Greenbrier (GBX) director Songer reports RSU vesting and phantom share deferral

Rhea-AI Filing Summary

Greenbrier Companies director Jeffrey M. Songer reported equity compensation activity and deferrals on January 7, 2026. He exercised or vested 1,776 shares of Common Stock, then chose to defer delivery and instead received 1,776 phantom shares under Greenbrier's deferred compensation plan for non-employee directors, leaving him with no directly held Common Stock from this grant.

On the same date, he received a fully vested grant of 3,465 Restricted Stock Units, each representing a right to one share of Common Stock. He likewise elected to defer these into 3,465 phantom shares. After these transactions, he beneficially owned 5,241 phantom shares, which are economically equivalent to Common Stock and become payable in cash or shares upon the end of his board service, with flexibility to move them into alternative investment accounts.

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^*

Songer Jeffrey M

(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
Common Stock	01/07/2026		M(1)		1,776	D	$0.0	0	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
Phantom Shares	(1)	01/07/2026		M		1,776		(1)	(1)	Common Stock	1,776	(1)	1,776	D
Phantom Shares	(2)	01/07/2026		A		3,465		(2)	(2)	Common Stock	3,465	(2)	5,241	D

Explanation of Responses:

1. Upon the vesting of 1,776 Restricted Stock Units, the reporting person elected to defer the 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: Jeffrey M. Songer	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).
** 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.
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FAQ

What insider transaction did Greenbrier (GBX) director Jeffrey M. Songer report?

Jeffrey M. Songer reported vesting or exercise of 1,776 shares of Common Stock and chose to defer them into 1,776 phantom shares, leaving him with no directly held shares from that grant.

What new equity award did the GBX director receive on January 7, 2026?

On January 7, 2026, Songer received a fully vested grant of 3,465 Restricted Stock Units, each representing a contingent right to one share of Greenbrier Common Stock.

How did Jeffrey M. Songer handle his Restricted Stock Units in this Form 4?

For both the 1,776 vested Restricted Stock Units and the 3,465 new fully vested units, Songer elected to defer share delivery and was credited with an equivalent number of phantom shares under Greenbrier's deferred compensation plan.

What are phantom shares in the Greenbrier deferred compensation plan?

Each phantom share is the economic equivalent of one share of Greenbrier Common Stock. They are payable in cash or Common Stock upon the director's termination of service and can be moved into an alternative investment account.

How many phantom shares does the GBX director own after these transactions?

After the reported transactions, Songer beneficially owned 5,241 phantom shares credited under the deferred compensation plan.

Does this Form 4 indicate open-market buying or selling of GBX shares?

No. The reported activity reflects equity compensation vesting and deferral elections into phantom shares, not open-market purchases or sales of Greenbrier stock.