Greenbrier Director Receives 17 RSUs; Direct Holdings Now 2,511 (GBX)

Rhea-AI Filing Summary

The Greenbrier Companies (GBX) director Wanda F. Felton received an automatic grant of 17 time-based Restricted Stock Units on 08/07/2025 as dividend equivalents. Each restricted stock unit represents a contingent right to receive one share of GBX common stock and the grant is recorded at a $0.0 price.

The RSUs vest on the earlier of the first anniversary of the underlying grant or the next annual shareholder meeting. Following the reported transaction, Ms. Felton directly beneficially owns 2,511 shares of common stock. The filing discloses this change in beneficial ownership and the vesting terms for the granted units.

Insights

Securities Analyst

TL;DR: Small, routine director award of 17 RSUs increases direct holdings to 2,511 shares; not materially value-changing.

The transaction is an automatic, time-based grant recorded as 17 Restricted Stock Units granted on 08/07/2025 at a $0.0 price and tied to dividend equivalents. Such grants are common for director compensation and, at the reported size, are unlikely to affect company valuation or share supply materially. The disclosure shows direct beneficial ownership of 2,511 shares after the grant, and the vesting schedule is the earlier of one year or the next annual meeting, which is standard governance practice.

Corporate Governance Expert

TL;DR: Grant aligns with typical director equity programs; vesting and dividend-equivalent treatment are standard and transparently reported.

The explanation states the award arises from dividend equivalent rights and will vest on customary timing terms: first anniversary or next annual shareholder meeting. Reporting the award on Form 4 with ownership form listed as Direct provides transparent disclosure of insider compensation and holdings. Given the modest size of 17 RSUs relative to total outstanding shares, the change appears routine from a governance standpoint.

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^*

Felton Wanda F

(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: Wanda Felton	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 transaction was reported for GBX on this Form 4?

The report discloses an automatic grant of 17 Restricted Stock Units on 08/07/2025 issued as dividend equivalents.

Who is the reporting person in this filing for GBX?

The reporting person is Wanda F. Felton, listed as a Director of The Greenbrier Companies.

How many shares does the reporting person beneficially own after the transaction?

After the reported transaction, the filing shows 2,511 shares of common stock beneficially owned directly by Ms. Felton.

What are the vesting terms for the RSUs granted to the director?

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

Was there a cash price associated with the RSU grant?

No cash purchase price is reported; the RSUs are recorded with a $0.0 price as granted units.