GBX Greenbrier Companies Inc

Item 3.02 Unregistered Sales of Equity Securities.

The Convertible Notes were offered in the United States only to qualified institutional buyers in accordance with Rule 144A in compliance with and reliance on a private placement exemption from registration afforded by Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes and any common stock issuable upon their conversion may be offered and resold only in transactions that are exempt from registration under the Securities Act and other applicable securities laws. The Convertible Notes were sold to the Initial Purchasers on February 6, 2017 for cash for 100% of their principal amount. The Company estimates that the

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net proceeds from the offering of the Convertible Notes were approximately $265.5 million, after deducting estimated fees and expenses of approximately $1.2 million and the discount to the Initial Purchasers of approximately $8.3 million.

Holders of the Convertible Notes may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding November 1, 2023 only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on May 31, 2017 (and only during such fiscal quarter), if the last reported sale price of Greenbrier’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under the Indenture) per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Greenbrier’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events described under the Indenture. On or after November 1, 2023 a holder may convert all or any portion of its Convertible Notes, until the close of business on the business day immediately preceding the maturity date, regardless of whether the foregoing conditions have been satisfied. The Convertible Notes are convertible into shares of Greenbrier’s common stock at an initial conversion rate of 16.6234 shares of Greenbrier’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $60.16 per share of common stock. The conversion rate is subject to customary adjustments as provided for in the Indenture.

Upon a conversion of the notes, Greenbrier may elect to pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares as provided for in the Indenture.

If Greenbrier undergoes certain types of make-whole fundamental changes, then, in certain circumstances, the Company will pay a fundamental change make-whole premium upon the conversion of the Convertible Notes in connection with such make-whole fundamental change by increasing the conversion rate on such Convertible Notes. The amount of the fundamental change make-whole premium, if any, will be based on the price paid, or deemed to be paid, per share of the Company’s common stock in the transaction constituting the make-whole fundamental change and the effective date of the make-whole fundamental change.

The foregoing description of the Convertible Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference, and to the form of Global Note, which is filed as Exhibit A to the Indenture.

To the extent required by Item 3.02 of Form 8-K, the information contained in (or incorporated by reference into) Items 1.01 and 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.