Greenbrier (NYSE: GBX) director reports RSU vesting and phantom share grant

Rhea-AI Filing Summary

Greenbrier Companies director Graeme Jack reported equity award activity and deferrals. On January 7, 2026, 2,528 previously granted Restricted Stock Units vested and, instead of taking common shares, he chose to defer them into 2,528 phantom shares under Greenbrier’s deferred compensation plan for non-employee directors. The filing also shows a grant of 3,465 fully vested Restricted Stock Units on the same date, which he likewise deferred into an equal number of phantom shares.

Each phantom share is economically equivalent to one share of Greenbrier common stock and becomes payable in cash or stock when Jack’s board service ends, with flexibility to move amounts into another investment account. Following these transactions, he directly held 49,919 phantom shares and no remaining Restricted Stock Units.

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^*

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)
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)	46,454	D
Phantom Shares	(2)	01/07/2026		A		3,465		(2)	(2)	Common Stock	3,465	(2)	49,919	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: Graeme A. Jack	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 Greenbrier (GBX) director Graeme Jack report on January 7, 2026?

Graeme Jack reported the vesting of 2,528 Restricted Stock Units and the grant of 3,465 Restricted Stock Units, all of which he elected to defer into an equal number of phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

Did the Greenbrier (GBX) director sell any common stock in this Form 4 filing?

No. The filing describes RSU vesting and a new RSU grant that were both deferred into phantom shares. The economic interest is tied to Greenbrier common stock, but there is no sale of shares in this report.

How many phantom shares does Greenbrier director Graeme Jack hold after these transactions?

After the January 7, 2026 transactions, Graeme Jack directly held 49,919 phantom shares, each representing the economic equivalent of one share of Greenbrier common stock.

When do the phantom shares reported by the Greenbrier (GBX) director become payable?

The phantom shares become payable in cash or Greenbrier common stock upon the director’s termination of board service, according to the deferred compensation plan terms described.

What is the nature of the Restricted Stock Units granted to the Greenbrier (GBX) director?

The filing states that the 3,465 Restricted Stock Units granted on January 7, 2026 were fully vested at grant, each representing a contingent right to receive one share of Greenbrier common stock before the director elected to defer delivery into phantom shares.

How are the phantom shares in the Greenbrier (GBX) deferred compensation plan valued?

Each phantom share is described as the economic equivalent of one share of Greenbrier common stock, meaning its value tracks the underlying stock for compensation purposes.