Greenbrier (GBX) director Huffines defers RSU awards into phantom shares

Rhea-AI Filing Summary

Greenbrier Companies director James R. Huffines reported equity award activity and deferrals. On January 7, 2026, 2,528 previously unvested Restricted Stock Units vested, and instead of receiving common shares, he chose to defer them into 2,528 phantom shares under Greenbrier’s deferred compensation plan for non-employee directors. After this transaction, he held 14,127 phantom shares directly.

On the same date, he received a grant of 3,465 Restricted Stock Units that were fully vested at grant. He likewise elected to defer these into 3,465 phantom shares under the same plan, bringing his directly held phantom share balance to 17,592. Each phantom share is economically equivalent to one share of common stock and becomes payable, in cash or common stock, upon his termination of board service, with the ability to transfer amounts into an alternative investment account at any time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Huffines James R

(Last) (First) (Middle)

C/O THE GREENBRIER COMPANIES, INC.

ONE CENTERPOINTE DRIVE, SUITE 200

(Street)

LAKE OSWEGO OR 97035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GREENBRIER COMPANIES INC [ GBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares	(1)	01/07/2026		M		2,528		(1)	(1)	Common Stock	2,528	(1)	14,127	D
Phantom Shares	(2)	01/07/2026		A		3,465		(2)	(2)	Common Stock	3,465	(2)	17,592	D
Restricted Stock Units	(1)	01/07/2026		M			2,528	(1)	(1)	Common Stock	2,528	(1)	0	D

Explanation of Responses:

1. The reported transaction represents the vesting of 2,528 unvested Restricted Stock Units previously included in Table II. The reporting person elected to defer delivery of the shares of Common Stock otherwise deliverable to the reported person upon vesting and, instead, was credited with an equivalent number of phantom shares under the Company's deferred compensation plan for non-employee directors. Each phantom share is the economic equivalent of one share of Common Stock. The shares of phantom stock become payable in cash or Common Stock upon the reporting person's termination of service and may be transferred by the reporting person into an alternative investment account at any time.

2. The reported transaction represents the grant of 3,465 Restricted Stock Units that were fully vested at grant. Each Restricted Stock Unit represented a contingent right to receive one share of Common Stock. The reporting person elected to defer delivery of the shares of Common Stock otherwise deliverable to the reported person upon vesting and, instead, was credited with an equivalent number of phantom shares under the Company's deferred compensation plan for non-employee directors. Each phantom share is the economic equivalent of one share of Common Stock. The shares of phantom stock become payable in cash or Common Stock upon the reporting person's termination of service and may be transferred by the reporting person into an alternative investment account at any time.

	By: Kim Moore, Attorney-In-Fact For: James R. Huffines	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Greenbrier (GBX) director James R. Huffines report on January 7, 2026?

On January 7, 2026, director James R. Huffines reported two derivative equity award transactions: the vesting and deferral of 2,528 Restricted Stock Units into phantom shares and the grant and immediate deferral of 3,465 fully vested Restricted Stock Units into phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

How many phantom shares of Greenbrier (GBX) does James R. Huffines hold after these transactions?

Following the reported Form 4 transactions on January 7, 2026, James R. Huffines directly beneficially owned 17,592 phantom shares tied to Greenbrier Companies common stock.

What happened to the 2,528 Restricted Stock Units reported by Greenbrier (GBX) director Huffines?

The 2,528 Restricted Stock Units previously reported in Table II vested on January 7, 2026. Instead of taking delivery of common shares, James R. Huffines elected to defer the shares and was credited with 2,528 phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

What are the terms of the 3,465 Restricted Stock Units granted to Greenbrier (GBX) director Huffines?

The reported transaction includes a grant of 3,465 Restricted Stock Units that were fully vested at grant. Each unit represented a right to receive one share of common stock. Huffines elected to defer delivery of those shares and was credited with 3,465 phantom shares under the company’s deferred compensation plan.

How do phantom shares work for Greenbrier (GBX) non-employee directors?

For Greenbrier non-employee directors, each phantom share is the economic equivalent of one share of common stock. According to the disclosures, the phantom shares become payable in either cash or common stock upon the director’s termination of service and may be transferred into an alternative investment account at any time.

Did Greenbrier (GBX) director Huffines receive common stock directly in these Form 4 transactions?

No. Although the transactions involved vesting and grants of awards tied to Greenbrier common stock, James R. Huffines elected in each case to defer delivery of the underlying shares and instead receive an equivalent number of phantom shares under the deferred compensation plan.