GATX (GATX) CFO Ellman receives 14,300 stock options and updates holdings

Rhea-AI Filing Summary

Ellman Thomas A. reported acquisition or exercise transactions in this Form 4 filing.

GATX Corporation EVP & CFO Thomas A. Ellman received a grant of stock options covering 14,300 shares on February 23, 2026. These 2026 nonqualified stock options vest in three equal annual installments of 33.33%, 33.33%, and 33.34% starting one year from the grant date.

After this grant, Ellman directly holds 34,319 shares of GATX common stock and 14,300 stock options, plus an additional 10,345 shares indirectly through the company’s 401(k) plan. The 401(k) position is in a unitized stock fund, so reported changes can reflect fund value movements rather than actual share sales.

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

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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^*

Ellman Thomas A.

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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								34,319	D
Common Stock 401(k)								10,345(1)	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
2026 NQ Stock Option (Right to Buy)	$196.4	02/23/2026		A		14,300		02/23/2027(2)	02/23/2033	Common Stock	14,300	$0.00	14,300	D

Explanation of Responses:

1. 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.

2. 33.33% of Stock Option granted may be exercised commencing 1 year from the date of the grant, an additional 33.33% commencing 2 years from the date of the grant and the remaining 33.34% commencing 3 years from the date of the grant.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Thomas A. Ellman	02/25/2026
	** 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.

FAQ

What did GATX (GATX) EVP & CFO Thomas A. Ellman report on this Form 4?

Thomas A. Ellman reported receiving a grant of 14,300 nonqualified stock options. The filing also updates his direct common stock holdings and his indirect position in GATX’s 401(k) stock fund, clarifying current ownership levels without indicating any open-market purchases or sales.

How many GATX (GATX) stock options were granted to Thomas A. Ellman?

Ellman was granted 14,300 nonqualified stock options on February 23, 2026. These options give him the right to buy GATX common shares in the future, subject to a vesting schedule that releases portions of the award over three years from the grant date.

What is the vesting schedule for Thomas A. Ellman’s new GATX stock options?

The 14,300 stock options vest in three tranches over three years. 33.33% become exercisable one year after the grant date, another 33.33% after two years, and the remaining 33.34% after three years, aligning the award with longer-term service at GATX.

How many GATX (GATX) common shares does Thomas A. Ellman hold after this filing?

Following the reported transactions, Ellman directly holds 34,319 GATX common shares. In addition, he has 14,300 stock options and indirectly holds 10,345 shares through the company’s 401(k) plan, giving him multiple layers of equity exposure to GATX.

How is Thomas A. Ellman’s GATX 401(k) stock position reported in this Form 4?

Ellman’s 401(k) holdings are reported as 10,345 shares of GATX common stock held indirectly. The plan uses a unitized stock fund structure, meaning reported amounts can change due to fund composition and market performance, not necessarily from actual share purchases or sales.

Does this GATX (GATX) Form 4 show any insider share sales by Thomas A. Ellman?

The Form 4 does not report any coded sale transactions by Ellman. It records an option grant and updates his common stock and 401(k) holdings, emphasizing that 401(k) value changes can occur without any actual disposition of GATX shares by the reporting person.