Director Holmes adds 136 deferred RSUs in GATX (NYSE: GATX)

Rhea-AI Filing Summary

GATX Corporation director John McClain Holmes III acquired 136 additional stock-based units on February 2, 2026. The units were credited at a price of $180.665 each under GATX’s Amended and Restated Directors’ Voluntary Deferred Fee Plan.

The award consists of restricted stock units (RSUs) that each represent the right to receive one share of GATX common stock, generally payable after Holmes leaves the board, based on his deferral elections and dividend reinvestment. Following this transaction, he directly holds 3,461 common shares on a beneficial basis.

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^*

Holmes John McClain III

(Last) (First) (Middle)

1100 N. WOOD DALE RD.

(Street)

WOOD DALE IL 60191

(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)

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

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

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(1)	02/02/2026		A		136(2)	A	$180.665	3,461	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 RSUs credited to the reporting person's account under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan") credited on the transaction date. Each RSU represents the right to receive one share of Issuer's common stock upon settlement. The 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) 12 RSUs acquired pursuant to the dividend reinvestment feature of the 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	02/04/2026
	** 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.

FAQ

What did GATX (GATX) director John McClain Holmes report in this Form 4?

Director John McClain Holmes III reported an acquisition of 136 stock-based units on February 2, 2026. These were credited under GATX’s Deferred Fee Plan, increasing his directly held beneficial common stock position to 3,461 shares after the transaction.

At what price were the new GATX units credited to director Holmes?

The 136 stock-based units tied to GATX common stock were credited at a price of $180.665 per unit. This price is used for the RSUs recorded under the Amended and Restated GATX Corporation Directors’ Voluntary Deferred Fee Plan.

How many GATX shares does John McClain Holmes beneficially own after this transaction?

After the reported February 2, 2026 transaction, John McClain Holmes III beneficially owns 3,461 shares of GATX common stock directly. This figure reflects his holdings following the 136 additional units credited under the company’s director Deferred Fee Plan.

What is the GATX Directors’ Voluntary Deferred Fee Plan mentioned in the filing?

The Amended and Restated GATX Corporation Directors’ Voluntary Deferred Fee Plan lets directors defer cash retainers and fees into RSUs. Each RSU represents one GATX common share, generally delivered in stock after the director’s termination of board service, based on prior deferral elections.

How were the 136 GATX RSUs allocated between dividend reinvestment and fee deferral?

The 136 RSUs reflect two components: 12 RSUs arose from the dividend reinvestment feature of the Deferred Fee Plan, and 124 RSUs came from Holmes’s election to receive his annual cash retainer and other cash fees as RSUs under the same plan.

When will director Holmes receive GATX shares from these RSUs?

The RSUs are generally payable in GATX common stock on a deferred basis after Holmes leaves the board. Settlement timing aligns with his elections under the Deferred Fee Plan and typically occurs upon his termination of service as a GATX director.