GATX (NYSE: GATX) director gains 114 deferred phantom stock shares

Rhea-AI Filing Summary

GATX Corporation director Anne L. Arvia reported an automatic award of additional equity-linked compensation. On February 2, 2026, she acquired 114 shares of common stock-equivalent phantom stock/RSUs at a reference price of $180.665 per share through the company’s dividend reinvestment feature.

These units were credited under GATX’s Directors’ Phantom Stock Plan and Directors’ Voluntary Deferred Fee Plan and increase her beneficial holdings to 33,303 common shares-equivalent. Each phantom share or RSU is generally settled in GATX common stock on a deferred basis when she leaves the board, aligning director compensation with long-term shareholder interests.

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^*

Arvia Anne L

(Last) (First) (Middle)

C/O 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)

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		114(2)	A	$180.665	33,303	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 shares of phantom stock/RSUs credited to the reporting person's account under the Amended and Restated GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan") credited on the transaction date. Each share of phantom stock/RSU represents the right to receive one share of Issuer's common stock upon settlement. The shares of phantom stock/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 114 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and the Deferred Fee Plan.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Anne L. Arvia	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 Anne L. Arvia report on this Form 4?

Anne L. Arvia reported receiving 114 additional phantom stock/RSU share equivalents. These were credited to her GATX director compensation accounts and increase her total beneficial holdings to 33,303 common stock-equivalent shares after the transaction.

How many GATX phantom stock/RSU units did Anne L. Arvia receive and at what price?

She received 114 phantom stock/RSU share equivalents at a reference price of $180.665 per share. The units were credited on February 2, 2026, under GATX’s director compensation and deferred fee plans.

Why did Anne L. Arvia receive 114 GATX phantom stock/RSU shares?

The 114 phantom stock/RSU units were acquired through the dividend reinvestment feature of GATX’s Directors’ Phantom Stock Plan and Voluntary Deferred Fee Plan, automatically reinvesting dividends into additional stock-based units in her director compensation accounts.

What are GATX phantom stock/RSU units reported by director Anne L. Arvia?

Each phantom stock/RSU unit represents the right to receive one share of GATX common stock upon settlement. They are credited to the director’s account and generally paid in common stock on a deferred basis after board service ends.

When will Anne L. Arvia’s GATX phantom stock/RSU units typically be paid out?

The phantom stock/RSU units are generally payable on a deferred basis in GATX common stock. Payment occurs at the director’s election upon termination of service on GATX’s board of directors, according to the plan terms.

How many GATX shares does Anne L. Arvia beneficially own after this transaction?

After receiving 114 additional phantom stock/RSU share equivalents, Anne L. Arvia beneficially owns 33,303 GATX common stock-equivalent shares. This figure includes the newly credited phantom stock/RSU units under the director compensation plans.