GATX (GATX) director receives 731 RSU equity retainer grant in latest filing

Rhea-AI Filing Summary

Holmes John McClain III reported acquisition or exercise transactions in this Form 4 filing.

GATX CORP director John McClain Holmes III received an annual equity retainer in the form of 731 restricted stock units (RSUs), recorded at a price of $0.00 per share as a compensation grant, not an open-market purchase.

Each RSU represents one share of GATX common stock. The RSUs vest in full on the date of the first annual meeting of shareholders at which directors are elected following the grant date, provided he continues serving through that date. After this grant, he directly holds 4,192 shares of common stock, including the RSUs deferred under the company’s Directors' Voluntary Deferred Fee Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Holmes John McClain III

Role null

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

Holdings After Transaction: Common Stock — 4,192 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 731 RSUs Grant price per share: $0.00 per share Shares held after grant: 4,192 shares

3 metrics

RSU grant size 731 RSUs Annual equity retainer for director

Grant price per share $0.00 per share Compensation grant, not open-market purchase

Shares held after grant 4,192 shares Total direct holdings following RSU award

Key Terms

restricted stock units ("RSUs"), annual equity retainer, Directors' Voluntary Deferred Fee Plan

3 terms

restricted stock units ("RSUs") financial

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

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"

Directors' Voluntary Deferred Fee Plan financial

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

Form 4 Insider Transactions: What Each Field Means →

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)
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	4,192	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 John M. Holmes	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)

FAQ

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

He reported receiving an annual equity retainer of 731 restricted stock units (RSUs) in GATX common stock. This is a compensation award, not an open-market share purchase, and reflects standard director equity-based pay at the company.

Is the GATX (GATX) Form 4 transaction a stock purchase or a grant?

The filing shows a grant/award acquisition coded “A,” not an open-market purchase. The director received 731 RSUs at a stated price of $0.00 per share as part of his annual equity retainer for board service.

When will the 731 RSUs granted to the GATX (GATX) director vest?

The RSUs will vest in full on the date of the first annual meeting of shareholders at which directors are elected after the grant date. Vesting is subject to his continued service as a director through that meeting date.

How many GATX (GATX) shares does the director hold after this Form 4 transaction?

Following the award, the director is reported as directly holding 4,192 shares of GATX common stock. This total includes shares tied to the 731 RSUs that will ultimately settle in common stock under the director compensation arrangements.

What does it mean that the GATX (GATX) RSUs will be settled in common stock?

Each RSU represents the right to receive one share of GATX common stock when settled. Rather than cash, the director will receive actual shares upon settlement, aligning his compensation more directly with the company’s equity performance over time.

Did the GATX (GATX) director defer receipt of the RSU shares reported in this Form 4?

Yes. The filing notes he elected to defer receipt of the common shares issuable upon RSU settlement under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan, changing the timing of when he actually receives the shares.