Greenbrier (NYSE: GBX) director reports deferred stock and phantom share awards

Rhea-AI Filing Summary

Greenbrier Companies director Kelly M. Williams reported equity award activity and deferrals. On January 7, 2026, 2,528 previously granted Restricted Stock Units (RSUs) vested, and instead of receiving common shares, Williams elected to defer them into 2,528 phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

On the same date, Williams received a new grant of 3,465 fully vested RSUs, and likewise chose to defer settlement into 3,465 phantom shares. Each phantom share is economically equivalent to one share of Greenbrier common stock and becomes payable in cash or stock upon the end of Williams’s board service. Following these transactions, Williams held 39,843 phantom shares directly and no RSUs.

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^*

Williams Kelly Marie

(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)	36,378	D
Phantom Shares	(2)	01/07/2026		A		3,465		(2)	(2)	Common Stock	3,465	(2)	39,843	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: Kelly M. Williams	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).
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FAQ

What insider transaction did Kelly M. Williams report for GREENBRIER COMPANIES INC (GBX)?

Director Kelly M. Williams reported equity award activity on January 7, 2026, involving the vesting of previously granted Restricted Stock Units and the grant of new RSUs, all of which were deferred into phantom shares under Greenbrier’s deferred compensation plan for non-employee directors.

How many Restricted Stock Units vested for Kelly M. Williams on January 7, 2026?

2,528 Restricted Stock Units vested for Kelly M. Williams. Instead of taking delivery of common stock, Williams elected to receive an equivalent 2,528 phantom shares in the deferred compensation plan.

What new equity grant did Kelly M. Williams receive from GBX on January 7, 2026?

On January 7, 2026, Williams received a grant of 3,465 Restricted Stock Units that were fully vested at grant. Williams chose to defer the underlying common shares and was credited with 3,465 phantom shares instead.

What are phantom shares in the Greenbrier deferred compensation plan?

Phantom shares in Greenbrier’s deferred compensation plan for non-employee directors are bookkeeping units that are the economic equivalent of one share of common stock. They become payable in cash or common stock upon the director’s termination of service and may be moved into an alternative investment account at any time.

How many phantom shares did Kelly M. Williams hold after these transactions?

After the January 7, 2026 transactions, Kelly M. Williams directly held 39,843 phantom shares under Greenbrier’s deferred compensation plan.

Did Kelly M. Williams still hold any Restricted Stock Units after the reported Form 4 transactions?

No. Following the vesting and deferral of 2,528 Restricted Stock Units into phantom shares, the Form 4 shows Williams with 0 Restricted Stock Units remaining and all value held in phantom shares.