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GATX director Robert S. Wetherbee acquires 128 stock units

The units generally are payable in common stock on a deferred basis when the director’s board service ends, at his election.

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Form Type
4

Rhea-AI Filing Summary

On November 2, 2026, GATX director Robert S. Wetherbee acquired 128 phantom stock/RSUs: 4 through the plans’ dividend reinvestment feature and 124 under the Deferred Fee Plan for fees he elected to defer. Each unit represents the right to receive one common share upon settlement. The reported position following the transaction was 1,774 shares.

Insider WETHERBEE ROBERT S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 128 $180.605 $23K
Holdings After Transaction: Common Stock — 1,774 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) 4 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 124 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 acquired 128 shares November 2, 2026
Units from dividend reinvestment 4 shares November 2, 2026
RSUs under the Deferred Fee Plan 124 RSUs For deferred annual cash retainer and other cash fees
Reported holdings following transaction 1,774 shares Following the November 2, 2026 transaction
Reported price per share $180.6050 per share November 2, 2026 transaction
phantom stock/RSUs financial
"additional shares of phantom stock/RSUs credited"
Deferred Fee Plan financial
"acquired under the Deferred Fee Plan"
dividend reinvestment feature financial
"acquired pursuant to the dividend reinvestment feature"

FAQ

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

How many phantom stock units did GATX director Robert S. Wetherbee acquire?

Robert S. Wetherbee acquired 128 phantom stock/RSUs on November 2, 2026: 4 through the dividend reinvestment feature and 124 under the Deferred Fee Plan for fees he elected to defer.

When do GATX directors’ phantom stock units settle?

Each phantom stock/RSU represents the right to receive one share of GATX common stock upon settlement. The units generally are payable on a deferred basis upon termination of board service, at the reporting person’s election.

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

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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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
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)11/02/2026A128(2)A$180.6051,774D
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) 4 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 124 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. Wetherbee11/04/2026
** 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)

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