STOCK TITAN

Greenbrier CFO Donfris receives 21,254-unit stock grant

The 1,026 phantom shares are each economically equivalent to one common share and become payable in cash upon termination of employment.

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Form Type
4

Rhea-AI Filing Summary

Greenbrier Companies Inc. CFO Michael J. Donfris reported a grant and vesting of 21,254 restricted stock units on October 21, 2026; 2,380 shares were withheld for taxes at $37.61 per share. On October 22, he deferred receipt of 1,026 common shares and received an equal number of phantom shares; 584 shares were withheld for taxes at $37.69 per share.

Insider Donfris Michael J
Role SVP, CFO
Type Security Shares Price Value
Exercise Phantom Shares F3 1,026 $0.00 $0.00
Exercise Common Stock F3 1,026 $0.00 $0.00
Tax Withholding Common Stock F2 584 $37.69 $22K
Grant/Award Common Stock F1 21,254 $0.00 $0.00
Tax Withholding Common Stock F2 2,380 $37.61 $90K
Holdings After Transaction: Phantom Shares — 1,026 contracts (Direct); Common Stock — 41,513 shares (Direct)
Footnotes (3)
  1. F1. 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. F2. Shares withheld in payment of tax liability incident to the vesting of restricted stock units.
  3. F3. Upon the vesting of restricted stock units, the reporting person deferred the receipt of shares of common stock and received instead an equal number of shares of phantom stock pursuant to the Company's deferred compensation plan. Each phantom share is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of employment with the Company, and may be transferred by the reporting person into an alternative investment account at any time.
Restricted stock units granted and vested 21,254 units October 21, 2026
Shares withheld for taxes 2,380 shares October 21, 2026; $37.61 per share
Phantom shares received 1,026 shares October 22, 2026
Shares withheld for taxes 584 shares October 22, 2026; $37.69 per share
time-vesting restricted stock units financial
"grant of time-vesting restricted stock units"
performance-vesting restricted stock units financial
"vesting of performance-vesting restricted stock units"
Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.
phantom stock financial
"received instead an equal number of shares of phantom stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
deferred compensation plan financial
"pursuant to the Company's deferred compensation plan"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Greenbrier (GBX) CFO Michael J. Donfris report?

Michael J. Donfris reported a grant and vesting of 21,254 restricted stock units on October 21, 2026, and received 1,026 phantom shares on October 22 after deferring receipt of common shares. He also had 2,380 shares and 584 shares withheld for taxes on those respective dates.

What are the terms of the 1,026 Greenbrier (GBX) phantom shares?

Each phantom share is the economic equivalent of one common share. The shares become payable in cash upon Michael J. Donfris's termination of employment with Greenbrier, and he may transfer them into an alternative investment account at any time under the deferred compensation plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
10/21/2026
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 Stock10/21/2026A21,254(1)A$0.045,503D
Common Stock10/21/2026F2,380(2)D$37.6143,123D
Common Stock10/22/2026M1,026(3)D$0.042,097D
Common Stock10/22/2026F584(2)D$37.6941,513D
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
Phantom Shares(3)10/22/2026M1,026(3) (3) (3)Common Stock1,026$0.0(3)1,026D
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.
3. Upon the vesting of restricted stock units, the reporting person deferred the receipt of shares of common stock and received instead an equal number of shares of phantom stock pursuant to the Company's deferred compensation plan. Each phantom share is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of employment with the Company, and may be transferred by the reporting person into an alternative investment account at any time.
By: Kim Moore, Attorney-In-Fact For: Michael J. Donfris10/23/2026
** 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)

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