What are GATX’s call options related to the GABX Leasing joint venture?

Under a Call Option Agreement with Michigan U.S. Holdings LP, GATX holds a series of call options to purchase additional interests in the holding company. If all are exercised, GATX would ultimately own 100% of GABX Leasing LLC through that structure.

GATX boosts GABX Leasing JV stake to 33.5%

GATX Corporation exercised its first call option to increase its indirect ownership in GABX Leasing LLC from 30% to approximately 33.535%.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

8-K

Rhea-AI Filing Summary

GATX Corporation exercised its first call option to increase its indirect ownership in GABX Leasing LLC from 30% to approximately 33.535%. This was done by acquiring an additional interest in GABX Leasing Holding LLC, the holding entity through which Brookfield-affiliated investors own the remaining stake.

At the same time, the limited liability company agreement of the holding entity was amended and restated. The new agreement admits GATX as a member and grants it joint approval rights over key actions such as amendments, equity issuances, indebtedness, capital calls, and major transactions. Brookfield will remain the managing member of the holding entity unless and until GATX acquires 100% of its outstanding units.

Insights

GATX modestly increases its JV stake and gains stronger governance rights.

GATX raised its indirect ownership in GABX Leasing LLC from 30% to about 33.535% by exercising the first of several call options. While the ownership increase is small, it confirms GATX’s willingness to use the option structure agreed with Brookfield.

The amended and restated holding company agreement is notable because it gives GATX joint approval over fundamental actions, including amendments, equity issuances, new debt, capital calls, and major transactions. Brookfield remains managing member until GATX owns 100% of the holding company units, so day-to-day control still lies with Brookfield.

Overall, this step slightly increases GATX’s economic exposure to the joint venture and enhances its governance influence, but it does not change control. Future exercises of remaining call options, if any, would determine whether GATX ultimately consolidates full ownership.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial JV interest: 30% New JV interest: 33.535% Brookfield-related stake: 70% +1 more

4 metrics

Initial JV interest 30% GATX ownership in GABX Leasing LLC before call option exercise

New JV interest 33.535% GATX indirect ownership in GABX Leasing LLC after first call option

Brookfield-related stake 70% Interest in GABX Leasing LLC held indirectly via the holding company before GATX option exercise

Potential future ownership 100% GATX ownership in GABX Leasing LLC if all call options are exercised

Key Terms

Call Option Agreement, Managing Member, limited liability company agreement, capital calls, +1 more

5 terms

Call Option Agreement financial

"Pursuant to that certain Call Option Agreement among GATX, the JV and Michigan U.S. Holdings LP"

A call option agreement is a contract that gives one party the right, but not the obligation, to buy a specified number of shares or another asset from the other party at a pre-agreed price before a set deadline. Think of it like a refundable ticket that locks in a purchase price for a future date; it matters to investors because it offers a way to profit from or protect against price moves with less upfront cash, while the seller takes on the obligation and potential downside.

Managing Member financial

"Brookfield will continue as Managing Member under such agreement unless and until GATX owns 100%"

A managing member is an owner of a limited liability company (LLC) who also has the authority and responsibility to run the company’s day-to-day operations and make business decisions on behalf of the LLC. For investors, this matters because the managing member holds the key decision-making power and accountability—like a team captain who both owns part of the team and calls the plays—which affects strategy, risk, and how quickly the company can act.

limited liability company agreement financial

"the limited liability company agreement of Blocker was amended and restated"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

capital calls financial

"grant GATX joint approval rights over specified fundamental actions including capital calls and major transactions"

A capital call is a request from an investment fund or partnership asking its investors to provide a portion of the money they previously agreed to commit. Think of it like the fund calling in the next installment on a multi‑payment purchase; it matters to investors because it requires them to have cash ready, affects portfolio liquidity, and signals the fund is deploying capital into investments that could drive future returns or risks.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GATX (GATX) announce about its GABX Leasing joint venture stake?

GATX exercised its first call option to acquire an additional interest in GABX Leasing Holding LLC, raising its indirect ownership in GABX Leasing LLC from 30% to approximately 33.535%. This slightly increases its economic exposure to the joint venture.

How does the amended Blocker LLC agreement affect GATX (GATX)?

The amended and restated holding company agreement admits GATX as a member and grants joint approval rights over key actions, including amendments, equity issuances, indebtedness, capital calls, and major transactions. This enhances GATX’s governance influence without transferring day-to-day management control.

Who remains managing member of the GABX Leasing holding company after GATX’s change?

Brookfield, through its affiliate Michigan U.S. Holdings LP, continues as managing member of GABX Leasing Holding LLC under the amended agreement. That continues until GATX owns 100% of the outstanding units of the holding company, if that ever occurs.

Does GATX (GATX) now control GABX Leasing LLC after this transaction?

No. After exercising the first call option, GATX’s indirect ownership increased to about 33.535%, but Brookfield remains managing member of the holding company. Control remains with Brookfield unless GATX eventually acquires all outstanding holding company units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 30, 2026

GATX Corporation

(Exact name of registrant as specified in its charter)

New York

1-2328

36-1124040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	GATX	New York Stock Exchange
Common Stock	GATX	NYSE Texas, Inc

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events

As previously disclosed by GATX Corporation (“GATX” or the “Company”), including in the Company’s Current Report on Form 8-K filed on January 5, 2026, as amended by the Company’s Form 8-K/A filed on March 3, 2026, GATX holds a 30% interest in GABX Leasing LLC (the “JV”), with the remaining 70% held indirectly through GABX Leasing Holding LLC (“Blocker”) by Michigan U.S. Holdings LP, an affiliate of Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Pursuant to that certain Call Option Agreement among GATX, the JV and Michigan U.S. Holdings LP (filed as Exhibit 10.4 to the January 5, 2026 Form 8-K), GATX has a series of call options that, if exercised in full, would result in GATX owning 100% of the JV through purchases of interests in Blocker.

On June 30, 2026, GATX exercised its first call option under the Call Option Agreement to acquire an interest in Blocker, thereby indirectly increasing GATX’s interest in the JV to approximately 33.535%. In connection with the exercise, the limited liability company agreement of Blocker was amended and restated (the “A&R Blocker LLC Agreement”) to, among other things, admit GATX as a member; grant GATX joint approval rights over specified fundamental actions (including, among other things, amendments, equity issuances, indebtedness, capital calls, and major transactions), and update related governance, capital (including funding mechanics), and transfer provisions. The A&R Blocker LLC Agreement further provides that Brookfield will continue as Managing Member under such agreement unless and until GATX owns 100% of the outstanding units of Blocker.

The foregoing description of the A&R Blocker LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Blocker LLC Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


10.1*		Amended and Restated Limited Liability Company Agreement of GABX Leasing Holding LLC, dated as of June 30, 2026.

10.4		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

GATX CORPORATION

(Registrant)

/s/ Thomas A. Ellman

Thomas A. Ellman

Executive Vice President, Chief Financial Officer

Date: July 1, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 283.0 KB

GATX boosts GABX Leasing JV stake to 33.5%

Rhea-AI Filing Summary