the nominees possesses the right experience and qualifications to effectively oversee Greenbrier’s business strategy and risk management. Three of the nominees below are Class II directors nominated for a three-year term. Jeffrey Songer was appointed as a Class I director and Stevan Bobb was appointed as a Class III director by the Board in June 2025. Under Greenbrier’s Amended and Restated Bylaws (“Bylaws”), directors appointed by the Board stand for election at the next Annual Meeting of Shareholders. As a result, Messrs. Songer and Bobb are standing for election at this Annual Meeting. See “Proposal 1, Election of Directors” on page 26 of this Proxy Statement.

Director Nominees

The following table summarizes the qualifications of the director nominees.

STEVAN B. BOBB Mr. Bobb has served as a member of the Board since June 2025. His 36-year career with the Class I railroad BNSF Railway (BNSF) included prominent roles in strategic commercial and operational leadership within the rail industry, with Mr. Bobb serving most recently as Executive Vice President and Chief Marketing Officer of BNSF from 2013 to 2024. Mr. Bobb brings expertise in business strategy, cybersecurity, the rail industry, and financial matters to the Board. The Board recommends a vote “FOR” Mr. Bobb.

WANDA F. FELTON Ms. Felton has served as a member of the Board since 2017. Ms. Felton has over 30 years of financial industry experience in commercial and investment banking. Ms. Felton was a Presidential Appointee and was confirmed twice by the U.S. Senate to serve on the board of the Export Import Bank of the United States as Vice Chair of the Board and First Vice President from June 2011 to November 2016. Ms. Felton brings her significant prior experience with emerging markets business development and capital raising to the Board. Additionally, Ms. Felton is an “audit committee financial expert” under NYSE and SEC rules. The Board recommends a vote “FOR” Ms. Felton.

GRAEME A. JACK Mr. Jack has served as a member of the Board since 2006. He is a retired partner of PricewaterhouseCoopers LLP in Hong Kong. Mr. Jack brings accounting, financial reporting and cybersecurity expertise to the Board as well as extensive experience in international business transactions. Mr. Jack provides critical experience and continuity in guiding the Company through times of macroeconomic and market turbulence. Additionally, Mr. Jack is an “audit committee financial expert” under NYSE and SEC rules, The Board recommends a vote “FOR” Mr. Jack.

2026 PROXY STATEMENT

JEFFREY M. SONGER Mr. Songer has served as a member of the Board since June 2025. Mr. Songer has over 30 years of expertise in operations, engineering, and finance, 18 of which were spent at Kansas City Southern, a Class I railroad, where he served in leadership roles through the completion of the merger creating Canadian Pacific Kansas City Limited in April 2023. Mr. Songer brings a combination of railroad industry experience, cybersecurity expertise, and a deep understanding of international labor relations, particularly in Mexico, where Greenbrier employs thousands of individuals. Additionally, Mr. Songer is an “audit committee financial expert” under NYSE and SEC rules. The Board recommends a vote “FOR” Mr. Songer.

WENDY L. TERAMOTO Ms. Teramoto has served as a member of the Board since 2019. She has been a senior investment management professional with an affiliate of Fairfax Financial Holdings Limited since 2018. Ms. Teramoto brings to the Board investment management and financial expertise, experience with manufacturing and other heavy industry companies and critical experience in guiding the Company through times of macroeconomic and market turbulence. Additionally, Ms. Teramoto is an “audit committee financial expert” under NYSE and SEC rules. The Board recommends a vote “FOR” Ms. Teramoto.

DIRECTOR EXPERIENCE

The Nominating and Corporate Governance Committee considers a variety of factors, including professional experience, demonstrated skills, and diversity of background in evaluating candidates for membership on the Board. As demonstrated in the matrix below, which reflects certain categories of experience and expertise represented by the directors serving on the Board after the 2026 Annual Meeting, Greenbrier’s directors provide a diverse mix of skills, knowledge, attributes, and experiences that cover the spectrum of areas that affect the Company’s business and its stakeholders.

(Summary of our ten-person Board as of November 2025. See “Corporate Governance—Board Experience” for more detail.)

THE GREENBRIER COMPANIES

Our Board believes that shareholder interests are best represented by directors with the right mix of skills, experience, and expertise to actively oversee strategy, risk management, and governance at Greenbrier. An independent, engaged, and diverse Board enhances representation of shareholder and stakeholder interests and promotes thoughtful and effective Board deliberation. Our Board is focused on its continued independent oversight of Greenbrier while maintaining high governance standards. The Board carries out this goal through a variety of policies and practices, including an independent Chair of the Board, regular executive sessions of independent directors at Board and committee meetings, Board and committee refreshment, substantial director stock ownership guidelines, director engagement with shareholders and stakeholders, continuing education, consultations with highly-qualified independent external advisors, and annual evaluations of the Board, its committees and each director.

The composition of the Board reflects its commitment to Board refreshment, independence, and relevant expertise:

See “Corporate Governance” on page 7 of this Proxy Statement for more information about our governance profile, achievements and initiatives.

PROPOSAL 2

Advisory Approval of Executive Compensation

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL Our Board recommends that shareholders vote “FOR” the advisory approval of the compensation of our named executive officers for fiscal 2025. See “Proposal 2, Advisory Approval of Executive Compensation” on page 53 of this Proxy Statement.

Executive Compensation Highlights

Our executive compensation program is designed to attract, motivate, and retain the key executives who drive our success. Our compensation philosophy focuses on pay that reflects performance and aligns with the interests of shareholders. A key objective of that philosophy is to link a significant portion of the compensation of our executive officers to achievement ofpre-established financial and strategic goals that are directly tied to our overall business strategy. In fiscal 2025, over 60% of the compensation of our Chief Executive Officer and, on average, over 55% of the compensation of our other “named executive officers” or “NEOs” (discussed later in this Proxy Statement), was conditioned on the achievement ofpre-established financial and strategic goals, using grant date accounting fair values for fiscal 2025 equity awards, and annual base salaries and annual bonuses earned for fiscal 2025.

We believe our performance in fiscal 2025 is a testament to the strength and effectiveness of our compensation philosophy. As described later in this Proxy Statement, in fiscal 2025 we achieved annual revenue of $3.2 billion, gross margin expansion by 290 bps to 18.7% from fiscal 2024, and diluted EPS of $6.35, the highest in our history.

2026 PROXY STATEMENT

Listed below are highlights of our fiscal 2025 executive compensation policies and practices:

PROPOSAL 3

Approval of the 2021 Stock Incentive Plan, As Amended

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL Our Board recommends that shareholders vote “FOR” the approval of the 2021 Stock Incentive Plan, As Amended. See “Proposal 3, Approval of the 2021 Stock Incentive Plan, As Amended” on page 56 of this Proxy Statement.

THE GREENBRIER COMPANIES

Our existing 2021 Stock Incentive Plan (the “2021 Plan”) has been a key part of the Company’s compensation philosophy and programs. Our ability to attract, retain, and motivate highly qualifiednon-employee directors, employees, consultants, and advisors is critical to our success. The Board believes the interests of the Company and its shareholders will be advanced if we can continue to offer these service providers the opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company through the 2021 Stock Incentive Plan, As Amended (the “Amended Plan”). The Amended Plan includes the following provisions, which are considered best practice for compensation and corporate governance purposes and are intended to protect our shareholders’ interests:

PROPOSAL 4

Approval of Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL Our Board recommends that shareholders vote “FOR” the approval of the Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock. See “Proposal 4, Approval of the Amended and Restated Articles of Incorporation” on page 64 of this Proxy Statement.

Our existing Articles of Incorporation authorize the issuance of a maximum of 50,000,000 shares of common stock. As of October 24, 2025, only a fraction of this authorized share amount remains available for future issuance, as we have:

2026 PROXY STATEMENT

The Board recommends that our shareholders approve the Amended and Restated Articles of Incorporation to revise Article 6 of our current Articles of Incorporation to increase the authorized common stock from 50,000,000 to 100,000,000 shares. The proposed increase will support our ongoing flexibility to engage in capital-raising transactions, grant equity awards to employees, and issue stock for other corporate purposes. The text of the proposed Amended and Restated Articles of Incorporation is attached to this Proxy Statement as Appendix B.

PROPOSAL 5

Ratification of Appointment of Independent Auditors

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL Our Board recommends that shareholders vote “FOR” ratification of the appointment of KPMG LLP as auditors for fiscal 2026. See “Proposal 5, Ratification of Appointment of Independent Auditors” on page 66 of this Proxy Statement.

THE GREENBRIER COMPANIES