GATX director granted 129 RSUs as deferred fees

GATX CORP director John McClain Holmes III acquired 129 restricted stock units (RSUs) tied to GATX common stock on May 1, 2026 under the company’s Amended and Restated Directors' Voluntary Deferred Fee Plan.

Rhea-AI Filing Summary

GATX CORP director John McClain Holmes III acquired 129 restricted stock units (RSUs) tied to GATX common stock on May 1, 2026 under the company’s Amended and Restated Directors' Voluntary Deferred Fee Plan.

The RSUs were credited to his deferred account at a reference price of $194.9175 per share. Footnotes explain that 13 RSUs came from the plan’s dividend reinvestment feature, while 115 RSUs resulted from his election to defer his annual cash retainer and other board fees into RSUs. Each RSU represents the right to receive one GATX common share upon settlement, generally after he leaves the board. Following this award, he directly holds 4,321 shares of GATX common stock.

Insider Trade Summary

Grant/Award: 129 shares

Grant/Award 1 txn

Insider Holmes John McClain III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	129	$194.9175	$25K

Holdings After Transaction: Common Stock — 4,321 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents (a) 13 RSUs acquired pursuant to the dividend reinvestment feature of the Deferred Fee Plan, and (b) 115 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.

Key Figures

RSUs granted: 129 RSUs Reference price per share: $194.9175 per share Shares held after transaction: 4,321 shares +2 more

5 metrics

RSUs granted 129 RSUs Award under Deferred Fee Plan on May 1, 2026

Reference price per share $194.9175 per share Value used for the 129 RSUs credited

Shares held after transaction 4,321 shares Total GATX common stock directly held post-award

RSUs from dividend reinvestment 13 RSUs Portion of 129 RSUs via dividend reinvestment feature

RSUs from deferred fees 115 RSUs Portion of 129 RSUs from deferral of cash retainer and fees

Key Terms

Restricted Stock Unit, Deferred Fee Plan, dividend reinvestment feature

3 terms

Restricted Stock Unit financial

"Represents additional RSUs credited to the reporting person's account under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Deferred Fee Plan financial

"under the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan") credited on the transaction date"

dividend reinvestment feature financial

"13 RSUs acquired pursuant to the dividend reinvestment feature of the Deferred Fee Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

GATX reported that director John McClain Holmes III received 129 restricted stock units as a compensation-related award. The RSUs were credited under the company’s Directors’ Voluntary Deferred Fee Plan rather than purchased in the open market, making this a routine non-cash compensation transaction.

How many GATX (GATX) shares does John McClain Holmes III hold after this Form 4?

After this award, John McClain Holmes III directly holds 4,321 shares of GATX common stock. This total reflects his position after the 129 RSUs were credited, as disclosed in the Form 4, and helps investors gauge the scale of this director’s equity exposure.

What is the value reference for the 129 RSUs granted to the GATX (GATX) director?

The 129 RSUs were credited at a reference price of $194.9175 per share. This price is used in the Form 4 to quantify the award’s dollar value, though the units themselves will settle in GATX common stock rather than cash when paid.

How were the 129 RSUs to the GATX (GATX) director allocated under the Deferred Fee Plan?

Footnotes show the 129 RSUs include 13 RSUs from the plan’s dividend reinvestment feature and 115 RSUs from the director’s election to defer his annual cash retainer and other cash fees into RSUs, all under the Deferred Fee Plan.

When will the GATX (GATX) director receive shares from these RSUs?

Each RSU represents a right to receive one share of GATX common stock upon settlement. According to the plan terms in the footnotes, the RSUs are generally payable on a deferred basis after the director’s termination of service on GATX’s board of directors.

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

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Accepted by SEC EDGAR 05/05/2026 - 12:54 PM Learn about SEC filing dates

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)
05/01/2026

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)	05/01/2026		A		129(2)	A	$194.9175	4,321	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) 13 RSUs acquired pursuant to the dividend reinvestment feature of the Deferred Fee Plan, and (b) 115 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	05/05/2026
	** 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)