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Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 3, 2015

Commission File Number 001-33725

Textainer Group Holdings Limited

(Translation of Registrants name into English)

Century House

16 Par-La-Ville Road

Hamilton HM 08

Bermuda

(441) 296-2500

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x

If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable

This report contains a copy of the press release entitled Textainer Group Holdings Limited Reports Second-Quarter Results and Declares Quarterly Dividend, dated November 3, 2015.

Exhibit

Textainer Group Holdings Limited

Reports Third-Quarter Results and Declares

Quarterly Dividend

Board of Directors Authorizes Share Repurchase Program of Up to $100 million

HAMILTON, Bermuda (BUSINESS WIRE) November 3, 2015 Textainer Group Holdings Limited (NYSE: TGH) (Textainer, the Company, we and our), the worlds largest lessor of intermodal containers based on fleet size, reported third-quarter 2015 results.

Financial and Business Highlights

Our performance this quarter was adversely impacted by the default of one of our customers and our decision to reduce the residual value of our 40 foot high cube containers from $1,650 to $1,450, commented Philip K. Brewer, President and Chief Executive Officer of Textainer. We had been working with the defaulted lessee to reduce our exposure. Unfortunately, the lessee was not able to overcome the challenging conditions in its domestic market. Our lessee default insurance will cover much of the loss after the deductible, so we do not expect this default to have a material impact on our financial results in future periods.

We continuously review container resale values compared to our residual values. Due to a decline in the resale value of 40 foot high cube containers, we decided to reduce their residual value for depreciation purposes. We do not see the need to reduce the residual value of other container types at this time. However, we will make adjustments should our expectations regarding future sales prices change.

Lease rental income, excluding $2.6 million of proceeds received from a settlement with a bankrupt lessee in the prior year quarter, was basically flat year over year. The decline in our rental rates and lower year-over-year utilization were almost completely offset by the increase in our owned fleet size continued Mr. Brewer. The demand for containers this year has been much weaker than we expected. There was no traditional demand peak during the third quarter. The level of new dry container inventory at factories is currently around 930,000 TEU, which although down from last quarter is still high for this time of year. Container manufacturers are operating at very low levels if not effectively closed. Additionally, new and used container prices have continued to decline resulting in lower rental rates and gains on container sales.

Our average interest rate for the quarter has continued to decline as a result of recent refinancings. Our utilization has remained high declining only 2.6% since the beginning of the year. Our Resale Division sold more than 115,000 containers through the end of the third quarter. We have invested more than $600 million for lease-out in 2015, purchasing more than 230,000 TEU of new and used containers but additional investment through year-end is likely to be limited. We continue to successfully grow our reefer business having purchased more reefers during 2015 than in any year in our history concluded Mr. Brewer.

Key Financial Information (in thousands except for per share and TEU amounts):

Adjusted net income and adjusted EBITDA are Non-GAAP Measures that are reconciled to

GAAP measures in footnote 1. Adjusted net income is defined as net income attributable to Textainer Group Holdings Limited common shareholders before charges to interest expense for the write-off of unamortized debt issuance costs related to refinancing of debt, unrealized (gains) losses on interest rate swaps, collars and caps, net and the related impact of reconciling items on income tax expense and net income attributable to the non-controlling interests (NCI). Adjusted EBITDA is defined as net income attributable to Textainer Group Holdings Limited common shareholders before interest income and expense, realized and unrealized (gains) losses on interest rate swaps, collars and caps, net, income tax expense (benefit), net income attributable to the NCI, depreciation expense and container impairment, amortization expense and the related impact of reconciling items on net income attributable to the NCI. Footnote 1 provides certain qualifications and limitations on the use of Non-GAAP Measures.

Third-Quarter Results

Textainer has experienced a decrease in resale prices for 40 foot high cube containers primarily due to slowing economies in Europe and Asia, the strength of the US dollar versus many other currencies, lower new container prices and an increase in the quantity of containers being put to sale. Based on this extended period of lower realized resale prices and our expectation that future prices will be lower than originally expected, we decreased the residual value of our 40 foot high cube containers from $1,650 per container to $1,450 per container. This decrease, which was effective July 1, 2015, resulted in $5.8 million of additional depreciation expense and container...


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