GBX insider converts equity awards into phantom shares

Rhea-AI Filing Summary

Greenbrier (GBX) insider activity: On 10/17/2025 and 10/18/2025, a company officer (SVP & President, Europe) reported transactions coded “M” tied to equity awards. The reporting person deferred vested restricted stock units and received an equal number of phantom shares: 2,701 on 10/17 and 8,397 on 10/18 at $0.0. Following these moves, directly held common stock was 19,155 shares, and phantom shares (derivative) were 30,016. Phantom shares mirror common stock economics and are payable in cash upon termination of employment.

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

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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^*

Glenn William

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & President, Europe

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025

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
Common Stock	10/17/2025		M		2,701(1)	D	$0.0	27,552	D
Common Stock	10/18/2025		M		8,397(1)	D	$0.0	19,155	D

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)	10/17/2025		M		2,701(1)		(1)	(1)	Common Stock	2,701	$0.0(1)	21,619	D
Phantom Shares	(1)	10/18/2025		M		8,397(1)		(1)	(1)	Common Stock	8,397	$0.0(1)	30,016	D

Explanation of Responses:

1. Upon the vesting of restricted stock units, the reporting person deferred the receipt of shares of common stock and received instead an equal number of shares of phantom stock pursuant to the Company's deferred compensation plan. Each phantom share is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of employment with the Company, and may be transferred by the reporting person into an alternative investment account at any time.

	By: Kim Moore, Attorney-In-Fact For: William G. Glenn	10/20/2025
	** 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 Greenbrier (GBX) report in this Form 4?

An officer deferred vested RSUs into phantom shares via transactions coded “M” on 10/17/2025 and 10/18/2025, with corresponding movements between common and phantom shares.

How many shares were converted to phantom shares?

2,701 shares on 10/17/2025 and 8,397 shares on 10/18/2025, each at $0.0.

How many Greenbrier (GBX) common shares are held after the transactions?

19,155 shares of common stock were beneficially owned directly after the reported transactions.

How many phantom shares are held after the transactions?

30,016 phantom shares were beneficially owned after the reported transactions.

What are phantom shares in this context?

Each phantom share is the economic equivalent of one common share and becomes payable in cash upon termination of employment; they can be moved to an alternative investment account at any time.

Who is the reporting person’s role at Greenbrier (GBX)?

Officer: SVP & President, Europe.