Greenbrier Companies (NYSE: GBX) director adds 17 RSUs through dividend equivalents

Rhea-AI Filing Summary

Greenbrier Companies director receives small RSU dividend grant

A Greenbrier Companies (GBX) director reported an automatic grant of 17 time-based restricted stock units (RSUs) on December 3, 2025. These RSUs were issued under dividend equivalent rights tied to previously granted RSUs, effectively crediting additional units instead of cash dividends.

The new RSUs will vest on the earlier of the first anniversary of the grant date of the underlying RSUs or the date of the next annual shareholder meeting. After this transaction, the reporting person directly holds 2,528 derivative securities in the form of RSUs, each representing a contingent right to receive one share of GBX common stock.

Insights

Equity Compensation Analyst

Small dividend-based RSU grant modestly increases a director’s equity stake without cash outlay.

The filing shows a director of Greenbrier Companies (GBX) received 17 restricted stock units on December 3, 2025 through dividend equivalent rights. Instead of receiving cash dividends on prior RSU awards, the director is credited with additional RSUs at an exercise price of $0.0, which is standard for this type of equity compensation.

These incremental RSUs vest on the earlier of the first anniversary of the underlying grant date or the next annual shareholder meeting, aligning the director’s incentives with shareholders over a defined period. Following this grant, the director holds 2,528 RSUs directly, each exchangeable for one share of GBX common stock if and when vested, modestly increasing long-term, equity-based exposure to the company.

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
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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^*

Jack Graeme

(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)
12/03/2025

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
Restricted Stock Units	$0.0	12/03/2025		A		17		(1)	(1)	Common Stock	17	$0.0	2,528	D

Explanation of Responses:

1. The reported transaction represents the automatic grant of additional time-based Restricted Stock Units, pursuant to dividend equivalent rights, that will vest on the earlier of the first anniversary of the grant date of the underlying Restricted Stock Units or the date of the next annual shareholder meeting. Each restricted stock unit represents a contingent right to receive one share of GBX common stock.

	By: Kim Moore, Attorney-In-Fact For: Graeme A. Jack	12/04/2025
	** 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 did the Greenbrier Companies (GBX) director report in this Form 4?

The director reported an automatic grant of 17 restricted stock units (RSUs) on December 3, 2025 under dividend equivalent rights tied to earlier RSU awards.

How many Greenbrier (GBX) RSUs does the reporting person hold after this transaction?

After the transaction, the reporting person directly beneficially owns 2,528 RSUs, each representing a contingent right to receive one share of GBX common stock.

Why were additional Greenbrier (GBX) RSUs granted to the director?

The 17 RSUs were granted automatically as dividend equivalent rights, meaning dividends on prior RSUs were credited in the form of additional stock units rather than cash.

When will the newly granted Greenbrier (GBX) RSUs vest?

The additional RSUs will vest on the earlier of the first anniversary of the grant date of the underlying RSUs or the date of the next annual shareholder meeting.

Does each Greenbrier (GBX) RSU equal one share of common stock?

Yes. Each restricted stock unit reported in this filing represents a contingent right to receive one share of Greenbrier common stock upon vesting.

Is this Greenbrier (GBX) Form 4 transaction a purchase for cash?

No. The filing shows an automatic grant of RSUs at an exercise price of $0.0 issued as part of the company’s equity compensation and dividend equivalent rights program.