GATX (NYSE: GATX) director receives 731 RSUs as annual equity retainer grant

Rhea-AI Filing Summary

WETHERBEE ROBERT S reported acquisition or exercise transactions in this Form 4 filing.

GATX CORP director Robert S. Wetherbee received an equity award of 731 restricted stock units (RSUs) of common stock. The award is described as his annual equity retainer and was granted at no cash cost per share. After this grant, he holds 1,400 shares directly.

The RSUs will vest in full on the date of the first annual shareholder meeting at which directors are elected following the grant date, as long as he continues to serve through that date. Wetherbee has elected to defer receipt of the common shares issuable upon settlement of these RSUs under the company’s Directors' Voluntary Deferred Fee Plan.

Insights

Equity compensation analyst

Routine director equity grant with deferred settlement, limited signaling value.

This Form 4 shows Robert S. Wetherbee, a director of GATX CORP, receiving 731 RSUs as his annual equity retainer, with no cash paid per share. This is standard board compensation rather than an open‑market transaction.

The RSUs vest at the first shareholder meeting where directors are elected after the grant, tying value to continued board service. Wetherbee elected to defer settlement under the Directors' Voluntary Deferred Fee Plan, which affects timing of share delivery but not the grant size.

Insider Trade Summary

Net Buyer: 731 shares

Net Buy 1 txn

Insider WETHERBEE ROBERT S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	731	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,400 shares (Direct)

Footnotes (1)

1. F1. Represents the Reporting Person's annual equity retainer, which is issued as restricted stock units ("RSUs") that will be settled in shares of the Issuer's common stock. Each RSU represents the right to receive one share of common stock. The RSUs will vest in full on the date of the first annual meeting of shareholders of the Company at which directors are elected following the Grant Date, subject to the Reporting Person's continued service through such date. The Reporting Person elected to defer receipt of the shares of common stock issuable upon settlement of the RSUs under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan.

Key Figures

RSUs granted: 731 RSUs Grant price per share: $0.0000 per share Shares held after grant: 1,400 shares

3 metrics

RSUs granted 731 RSUs Annual equity retainer grant to director on April 24, 2026

Grant price per share $0.0000 per share Compensation grant, not a cash purchase

Shares held after grant 1,400 shares Total direct common stock holdings following the RSU award

Key Terms

restricted stock units ("RSUs"), annual equity retainer, Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan

3 terms

restricted stock units ("RSUs") financial

"issued as restricted stock units ("RSUs") that will be settled in shares"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

annual equity retainer financial

"Represents the Reporting Person's annual equity retainer, which is issued as RSUs"

Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan financial

"defer receipt of the shares of common stock issuable upon settlement of the RSUs under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/28/2026 - 03:16 PM Learn about SEC filing dates

FAQ

What did GATX (GATX) director Robert S. Wetherbee report on this Form 4?

Robert S. Wetherbee reported receiving an equity grant of 731 restricted stock units (RSUs) of GATX common stock. These RSUs represent his annual equity retainer as a director and were granted at no cash cost per share, increasing his direct holdings to 1,400 shares.

How many GATX (GATX) shares did the director hold after the reported RSU grant?

After the grant, Robert S. Wetherbee held 1,400 shares of GATX common stock directly. This total reflects the addition of 731 restricted stock units awarded as his annual equity retainer, which will ultimately settle into an equal number of common shares when delivered.

When do Robert S. Wetherbee’s GATX RSUs reported on Form 4 vest?

The 731 GATX RSUs vest in full on the date of the first annual shareholder meeting at which directors are elected following the grant date. Vesting is conditioned on Wetherbee’s continued service as a director through that meeting, aligning the award with ongoing board participation.

What is the nature of the GATX (GATX) equity award reported by Robert S. Wetherbee?

The award is GATX’s annual equity retainer for a director, granted as 731 restricted stock units. Each RSU represents the right to receive one share of common stock upon settlement, providing stock-based compensation rather than cash, subject to vesting and the director’s continued service requirements.

Did Robert S. Wetherbee pay cash for the GATX shares reported on this Form 4?

No, the GATX Form 4 shows a transaction price per share of $0.0000 for the 731 RSUs. This indicates the grant was compensation, not a cash purchase, and is categorized as a grant or award acquisition rather than an open‑market stock purchase.

How will the RSUs reported by GATX director Wetherbee be settled and delivered?

Each of the 731 RSUs will be settled in one share of GATX common stock after vesting, but Wetherbee has elected to defer receipt of those shares. The deferral occurs under GATX’s Amended and Restated Directors' Voluntary Deferred Fee Plan, affecting delivery timing rather than award size.

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^*

WETHERBEE ROBERT S

(Last) (First) (Middle)

C/O 233 S. WACKER DR.

(Street)

CHICAGO ILLINOIS 60606

(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)
04/24/2026

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)	04/24/2026		A		731	A	$0.00	1,400	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 the Reporting Person's annual equity retainer, which is issued as restricted stock units ("RSUs") that will be settled in shares of the Issuer's common stock. Each RSU represents the right to receive one share of common stock. The RSUs will vest in full on the date of the first annual meeting of shareholders of the Company at which directors are elected following the Grant Date, subject to the Reporting Person's continued service through such date. The Reporting Person elected to defer receipt of the shares of common stock issuable upon settlement of the RSUs under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Robert S. Wetherbee	04/28/2026
	** 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)