Greenbrier Companies Appoints Emanuel Pearlman to Board as Part of Cooperation Agreement with Atlas Holdings

The Greenbrier Companies, Inc. announced on October 24, 2026, that it has entered into a Cooperation Agreement with Atlas FRM LLC (d/b/a Atlas Holdings LLC) to resolve a governance dispute. As part of this agreement, Greenbrier has agreed to appoint Emanuel R. Pearlman to its Board of Directors and related committees, effective October 27, 2026.

Pursuant to the Cooperation Agreement, Mr. Pearlman will serve as a Class III director, with a term expiring at the Company’s 2027 Annual Meeting of Shareholders. He will also serve on the Board’s Audit Committee. The Company’s Board has increased its size from ten to eleven directors to accommodate the appointment. Mr. Pearlman will be included in the Company’s slate of nominees for election at the 2027 Annual Meeting, with a term that would extend to the 2030 Annual Meeting.

The Cooperation Agreement includes specific provisions regarding Mr. Pearlman’s service. If he resigns, is removed, or ceases to serve as a director, the Company and Atlas will cooperate to identify a mutually acceptable replacement director. Additionally, Mr. Pearlman has delivered an irrevocable letter of resignation to the Company. This resignation will become effective immediately upon Atlas or any of its affiliates publicly announcing or disclosing a proposal or offer to acquire all or a majority of the Company’s voting securities or all or substantially all of its assets.

Mr. Pearlman is the Founder, Chair, and Chief Executive Officer of Liberation Investment Group, LLC, an investment management and consulting firm. He brings more than 35 years of experience in investment management, executive finance, and operations, and currently serves on the board of MidCap Financial Investment Corporation. He holds an AB in economics from Duke University and an MBA from Harvard Business School. In connection with his appointment, Mr. Pearlman will participate in the Company’s compensation program for non-employee directors and enter into the Company’s standard form of indemnification agreement.

The Cooperation Agreement also establishes a confidentiality agreement between Greenbrier and Atlas, which includes customary standstill commitments. The agreement will remain in effect until the standstill restrictions in the confidentiality agreement expire, subject to earlier termination by the Company under specific conditions, such as a public announcement of an acquisition proposal by Atlas or a material breach of the confidentiality agreement.