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GBX (GBX) CFO Donfris has shares withheld to cover RSU tax liability

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GREENBRIER COMPANIES INC SVP and CFO Michael J. Donfris reported a routine tax-related share disposition tied to equity compensation. On the reported date, 351 shares of Common Stock were withheld at $49.33 per share to cover tax liabilities from vesting restricted stock units, not as an open-market sale. Following this withholding, Donfris directly holds 25,596 shares of Common Stock.

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Insider Donfris Michael J
Role SVP, CFO
Type Security Shares Price Value
Tax Withholding Common Stock 351 $49.33 $17K
Holdings After Transaction: Common Stock — 25,596 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withheld shares 351 shares Common Stock withheld for tax liability on RSU vesting
Withholding price $49.33 per share Value used for tax-withholding disposition
Post-transaction holdings 25,596 shares Direct GBX Common Stock held after withholding
restricted stock units financial
"tax liability incident to the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Common Stock financial
"security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Donfris Michael J
(Last)(First)(Middle)
C/O THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE, SUITE 200
(Street)
LAKE OSWEGO OREGON 97035
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GREENBRIER COMPANIES INC [ GBX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/17/2026F351(1)D$49.3325,596D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares withheld in payment of tax liability incident to the vesting of restricted stock units.
By: Kim Moore, Attorney-In-Fact For: Michael J. Donfris06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GBX CFO Michael Donfris report?

Michael Donfris reported a tax-withholding disposition of 351 GBX common shares. The shares were withheld to cover tax liabilities from vesting restricted stock units, rather than sold in the open market.

Was the GBX CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition at $49.33 per share. The shares were withheld by the company to pay taxes on vesting restricted stock units, not sold on the open market.

How many GBX shares were involved in the CFO’s tax withholding?

The Form 4 reports 351 shares of GREENBRIER COMPANIES INC Common Stock. These shares were withheld by the company to satisfy tax liabilities associated with the vesting of restricted stock units.

How many GBX shares does the CFO hold after this Form 4 transaction?

After the tax-withholding disposition, Michael Donfris directly holds 25,596 GBX common shares. This remaining position shows the transaction covered only a small portion of his total direct holdings.

What does transaction code F mean in the GBX CFO’s Form 4?

Transaction code F indicates a payment of exercise price or tax liability using securities. Here, it reflects shares withheld to cover taxes due on vesting restricted stock units, not a discretionary stock sale.