GATX (NYSE: GATX) tax chief exercises options and sells 2,595 shares

Rhea-AI Filing Summary

GATX CORP senior vice president and chief tax officer Jeffery R. Young reported multiple stock option exercises and a share sale. On February 20, 2026, he exercised nonqualified stock options granted in 2023, 2024, and 2025, converting them into shares of common stock at stated exercise prices.

He then sold 2,595 shares of GATX common stock in an open-market transaction at a weighted average price of $196.2905 per share, within a disclosed range of $195.9964 to $196.6788, and held 7,700 common shares directly afterward. He also reported indirect holdings in a unitized 401(k) stock fund totaling 275 units, with footnote disclosure that changes in unit value can occur without actual share dispositions.

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^*

Young Jeffery R.

(Last) (First) (Middle)

233 S. WACKER DR.

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Tax Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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
Common Stock	02/20/2026		M		900	A	$126.468	8,262	D
Common Stock	02/20/2026		M		833	A	$166.193	9,095	D
Common Stock	02/20/2026		M		1,200	A	$113.28	10,295	D
Common Stock	02/20/2026		S		2,595	D	$196.2905(1)	7,700	D
Common Stock 401(k)								275(2)	I	401(k)

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
2023 NQ Stock Option (Right to Buy)	$113.28	02/20/2026		M			1,200	01/26/2024	01/26/2030	Common Stock	1,200	$0.00	0.00	D
2024 NQ Stock Option (Right to Buy)	$126.468	02/20/2026		M			900	01/25/2025	01/25/2031	Common Stock	900	$0.00	900	D
2025 NQ Stock Option (Right to Buy)	$166.193	02/20/2026		M			833	01/30/2026	01/30/2032	Common Stock	833	$0.00	1,667	D

Explanation of Responses:

1. Represents the weighted average sale price. The highest price at which shares were sold was $196.6788 and the lowest price at which shares were sold was $195.9964. Information regarding the number of shares sold at each separate price will be made available from the reporting person upon request by the SEC, the issuer or its shareholders.

2. GATX Corporation's 401(k) plan is a unitized stock fund made up of company stock plus short term investments. Because the fund includes more than company stock, participants hold units of the fund rather than company shares of stock. The number of units held by a participant may vary depending on the performance of the company stock, the overall stock market, and the amount of short term investments in the fund. Such a variance has caused the value of the units in the reporting person's 401(k) fund to be reduced without any actual disposition of shares.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Jeffery R. Young	02/24/2026
	** 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.
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FAQ

What insider transactions did GATX (GATX) executive Jeffery R. Young report?

Jeffery R. Young reported exercising several nonqualified stock options and selling GATX common stock. On February 20, 2026, he converted option awards from 2023, 2024, and 2025 into shares and then sold 2,595 shares in an open-market transaction at a weighted average price of $196.2905.

How many GATX (GATX) shares did the insider sell and at what price range?

The insider sold 2,595 GATX common shares in the market. The weighted average sale price was $196.2905 per share, with individual trades executed between $195.9964 and $196.6788, according to the footnote describing the sale price range and availability of detailed breakdowns.

How many GATX (GATX) shares does Jeffery R. Young hold after these transactions?

After the reported transactions, Jeffery R. Young held 7,700 GATX common shares directly. He also reported an indirect interest equivalent to 275 units in the company’s unitized 401(k) stock fund, where unit values can change without actual purchases or sales of underlying GATX shares.

What do the option exercises in the GATX (GATX) Form 4 represent?

The Form 4 shows exercises of nonqualified stock options granted in 2023, 2024, and 2025. These “M” code transactions reflect derivative exercises, where option rights were converted into GATX common stock at specified exercise prices, rather than new open-market purchases of shares.

How is the GATX (GATX) 401(k) stock holding described for the insider?

The 401(k) position is a unitized stock fund containing GATX shares plus short-term investments. The filing explains that participants hold fund units, not direct shares, and unit values may change with market movements and cash components, without any actual disposition of GATX stock by the insider.