GATX Corp (ticker: GATX) director awarded 731 RSUs as equity retainer

Rhea-AI Filing Summary

REAM JAMES B reported acquisition or exercise transactions in this Form 4 filing.

GATX Corp director James B. Ream received a grant of 731 restricted stock units as his annual equity retainer. The award is effectively priced at $0.00 per share because it is compensation, not a market purchase. Each RSU represents one share of GATX common stock.

The RSUs vest in full on the date of the first annual shareholders’ meeting at which directors are elected following the grant, as long as Ream continues serving through that date. He elected to defer receipt of the common shares issuable upon settlement of these RSUs under GATX’s Directors’ Voluntary Deferred Fee Plan. After this grant, his directly held common stock position reported in the filing is 49,137 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider REAM JAMES B

Role null

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

Holdings After Transaction: Common Stock — 49,137 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 731 units Grant price: $0.00 per share Shares held after grant: 49,137 shares +1 more

4 metrics

RSUs granted 731 units Annual equity retainer for director James B. Ream

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

Shares held after grant 49,137 shares Common stock directly owned following the transaction

Transaction date April 24, 2026 Grant date of RSU equity retainer

Key Terms

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

4 terms

restricted stock units ("RSUs") financial

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

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"

vest in full financial

"The RSUs will vest in full on the date of the first annual meeting"

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^*

REAM JAMES B

(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)
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	49,137	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 James B. Ream	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 James B. Ream receive in this Form 4?

Director James B. Ream received 731 restricted stock units as his annual equity retainer. Each RSU represents the right to receive one share of GATX common stock as part of his director compensation package rather than a market purchase.

How do the 731 RSUs granted to GATX director Ream work?

The 731 RSUs each correspond to one share of GATX common stock and were granted at an effective price of $0.00 as compensation. They are structured as equity-based fees for board service, not open-market stock purchases by the director.

When do James B. Ream’s GATX RSUs from this filing vest?

The RSUs will vest in full on the date of the first annual meeting of GATX shareholders at which directors are elected following the grant date. Vesting is conditioned on Ream’s continued service as a director through that meeting date.

Did the GATX director defer receipt of shares from these RSUs?

Yes. Ream elected to defer receipt of the GATX common shares issuable when the RSUs settle. This deferral occurs under the Amended and Restated GATX Corporation Directors’ Voluntary Deferred Fee Plan, affecting when he actually receives the underlying stock.

How many GATX common shares does James B. Ream hold after this grant?

Following the 731-unit award, the Form 4 reports that Ream directly holds 49,137 shares of GATX common stock. This figure reflects his direct ownership position after giving effect to the equity retainer grant disclosed in the filing.

Is the 731-unit GATX grant to Ream an open-market stock purchase?

No. The 731 units are an annual equity retainer granted as restricted stock units at $0.00 per share. They represent compensation for board service and will be settled in GATX common stock, rather than shares bought by Ream in the open market.