GATX director acquires 142 deferred stock units

The credited units include dividend-reinvestment acquisitions and RSUs tied to deferred annual cash retainer and other cash fees.

Available on EDGAR 11/04/2026 - 05:15 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GATX director John McClain Holmes III acquired 142 phantom stock/RSUs on November 2, 2026, credited under the directors’ Phantom Stock Plan and Deferred Fee Plan. Each unit represents the right to receive one share of GATX common stock upon settlement; the units are generally payable in common stock on a deferred basis, at his election, upon termination of board service. His reported position following the transaction was 4,606 shares.

Insider Trade Summary

Grant/Award: 142 shares

Grant/Award 1 txn

Insider Holmes John McClain III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	142	$180.605	$26K

Holdings After Transaction: Common Stock — 4,606 shares (Direct)

Footnotes (2)

1. F1. Represents additional shares of phantom stock/RSUs credited to the reporting person's account under the Amended and Restated GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan") on the transaction date. Each share of phantom stock/RSU represents the right to receive one share of Issuer's common stock upon settlement. The shares of phantom stock/RSUs are generally payable on a deferred basis in common stock at the election of the reporting person upon the reporting person's termination of service on the Issuer's board of directors.
2. F2. Represents (a) 17 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 124 RSUs acquired under the Deferred Fee Plan resulting from the reporting person's election to defer the annual cash retainer and other cash fees payable to the reporting person in the form of RSUs under the Deferred Fee Plan.

Key Figures

Phantom stock/RSUs acquired: 142 shares Reported position following transaction: 4,606 shares Settlement entitlement: 1 common share per phantom stock/RSU

3 metrics

Phantom stock/RSUs acquired 142 shares Credited November 2, 2026

Reported position following transaction 4,606 shares Following the November 2, 2026 transaction

Settlement entitlement 1 common share per phantom stock/RSU Upon settlement

Key Terms

phantom stock/RSUs, dividend reinvestment feature, Phantom Stock Plan, Deferred Fee Plan

4 terms

phantom stock/RSUs financial

"additional shares of phantom stock/RSUs credited"

dividend reinvestment feature financial

"acquired pursuant to the dividend reinvestment feature"

Phantom Stock Plan financial

"under the Amended and Restated GATX Directors' Phantom Stock Plan"

Deferred Fee Plan financial

"under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan"

FAQ

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

How many phantom stock units did the GATX director acquire?

John McClain Holmes III, a GATX director, acquired 142 phantom stock/RSUs on November 2, 2026. They were credited under the directors’ Phantom Stock Plan and Deferred Fee Plan.

How do GATX director phantom stock units settle?

Each phantom stock/RSU represents the right to receive one share of GATX common stock upon settlement. The units are generally payable in common stock on a deferred basis, at the director’s election, upon termination of board service.

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

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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
Estimated average burden
hours per response:			0.5

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^*

Holmes John McClain III

(Last) (First) (Middle)

1100 N. WOOD DALE RD.

(Street)

WOOD DALE ILLINOIS 60191

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GATX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Stock(1)	11/02/2026		A		142(2)	A	$180.605	4,606	D

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

Explanation of Responses:

1. Represents additional shares of phantom stock/RSUs credited to the reporting person's account under the Amended and Restated GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan") on the transaction date. Each share of phantom stock/RSU represents the right to receive one share of Issuer's common stock upon settlement. The shares of phantom stock/RSUs are generally payable on a deferred basis in common stock at the election of the reporting person upon the reporting person's termination of service on the Issuer's board of directors.

2. Represents (a) 17 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 124 RSUs acquired under the Deferred Fee Plan resulting from the reporting person's election to defer the annual cash retainer and other cash fees payable to the reporting person in the form of RSUs under the Deferred Fee Plan.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of John M. Holmes	11/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)