Greenbrier insider filing: 17 restricted stock units awarded to director Fargo

Rhea-AI Filing Summary

The Greenbrier Companies (GBX) Form 4 reports that director Thomas B. Fargo received an automatic grant of 17 time-based Restricted Stock Units on 08/07/2025. The award was made pursuant to dividend equivalent rights and will vest on the earlier of the first anniversary of the underlying grant or the date of the next annual shareholder meeting. Each restricted stock unit represents a contingent right to receive one share of GBX common stock. Following the reported transaction, Fargo is shown as beneficially owning 2,511 derivative securities related to common stock, with the newly granted 17 units included. The filing identifies Fargo as a Director and indicates the Form 4 was filed by a single reporting person and submitted through an attorney-in-fact.

Insights

Corporate Governance Expert

TL;DR: Routine director award of 17 RSUs under dividend-equivalent terms; standard vesting schedule and direct beneficial ownership reported.

The filing documents a customary automatic grant of 17 time-based Restricted Stock Units to director Thomas B. Fargo, granted as dividend equivalents and subject to vesting on the earlier of one year or the next annual meeting. The report lists these units as contingent rights to receive common shares and records 2,511 derivative securities beneficially owned following the award. This is a standard governance disclosure of director compensation; the filing was submitted by one reporting person and executed via an attorney-in-fact.

Securities Analyst

TL;DR: Small incremental insider grant increases derivative holdings to 2,511 units; transaction appears routine and administrative.

The Form 4 shows a non-cash, time-based award of 17 RSUs to a director, characterized as dividend equivalent rights and automatically granted. The disclosure clarifies vesting mechanics and that each unit converts to one share upon settlement. Ownership form is reported as direct. Given the absolute size of the grant and the total derivative holdings reported, the change is modest in scale and is disclosed in line with standard Section 16 reporting requirements.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

FARGO THOMAS B

(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)
08/07/2025

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
Restricted Stock Units	$0.0	08/07/2025		A		17		(1)	(1)	Common Stock	17	$0.0	2,511	D

Explanation of Responses:

1. The reported transaction represents the automatic grant of additional time-based Restricted Stock Units, pursuant to dividend equivalent rights, that will vest on the earlier of the first anniversary of the grant date of the underlying Restricted Stock Units or the date of the next annual shareholder meeting. Each restricted stock unit represents a contingent right to receive one share of GBX common stock.

	By: Kim Moore, Attorney-In-Fact For: Thomas B. Fargo	08/11/2025
	** 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.
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.

FAQ

What did the GBX Form 4 filed for Thomas B. Fargo disclose?

The filing discloses an automatic grant of 17 time-based Restricted Stock Units to director Thomas B. Fargo, granted as dividend equivalents on 08/07/2025.

How many RSUs or derivative securities does Thomas B. Fargo own after the transaction (GBX)?

Following the reported transaction Fargo beneficially owns 2,511 derivative securities related to common stock; the filing shows 17 newly granted RSUs.

What are the vesting terms for the RSUs reported in the GBX Form 4?

The RSUs will vest on the earlier of the first anniversary of the grant date of the underlying Restricted Stock Units or the date of the next annual shareholder meeting.

Were the RSUs granted as dividend equivalents in the GBX filing?

Yes. The report states the additional time-based RSUs were granted pursuant to dividend equivalent rights.

What relationship to Greenbrier does the reporting person have in the Form 4?

The reporting person, Thomas B. Fargo, is identified in the filing as a Director of The Greenbrier Companies (GBX).

Who executed the Form 4 on behalf of Thomas B. Fargo?

The Form 4 was submitted through an attorney-in-fact, signed by Kim Moore for Thomas B. Fargo.