[Form 4] GREENBRIER COMPANIES INC Insider Trading Activity

Rhea-AI Filing Summary

Greenbrier Companies director Thomas B. Fargo reported equity award activity involving deferred compensation. On January 7, 2026, 2,528 previously granted Restricted Stock Units vested, and he chose to defer the related common shares, receiving 2,528 phantom shares under Greenbrier’s deferred compensation plan for non-employee directors. The same day, he received a fully vested grant of 3,465 Restricted Stock Units, and likewise elected to defer these into 3,465 phantom shares. Each phantom share is economically equivalent to one share of common stock and becomes payable in cash or stock upon his termination of service, with the ability to transfer amounts into an alternative investment account.

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^*

FARGO THOMAS B

(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)	30,510	D
Phantom Shares	(2)	01/07/2026		A		3,465		(2)	(2)	Common Stock	3,465	(2)	33,975	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: Thomas B. Fargo	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 Thomas B. Fargo report?

He reported the vesting of 2,528 Restricted Stock Units and the grant of 3,465 Restricted Stock Units on January 7, 2026, all handled through the deferred compensation plan.

Did Thomas B. Fargo receive phantom shares of Greenbrier (GBX) stock?

Yes. He elected to defer delivery of common shares and was credited with 2,528 phantom shares from vested RSUs and 3,465 phantom shares from a fully vested RSU grant.

What are the economic terms of the phantom shares reported by the Greenbrier (GBX) director?

Each phantom share is the economic equivalent of one share of Greenbrier common stock and becomes payable in cash or common stock upon his termination of service.

When will the phantom shares reported by Thomas B. Fargo be paid out?

The phantom shares become payable in cash or common stock upon his termination of service as a non-employee director.

Can the Greenbrier (GBX) director move phantom share balances to other investments?

Yes. The disclosure states the phantom share balances may be transferred into an alternative investment account at any time.

Were the reported Restricted Stock Units for the Greenbrier (GBX) director fully vested?

The 2,528 RSUs reported had vested on January 7, 2026, and the additional 3,465 RSUs were described as fully vested at grant.