GATX (GATX) director Wetherbee defers board fees into 115 RSUs

Rhea-AI Filing Summary

GATX CORP director Robert S. Wetherbee reported an acquisition of 115 restricted stock units (RSUs) tied to the company’s common stock. The RSUs were credited on the director’s account at a reference value of $194.9175 per unit, bringing his directly held common stock-related position to 1,515 shares-equivalent following the transaction. According to the company’s Amended and Restated Directors' Voluntary Deferred Fee Plan, these RSUs were received in lieu of the annual cash retainer and other cash fees, and will generally be settled in common stock on a deferred basis after his service on the board ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WETHERBEE ROBERT S

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	115	$194.9175	$22K

Holdings After Transaction: Common Stock — 1,515 shares (Direct, null)

Footnotes (1)

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. Represents 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 acquired: 115 RSUs Reference value per RSU: $194.9175 per unit Holdings after transaction: 1,515 shares-equivalent

3 metrics

RSUs acquired 115 RSUs Credited on May 1, 2026 under Deferred Fee Plan

Reference value per RSU $194.9175 per unit Value used for the 115 RSUs credited

Holdings after transaction 1,515 shares-equivalent Total common stock-related position following RSU credit

Key Terms

Restricted Stock Units (RSUs), Directors' Voluntary Deferred Fee Plan, annual cash retainer

3 terms

Restricted Stock Units (RSUs) financial

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

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Directors' Voluntary Deferred Fee Plan financial

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

annual cash retainer financial

"resulting from the reporting person's election to defer the annual cash retainer and other cash fees payable"

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^*

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)
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		115(2)	A	$194.9175	1,515	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 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 Robert S. Wetherbee	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)

FAQ

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

Robert S. Wetherbee reported acquiring 115 restricted stock units (RSUs) linked to GATX common stock. These RSUs were credited under the company’s Directors' Voluntary Deferred Fee Plan as part of his board compensation, increasing his directly held common stock-related position to 1,515 shares-equivalent.

How were the 115 RSUs for GATX (GATX) director Wetherbee determined?

The 115 RSUs were acquired under GATX’s Deferred Fee Plan from Wetherbee’s election to defer his annual cash retainer and other cash fees into RSUs. Each RSU represents the right to receive one share of GATX common stock upon future settlement after board service ends.

What is the value reference per RSU in GATX (GATX) director Wetherbee’s Form 4?

Each RSU in the reported transaction used a reference value of $194.9175 per unit. This price reflects the value at which 115 restricted stock units were credited on May 1, 2026, as part of GATX’s Amended and Restated Directors' Voluntary Deferred Fee Plan.

When will GATX (GATX) director Wetherbee’s RSUs be settled into common stock?

The RSUs are generally payable on a deferred basis in GATX common stock when Wetherbee’s service on the board ends. Settlement timing follows his prior election under the Directors' Voluntary Deferred Fee Plan and occurs upon termination of his service as a GATX director.

Does GATX (GATX) director Wetherbee’s Form 4 involve any stock sales?

No, the Form 4 reports only an acquisition of 115 restricted stock units and no sales. The transaction reflects compensation in the form of RSUs under GATX’s Directors' Voluntary Deferred Fee Plan, with shares to be delivered later rather than an open-market purchase or sale.