GREENBRIER COMPANIES INC — Form 8-K

Greenbrier agreed to appoint Emanuel R. Pearlman (nominated by Atlas FRM LLC/Atlas Holdings) as a Class III director effective October 27, 2026, increasing the board to 11 members. Pearlman will stand for election at the 2027 annual meeting. Under the cooperation agreement, Atlas committed to customary standstill provisions and a confidentiality agreement; Pearlman must resign immediately if Atlas makes a public acquisition offer. Atlas will vote its shares in favor of Greenbrier's 2027 director slate and is entitled to nominate a replacement director if Pearlman cannot serve. For up to two years, if Atlas holds ≥3% economic interest, it may request meetings (up to three per quarter) with Pearlman and one independent director to receive non-public operational information.