GREENBRIER COMPANIES INC 8-K

What Happened

• The Greenbrier Companies, Inc. (GBX) filed an 8-K on February 4, 2026 disclosing that its special-purpose subsidiary, GBX Leasing 2022-1 LLC (the Issuer), issued $300,000,000 aggregate principal of secured railcar equipment notes (Series 2026-1): $280,425,000 Class A and $19,575,000 Class B.
• The Notes were issued under the Master Indenture (dated Feb 9, 2022) with U.S. Bank Trust Company, N.A. as indenture trustee, and a Series 2026-1 Supplement dated Feb 4, 2026. Interest rates are fixed at 5.13% for Class A and 5.30% for Class B; stated final maturity is February 22, 2056.

Key Details

• Issuer: GBX Leasing 2022-1 LLC (a wholly owned SPV of GBX Leasing, LLC); Notes are obligations of the Issuer only and are secured by a portfolio of railcars and related leases.
• Amounts & rates: $280,425,000 Class A at 5.13%; $19,575,000 Class B at 5.30%; payments are monthly.
• Use of proceeds and structure: Railcars were purchased from GBXL and GBXL I under existing purchase/contribution agreements; net proceeds will be used for general corporate purposes. Servicing/management arrangements involve Greenbrier Management Services, LLC.
• Offering: Sold in a private placement to qualified institutional buyers (Rule 144A) and non-U.S. persons (Reg S); the Notes are unregistered under the Securities Act.

Why It Matters

• This transaction raises $300M of secured, asset-backed financing tied to Greenbrier’s railcar portfolio, which can provide liquidity and support leasing operations without adding direct recourse to Greenbrier (the Notes are obligations of the Issuer). Investors should note the fixed coupon rates, the long stated maturity (2056) with anticipated earlier amortization from cash flows, and that acceleration remedies are controlled by holders of a majority of the senior class. The offering was private, so these notes are not broadly tradable to retail investors.