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

~~January 17~~February 13, 2024

Commission File Number 001-33725

Textainer Group Holdings Limited

(Translation of registrant’s name into English)

Century House

16 Par-La-Ville Road

Hamilton HM 08

Bermuda

(441) 296-2500

(Address of principal executive office)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	~~Trading Symbols~~TradingSymbols	Name of each ~~exchange~~exchangeon on which registered
Common Shares, $0.01 par value	TGH	New York Stock Exchange
7.000% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preference Shares, $0.01 par value	TGH PRA	New York Stock Exchange
6.250% Series B Fixed Rate Cumulative Redeemable Perpetual Preference Shares, par value $0.01	TGH PRB	New York Stock Exchange

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable

~~EXPLANATORY~~Explanatory ~~NOTE~~Note

On January 17, 2024, Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company” or “Textainer”) furnished ~~hereby~~to ~~furnishes~~ the ~~proxy~~U.S. ~~statement,~~Securities ~~the~~and ~~form~~Exchange ofCommission ~~proxy card~~ (~~for use by shareholders other than South African shareholders) and~~ the ~~form of proxy (for use by South African shareholders~~“SEC”) ~~(the~~a ~~form~~Report ofon ~~proxy~~Form ~~card~~6-K ~~and form~~a of proxy ~~collectively,~~statement (the “Proxy ~~Documents~~Statement”) ~~for~~in ~~the~~connection with a special general shareholder meeting ~~of its shareholders~~ to be held on February 22, 2024, atto ~~1:30~~approve ~~p.m.,~~its ~~Bermuda~~proposed ~~Time,~~acquisition atby ~~Textainer’s~~entities ~~registered~~affiliated ~~office~~with ~~at Century House~~Stonepeak, 16a ~~Par-La-Ville~~leading ~~Road,~~alternative ~~Hamilton~~investment HMfirm ~~08,~~specializing ~~Bermuda~~in ~~(the~~infrastructure ~~“Special Meeting”). Copies of the proxy statement~~ and ~~Proxy~~real ~~Documents are attached to this Form 6-K as Exhibit 99~~assets.1.

This Report on Form 6-K (including the Press Release attached as Exhibit 99.1 hereto (the “Press Release”)) is being furnished to the SEC and is incorporated by reference into the Proxy Statement. To the extent that the information set forth in the Press Release differs from or updates information contained in the Proxy Statement or other documents filed with or furnished to the SEC, the information set forth herein shall supersede or supplement the information in the Proxy Statement or such other documents.

Press Release

On February 13, 2024, Textainer issued the Press Release announcing its unaudited results for the fourth-quarter and full-year 2023 and the declaration of a dividend on its common and preferred shares. The Press Release also contemplates, among other things, closing of the proposed Stonepeak transaction in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer’s shareholders and other required regulatory clearances and approvals.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this ~~press~~Report ~~release~~on Form 6-K (including the Press Release) may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. ~~The~~due ~~factors that could cause actual results~~ to ~~differ materially include the following:~~ risks ~~related~~more tospecifically ~~the~~set ~~satisfaction~~forth orin ~~waiver of~~ the ~~conditions~~Press toRelease, ~~closing~~ the ~~proposed~~Proxy ~~acquisition (including~~Statement ~~the failure to obtain necessary regulatory approvals~~ and ~~failure~~other todocuments ~~obtain~~filed ~~the requisite vote~~ by Textainer’s ~~shareholders)~~with in the ~~anticipated~~SEC ~~timeframe or at all,~~ (including ~~the~~its ~~possibility~~Annual ~~that~~Report ~~the~~on ~~proposed~~Form ~~acquisition~~20-F). These ~~does~~risks ~~not close;~~include ~~the~~those ~~occurrence~~with ofrespect ~~any event~~to, ~~change~~among or other ~~circumstance or condition that could give rise to the termination of the merger agreement~~things, ~~including in circumstances requiring Textainer to pay a termination fee;~~ risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Textainer’s ~~ability to pursue certain~~ business opportunities or strategic transactions; risks related to diverting management’s attention from Textainer’s ongoing business operation; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Textainer’s common shares, preference shares and~~/or~~ ~~operating~~operations ~~results; significant transaction costs; unknown liabilities; the risk of litigation~~ and~~/or~~ ~~regulatory actions related to~~ the proposed ~~acquisition,~~Stonepeak ~~other~~transaction ~~business effects and uncertainties,~~ (including the ~~effects~~proposed oftiming ~~industry, market, business, economic, political or regulatory conditions; decreases in the demand~~ for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers’ decisions to buy rather than lease containers; increases in the ~~cost of repairing and storing Textainer~~transaction’s ~~off-hire~~closing, ~~containers;~~if ~~Textainer’s~~at ~~dependence~~all). In onaddition, ~~a limited number of customers and suppliers; customer defaults; decreases in~~ the ~~selling~~unaudited ~~prices of used containers; the impact of COVID-19 or future global pandemics on Textainer’s business and financial~~ results; ~~risks~~for ~~resulting from the political~~ and ~~economic~~balances ~~policies~~as of the ~~United~~quarter ~~States~~ and ~~other~~year ~~countries,~~ended ~~particularly~~December ~~China~~31, ~~including~~ ~~but~~2023 ~~not~~are ~~limited~~subject to, ~~the~~change ~~impact of trade wars, duties, tariffs~~ or ~~geo-political~~adjustment conflict; risks stemming from the international nature of Textainer’s business, including global and regional economic conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in ~~Ukraine~~connection and activities in Israel; extensive competition in the container leasing industry and developments thereto; decreases in demand for international trade; disruption to Textainer’s operations from failures of, or attacks on, Textainer’s information technology systems; disruption to Textainer’s operations as a result of natural disasters; compliance with ~~laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and anti-corruption;~~ the ~~availability~~completion ~~and cost~~ of ~~capital; restrictions imposed by~~ the ~~terms~~related ofaudit ~~Textainer’s debt agreements; and changes in tax laws in Bermuda, the United States and other countries~~thereof.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect Textainer’s business described in the proxy statement (including the other documents filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”) that are incorporated by reference therein), all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Textainer assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Textainer does not give any assurance that it will achieve its expectations.

Additional Information and Where to Find It

In connection with the Special Meeting, Textainer will mail or otherwise make available, on or about January 24, 2024, to Textainer’s shareholders as of the January 5, 2024 record date the proxy statement describing the merger proposal to be voted upon at the Special Meeting, as well as logistical information related to the Special Meeting. Along with a proxy statement, Textainer will also send a form of (i) proxy card (for use by shareholders other than South African shareholders) and (ii) proxy (for use by South African shareholders), in each case, enabling shareholders to submit their votes on that proposal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS REPORT ON FORM 6-K, THE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC ~~IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT~~ CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXTAINER AND ITS BUSINESS AND THE PROPOSED STONEPEAK TRANSACTION.

Investors and security holders will be able to obtain copies of these materials and other documents containing important information about Textainer and the proposed Stonepeak transaction, once such documents are filed with the SEC free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Textainer will be made available free of charge on Textainer’s investor relations website at https://investor.textainer.com/.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Textainer and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Textainer’s shareholders in connection with the proposed transaction. Information about Textainer’s directors and executive officers is set forth in the proxy statement, including information incorporated by reference into the proxy statement (such as Textainer’s Report on Form 20-F, which was filed with the SEC on February 14, 2023). Investors may obtain additional information regarding the interest of such participants by reading the proxy statement and other relevant materials regarding the acquisition to be filed with the SEC in respect of the proposed transaction. These documents can be obtained free of charge from the sources indicated above in “Additional Information and Where to Find It”.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY:

•

• REGISTRATION STATEMENTS ON FORM S-8 (NO. 333-233323 AND NO. 333- 211290) FILED WITH THE SEC ON AUGUST 16, 2019 AND MAY 11, 2016

•

• REGISTRATION STATEMENT ON FORM F-3 (NO. 333-255054) FILED WITH THE SEC ON APRIL 6, 2021

Exhibits

99.1 ~~Proxy~~Press ~~statement~~Release, ~~and~~dated ~~Proxy Documents for the special general meeting of the shareholders of the Company to be held on~~ February 2213, 2024.

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.

~~Textainer Group Holdings Limited By~~Date: ~~/s/~~February ~~Olivier~~13, ~~Ghesquiere Name: Olivier Ghesquiere Title: President and Chief Executive Officer~~2024

~~Date:~~Textainer ~~January 17,~~Group ~~2024~~Holdings Limited /s/ OLIVIER GHESQUIERE Olivier Ghesquiere President and Chief Executive Officer

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