Greenbrier (GBX) director Wanda Felton details RSU vesting and phantom share deferrals

Rhea-AI Filing Summary

Greenbrier Companies director Wanda Felton reported equity award activity involving common stock, restricted stock units, and phantom shares on January 7, 2026. She acquired 2,022 shares of common stock at $0.0 per share from the vesting of time-based restricted stock units granted on January 9, 2025. She also acquired 2,772 shares of common stock at $0.0 per share from a fully vested grant of 3,465 restricted stock units, while electing to defer delivery of 20% of the shares and instead receiving 693 phantom shares under the company’s deferred compensation plan for non-employee directors.

In a separate vesting, 2,528 previously reported restricted stock units vested, with 20% of the associated common stock value deferred into 506 additional phantom shares. After these transactions, Felton directly holds 7,794 shares of Greenbrier common stock and 17,233 phantom shares, each phantom share being the economic equivalent of one share of common stock, payable in cash or stock upon her termination of service.

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

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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^*

Felton Wanda F

(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
Common Stock	01/07/2026		M		2,022	A	$0.0(1)	5,022	D
Common Stock	01/07/2026		A(2)		2,772	A	$0.0	7,794	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	(2)	01/07/2026		A		693		(2)	(2)	Common Stock	693	(2)	16,727	D
Phantom Shares	(3)	01/07/2026		M		506		(3)	(3)	Common Stock	506	(3)	17,233	D
Restricted Stock Units	(3)	01/07/2026		M			2,528	(3)	(3)	Common Stock	2,528	(3)	0	D

Explanation of Responses:

1. The reported transaction represents the vesting of time-based Restricted Stock Units granted on January 9, 2025 that vested on the earlier of the grant date 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.

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 20% 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.

3. 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 20% 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: Wanda Felton	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Wanda Felton report for Greenbrier Companies (GBX)?

Director Wanda Felton reported multiple equity award events on January 7, 2026, including the vesting of restricted stock units into common stock and the receipt of phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

How many Greenbrier (GBX) common shares does Wanda Felton own after these transactions?

Following the reported transactions, Wanda Felton directly owns 7,794 shares of Greenbrier common stock, reflecting the addition of vested shares from her restricted stock unit awards.

What are the key restricted stock unit (RSU) events disclosed for GBX director Wanda Felton?

The filing shows the vesting of 2,022 time-based restricted stock units granted on January 9, 2025, and a fully vested grant of 3,465 restricted stock units, from which 2,772 shares of common stock were delivered and part was deferred into phantom shares. It also reports vesting of 2,528 previously disclosed restricted stock units.

How many phantom shares linked to Greenbrier (GBX) does Wanda Felton hold after the filing?

After the January 7, 2026 activity, Wanda Felton holds 17,233 phantom shares, which are described as the economic equivalent of one share of common stock each and are payable in cash or stock upon her termination of service.

What does deferring Greenbrier (GBX) shares into phantom shares mean in this filing?

For both the 3,465-unit restricted stock grant and the 2,528-unit vesting, Wanda Felton elected to defer delivery of 20% of the common shares otherwise deliverable and was credited with an equivalent number of phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

Were Wanda Felton’s Greenbrier (GBX) equity transactions purchases or grants?

The reported activity consists of vestings and grants of restricted stock units and related phantom share credits at a transaction price of $0.0 per share, rather than open-market purchases or sales.

When will Wanda Felton receive value from her Greenbrier (GBX) phantom shares?

The phantom shares are described as payable in cash or common stock upon Wanda Felton’s termination of service as a non-employee director, consistent with the company’s deferred compensation plan.