GBX insider Kelly M. Williams granted 2,511 restricted stock units

Rhea-AI Filing Summary

Kelly M. Williams, a director of The Greenbrier Companies (GBX), reported the automatic acquisition of 2,511 restricted stock units (RSUs) on 08/07/2025. The award arose from dividend equivalent rights tied to prior restricted stock grants and shows a $0.00 conversion price; each RSU represents a contingent right to receive one share of GBX common stock.

The additional time-based RSUs will vest on the earlier of the first anniversary of the underlying grant or the date of the next annual shareholder meeting and are recorded as direct beneficial ownership. Table II records the transaction with a transaction code indicating an acquisition (A). No purchases or sales of non-derivative common stock were reported on this Form 4; the filing was submitted by an attorney-in-fact on behalf of the reporting director.

Insights

Securities Analyst

TL;DR: Routine time-based RSU grant to a director; increases direct equity exposure but is non-cash and typical for compensation plans.

The Form 4 documents an automatic grant of 2,511 RSUs to director Kelly M. Williams, recorded as an acquisition in Table II with a $0.00 conversion price. Because each RSU converts to one share upon vesting, the award raises direct beneficial ownership once vested. This filing shows a compensation-related derivative transaction rather than an open-market purchase or sale, suggesting no immediate cash flow impact for the reporting person and no dilution details provided in this form.

Corporate Governance Expert

TL;DR: Governance-standard equity award: dividend-equivalent RSUs vesting within a year, consistent with executive/director compensation practices.

The disclosure specifies that the award stems from dividend equivalent rights on existing restricted stock units and vests on the earlier of the first anniversary of the underlying grant or the next annual meeting. The grant is recorded as direct beneficial ownership of 2,511 RSUs. This is a routine administration of equity compensation for a director and is documented via an attorney-in-fact signature on the Form 4.

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^*

Williams Kelly Marie

(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: Kelly M. Williams	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 on the Form 4 for Greenbrier (GBX)?

The Form 4 reports an automatic acquisition of 2,511 restricted stock units (RSUs) for director Kelly M. Williams, recorded as an acquisition (A) in Table II.

When did the RSU transaction for GBX occur and what was the price?

The transaction date listed is 08/07/2025 and the reported conversion price is $0.00 per RSU.

How do the RSUs vest according to the filing?

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

Does the Form 4 show any purchases or sales of common stock?

No. The filing shows only derivative securities (RSUs) acquired; there are no non-derivative purchases or sales of common stock reported on this form.

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

The Form 4 was submitted by Kim Moore, Attorney-in-Fact for Kelly M. Williams, as indicated on the document.