STOCK TITAN

GATX CORP (GATX) director granted 142 phantom stock units

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(Neutral)
Form Type
4

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 award of 142 phantom stock/RSUs on August 3, 2026 under the company’s director compensation and deferred fee plans. Each unit represents one share of common stock, generally payable in stock on a deferred basis after his board service ends. Following this grant, he directly holds 4,464 units.

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Insider Holmes John McClain III
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 142 $177.9125 $25K
Holdings After Transaction: Common Stock — 4,464 shares (Direct)
Footnotes (2)
  1. F1. 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") 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. F2. Represents (a) 16 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 126 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.
Phantom stock/RSUs awarded 142 shares Grant/award acquisition on 2026-08-03
Award price per unit $177.9125 per share Price per phantom stock/RSU on 2026-08-03
Holdings after transaction 4,464 shares Direct phantom stock/RSU units following the award
Units from dividend reinvestment 16 shares Phantom stock/RSUs acquired via dividend reinvestment feature
Units from deferred fees 126 shares RSUs from election to defer annual cash retainer and other fees
phantom stock financial
"Represents additional shares of phantom stock/RSUs credited to the reporting person's account"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
RSUs financial
"Each share of phantom stock/RSU represents the right to receive one share of Issuer's common stock"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
dividend reinvestment financial
"16 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
Deferred Fee Plan financial
"under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan"
annual cash retainer financial
"RSUs acquired under the Deferred Fee Plan resulting from the election to defer the annual cash retainer"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did GATX (GATX) report for director John McClain Holmes III?

GATX reported that director John McClain Holmes III received 142 phantom stock/RSUs on August 3, 2026. These units were credited under director compensation and deferred fee plans and are generally settled in common stock on a deferred basis after his board service ends.

How many GATX (GATX) units does the director hold after this Form 4 award?

After the reported award, John McClain Holmes III directly holds 4,464 phantom stock/RSU units. These units each represent the right to receive one share of GATX common stock upon settlement, typically after his service on the board concludes.

What plans were involved in the 142-unit award reported by GATX (GATX)?

The 142 units came from the GATX Directors' Phantom Stock Plan and the Directors' Voluntary Deferred Fee Plan. The filing explains that credits reflect both dividend reinvestment and the director’s election to receive fees in RSUs instead of cash.

How was the 142-unit award for GATX (GATX) director Holmes composed?

The award consisted of 16 units from the dividend reinvestment feature of the director plans and 126 RSUs from deferring the annual cash retainer and other director fees into RSUs, as described in the footnotes to the transaction.

Are the 142 GATX (GATX) phantom stock/RSUs immediately payable in cash or stock?

No, the 142 phantom stock/RSUs are generally payable on a deferred basis in common stock. Settlement occurs at the director’s election upon termination of his service on GATX’s board, according to the description of the plans.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock(1)08/03/2026A142(2)A$177.91254,464D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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") 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 (a) 16 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 126 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. Holmes08/05/2026
** Signature of Reporting PersonDate
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)