Common Stock Offering

On September 13, 2012, Genesee & Wyoming Inc. ("the Company") entered into an underwriting agreement (the "Common Stock Underwriting Agreement") with Mortimer B. Fuller III, the Chairman of the Company's Board of Directors (the "Selling Shareholder"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and the other several underwriters named therein (collectively the "Common Stock Underwriters"), related to a public offering of 3,500,000 shares (the "Underwritten Shares") of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of the Company, which amount included 233,996 shares offered by the Selling Shareholder, at a price of $64.75 per share. Pursuant to the terms of the Common Stock Underwriting Agreement, the Company granted the underwriters an option to purchase up to 525,000 additional shares (the "Optional Shares" and, together with the Underwritten Shares, the "Shares") which the underwriters exercised on September 14, 2012. On September 19, 2012, the Company closed the underwritten public offering of 4,025,000 Shares, which amount included the 233,996 Shares offered by the Selling Stockholder and the Optional Shares.

Tangible Equity Units Offering

Also on September 13, 2012, the Company entered into an underwriting agreement (the "Units Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and the other several underwriters named therein (collectively the "Units Underwriters") related to a public offering of 2,000,000 5.00% Tangible Equity Units (the "Underwritten Units"), each with a stated amount of $100. Pursuant to the terms of the Units Underwriting Agreement, the Company granted the Units Underwriters an option to purchase up to 300,000 additional Units (the "Optional Units" and, together with the Underwritten Units, the "Units") which the underwriters exercised on September 14, 2012. On September 19, 2012, the Company closed the underwritten public offering of an aggregate of 2,300,000 5.00% Units, which amount included the Optional Units.

Each Unit initially consists of (i) a prepaid stock purchase contract (each a "Purchase Contract," and collectively, the "Purchase Contracts") that shall be settled against delivery of a number of shares of the Company's Common Stock to be determined pursuant to the Purchase Contract Agreement (as defined below) or redeemed, under certain circumstances, for cash and/or shares of the Common Stock and (ii) a senior amortizing note due October 1, 2015 (each an "Amortizing Note," and collectively, the "Amortizing Notes") that has an initial principal amount of $14.1023, bears interest at a rate of 4.50% per annum, and has a final installment payment date of October 1, 2015.

In connection with the issuance of the Units, the Company entered into a Purchase Contract Agreement, dated as of September 19, 2012, with Wilmington Trust, National Association, as purchase contract agent and as attorney-in-fact for the holders of the Purchase Contracts from time to time and Wilmington Trust, National Association, as trustee under the Indenture (as defined below).

Unless settled or redeemed earlier, on October 1, 2015, each Purchase Contract will automatically settle and the Company will deliver a number of shares of Common Stock based on the applicable market value, which is the average of the daily volume weighted average price of the Common Stock on each of the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding October 1, 2015, as follows (subject to adjustment):

• if the applicable market value is equal to or greater than the threshold appreciation price, which is initially approximately $80.9389, holders will receive 1.2355 shares of Common Stock (the "minimum settlement rate");

• if the applicable market value is greater than the reference price, which is initially $64.75, but less than the threshold appreciation price, holders will receive a number of shares of Common Stock equal to $100, which is the stated amount of each Unit, divided by the applicable market value; and

• if the applicable market value is less than or equal to the reference price, holders will receive 1.5444 shares of Common Stock (the "maximum settlement rate").

The Company may elect to settle all, but not less than all, outstanding Purchase Contracts on or after May 15, 2013 at the "early mandatory settlement rate" (as defined in the Purchase Contract Agreement), upon a date fixed by the Company upon not less than five business days' notice. In addition, if the agreement and plan of merger relating to the Company's pending acquisition of RailAmerica, Inc. has terminated, the Company may elect within the five business days immediately following April 30, 2013 to redeem all, but not less than all, outstanding Purchase Contracts on the terms set forth in the Purchase Contract Agreement (a "Merger Termination Redemption"). Except for cash in lieu of fractional shares or, under certain circumstances, in the event of a Merger Termination Redemption, the Purchase Contract holders will not receive any cash distributions under the Purchase Contracts.

In connection with the issuance of the Amortizing Notes, the Company entered into Indenture, dated as of September 19, 2012 with Wilmington Trust, National Association, as trustee (the "Base Indenture"), and a First Supplemental Indenture, dated as of September 19, 2012, with the Trustee (the "Supplemental Indenture" and, together, with the Base Indenture, the "Indenture"). The form of the Base Indenture was filed as Exhibit 4(f) to the Registration Statement.

On each January 1, April 1, July 1 and October 1, commencing on January 1, 2013 (each, an "installment payment date"), the Company will pay holders of Amortizing Notes equal quarterly cash installments of $1.25 per Amortizing Note . . .

The information set forth above under Item 1.01 with respect to the Units is hereby incorporated by reference into this Item 2.03.

In connection with the offering of the Shares and the Units, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Common Stock Underwriting Agreement, (ii) the Units Underwriting Agreement, (iii) the Purchase Contract Agreement, (iv) the form of Unit, (v) the form of Purchase Contract, (vi) the First Supplemental Indenture, (vii) the form of Amortizing Note, (viii) the Base Indenture, (ix) the opinion of Simpson Thacher & Bartlett LLP, and related consent, and (x) information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement.

Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time the Company makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should, "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this filing include, among others:
uncertainties as to the timing of the acquisition of RailAmerica; the possibility that various closing conditions for the acquisition of RailAmerica may not be satisfied or waived; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this filing, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

(d) Exhibits.

Exhibit 1(a)       Underwriting Agreement dated September 13, 2012 among the
                   Company, the Selling Shareholder and Merrill Lynch, Pierce,
                   Fenner & Smith Incorporated, Citigroup Global Markets Inc. and
                   J.P. Morgan Securities LLC.

Exhibit 1(b)       Underwriting Agreement dated September 13, 2012 among the
                   Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                   Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.

Exhibit 4(p)       Purchase Contract Agreement, dated as of September 19, 2012,
                   among the Company and Wilmington Trust, National Association, as
                   Purchase Contract Agent and as attorney-in-fact for the holders
                   of the Purchase Contracts from time to time and Wilmington
                   Trust, National Association, as Trustee under the Indenture.

Exhibit 4(q)       Form of Unit (included in Exhibit 4(p) hereof).

Exhibit 4(r)       Form of Purchase Contract (included in Exhibit 4(p) hereof).

Exhibit 4(s)       First Supplemental Indenture, dated as of September 19, 2012,
                   between the Company and Wilmington Trust, National Association,
                   as Trustee.

Exhibit 4(t)       Form of Amortizing Note (included in Exhibit 4(s) hereof).

Exhibit 4(u)       Indenture, dated as of September 19, 2012, between the Company
                   and Wilmington Trust, National Association, as Trustee.

Exhibit 5(a)       Opinion of Simpson Thacher & Bartlett LLP.

Exhibit 23(d)      Consent of Simpson Thacher & Bartlett LLP (included in Exhibit
                   5(a)).

Exhibit 99.1       Information relating to Part II, Item 14 "Other Expenses of
                   Issuance and Distribution" of the Registration Statement (File
                   No. 333-183862).