GBX insider reports RSU grant/vest and tax withholding on 10/22/2025

Rhea-AI Filing Summary

Greenbrier Companies (GBX) executive William J. Krueger, SVP and COO, The Americas, reported equity award activity. On 10/22/2025, he acquired 47,862 shares of common stock at $0.00, reflecting a grant and vesting of restricted stock units under the company’s 2021 Stock Incentive Plan. He also had 12,062 shares withheld at $45.76 to cover taxes tied to the RSU vesting.

Following these transactions, Krueger directly beneficially owned 65,262 shares. The filing notes that the acquisition relates to a grant of time-vesting RSUs and the vesting of performance-vesting RSUs, and that the share withholding was solely for tax obligations.

Insights

Corporate governance and insider transactions analyst

Routine RSU grant/vest with tax withholding; neutral impact.

The activity reflects standard executive compensation mechanics: a grant and vesting of RSUs credited at no cash price, paired with a Form 4 code F tax withholding transaction at $45.76 per share. This aligns with typical equity award cycles under the 2021 Stock Incentive Plan.

The filing reports 47,862 shares acquired via awards and 12,062 shares withheld for taxes on 10/22/2025, leaving 65,262 shares directly beneficially owned. There is no disclosed open-market buying or selling; any future trading would be separate from this award and withholding.

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^*

Krueger William J.

(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, COO, The Americas

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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	10/22/2025		A		47,862(1)	A	$0.0	77,324	D
Common Stock	10/22/2025		F		12,062(2)	D	$45.76	65,262	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

Explanation of Responses:

1. The reported transaction involved the reporting person's receipt of a grant of time-vesting restricted stock units under The Greenbrier Companies 2021 Stock Incentive Plan and the vesting of performance-vesting restricted stock units granted under The Greenbrier Companies 2021 Stock Incentive Plan.

2. Shares withheld in payment of tax liability incident to the vesting of restricted stock units.

	By: Kim Moore, Attorney-In-Fact For: William J. Krueger	10/24/2025
	** 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 GBX executive William J. Krueger report on his Form 4?

He reported acquiring 47,862 shares via RSU grant/vesting at $0.00 and a tax withholding of 12,062 shares at $45.76 on 10/22/2025.

How many GBX shares does the reporting person own after the transactions?

He directly beneficially owned 65,262 shares following the reported transactions.

What does transaction code F mean in this GBX filing?

Code F indicates shares withheld to satisfy tax liabilities upon vesting of equity awards.

What plan governed the reported GBX equity awards?

Awards were under The Greenbrier Companies 2021 Stock Incentive Plan.

Were these open-market purchases or sales of GBX stock?

No. The acquisition reflects RSU grant/vesting; the disposition reflects tax withholding.

What role does the reporting person hold at GBX?

He is SVP, COO, The Americas.