GBX Form 4: Jack Graeme Receives 2,511 RSUs; Vesting Tied to Dividend Equivalents

Rhea-AI Filing Summary

Jack Graeme, a director of The Greenbrier Companies, received an automatic grant of time-based Restricted Stock Units (RSUs) tied to dividend equivalents. The award increases his direct holdings to 2,511 RSUs, each representing a contingent right to one share of GBX common stock. The additional RSUs were recorded with a transaction dated 08/07/2025 and carry a $0.00 conversion price. These RSUs will vest on the earlier of the first anniversary of the underlying grant or the next annual shareholder meeting, aligning the director’s economic interests with shareholders while remaining subject to the stated vesting conditions.

Insights

Financial Analyst

TL;DR: Routine director equity grant; modest increase in direct holdings to 2,511 RSUs, limited near-term market impact.

The Form 4 reports an automatic grant of time-based Restricted Stock Units to director Jack Graeme that raises his direct beneficial ownership to 2,511 RSUs. The grant arose from dividend equivalent rights and carries a $0.00 conversion price, meaning each RSU is a contingent claim on one share. Vesting is tied to the earlier of the one-year anniversary of the underlying grant or the next annual meeting, so transferability and share issuance are deferred until vesting. For investors, this is a routine alignment mechanism rather than a material corporate action.

Corporate Governance Expert

TL;DR: Governance-standard compensation: director awarded RSUs via dividend equivalents with standard vesting; signals alignment, not a governance concern.

The disclosure indicates the award was automatic and stems from dividend equivalent provisions, a common practice to preserve the economic value of prior equity awards. The reported structure—time-based RSUs that vest on a set schedule—aligns the director’s incentives with long-term shareholder value without immediate dilution because shares are contingent until vesting. No unusual acceleration, amendments, or extraordinary terms are disclosed in the filing.

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^*

Jack Graeme

(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: Graeme A. Jack	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 insider transaction did The Greenbrier Companies (GBX) report?

The Form 4 reports an automatic grant of time-based Restricted Stock Units to director Jack Graeme, increasing his direct holdings to 2,511 RSUs.

How many Restricted Stock Units did GBX director Jack Graeme hold after the transaction?

Following the reported transaction, Jack Graeme beneficially owned 2,511 RSUs directly.

What are the vesting conditions for the RSUs reported on GBX Form 4?

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

What is the conversion price for the RSUs granted to the GBX director?

The reported conversion/exercise price for the Restricted Stock Units is $0.00, with each RSU representing a contingent right to one share of common stock.

Who filed the Form 4 on behalf of the reporting person for GBX?

The filing shows the form was signed by an attorney-in-fact, Kim Moore, on behalf of Graeme A. Jack.