The Greenbrier Companies, Inc. (NYSE:GBX) filed a current report on Form 8-K on October 26, 2026, disclosing a Cooperation Agreement with Atlas FRM LLC (d/b/a Atlas Holdings LLC) and the appointment of Emanuel R. Pearlman as a new member of its board of directors, effective October 27, 2026.

Key Highlights

  • New director appointed: Emanuel R. Pearlman was appointed to the board and to the Audit Committee, effective October 27, 2026, pursuant to a Cooperation Agreement with Atlas FRM LLC.
  • Board size expanded: The board increased from ten to eleven directors to accommodate the appointment, according to the filing.
  • Class III term: Mr. Pearlman will serve in Class III, with his initial term expiring at the 2027 annual meeting of shareholders.
  • 2027 slate commitment: The company agreed to include Mr. Pearlman in its slate of nominees for election at the 2027 annual meeting, for a term expiring at the 2030 annual meeting.
  • Standstill and confidentiality provisions: In connection with the Cooperation Agreement, Atlas entered into a confidentiality agreement with the company that includes customary standstill commitments.
  • Irrevocable resignation letter: Concurrently with the agreement's execution, Mr. Pearlman delivered an irrevocable letter of resignation, which would take effect if Atlas or any affiliate publicly announces or discloses a proposal to acquire all or a majority of the company's voting securities or substantially all of its assets.

Greenbrier and Atlas Reach Board Composition Agreement, Adding Pearlman as Eleventh Director

According to the filing, The Greenbrier Companies, Inc. entered into the Cooperation Agreement with Atlas FRM LLC on October 24, 2026. Under the agreement, the company agreed to appoint Emanuel R. Pearlman as a director and as a member of the Audit Committee, with the appointment effective October 27, 2026. The board simultaneously voted to increase its size from ten to eleven directors to create the seat. The filing states that other than the Cooperation Agreement, "there are no arrangements or understandings between Mr. Pearlman and any other person pursuant to which he was selected as a director."

The filing describes Mr. Pearlman as having "more than 35 years of experience spanning investment management, executive finance, operations and advisory positions with publicly traded and private companies." He is identified as the Founder, Chair, and Chief Executive Officer of Liberation Investment Group, LLC, and currently serves on the board of MidCap Financial Investment Corporation, described as a publicly traded business development company. Mr. Pearlman holds an AB in economics from Duke University and an MBA from Harvard Business School, according to the filing.

The Cooperation Agreement also includes voting commitments and limited sharing of non-public information, subject to confidentiality and trading restrictions. The filing discloses that the agreement will remain in effect until the standstill restrictions in Atlas' confidentiality agreement expire, subject to earlier termination by the company if Atlas announces an acquisition proposal or materially breaches the confidentiality agreement and fails to cure the breach within ten business days after written notice. The company also noted that Mr. Pearlman will participate in the standard non-employee director compensation program and will enter into the company's standard form of indemnification agreement.

What Was Disclosed

Greenbrier disclosed a Cooperation Agreement with Atlas FRM LLC, the appointment of Emanuel R. Pearlman to the board and Audit Committee effective October 27, 2026, an expansion of the board from ten to eleven directors, and related standstill, voting, and confidentiality commitments.