GATX (NYSE: GATX) SVP & CIO granted 3,300 stock options over 3 years

Rhea-AI Filing Summary

GATX CORP reported that SVP & CIO Niyi Adedoyin received a grant of stock options covering 3,300 shares of common stock at an exercise price of $0.00 per share. These 2026 nonqualified options vest in three roughly equal annual installments starting one year from the February 23, 2026 grant date.

After this award, Adedoyin directly holds 3,902 shares of GATX common stock and has an additional 3,818 units tied to GATX stock through the company’s 401(k) plan. The 401(k) position is in a unitized stock fund whose value can change without actual share transactions.

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

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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^*

Adedoyin Niyi

(Last) (First) (Middle)

233 S. WACKER DR.

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GATX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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								3,902	D
Common Stock 401(k)								3,818(1)	I	401(k)

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
2026 NQ Stock Option (Right to Buy)	$196.4	02/23/2026		A		3,300		02/23/2027(2)	02/23/2033	Common Stock	3,300	$0.00	3,300	D

Explanation of Responses:

1. GATX Corporation's 401(k) plan is a unitized stock fund made up of company stock plus short term investments. Because the fund includes more than company stock, participants hold units of the fund rather than company shares of stock. The number of units held by a participant may vary depending on the performance of the company stock, the overall stock market, and the amount of short term investments in the fund. Such a variance has caused the value of the units in the reporting person's 401(k) fund to be reduced without any actual disposition of shares.

2. 33.33% of Stock Option granted may be exercised commencing 1 year from the date of the grant, an additional 33.33% commencing 2 years from the date of the grant and the remaining 33.34% commencing 3 years from the date of the grant.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Niyi Adedoyin	02/25/2026
	** 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.

FAQ

What did GATX (GATX) disclose about Niyi Adedoyin’s latest equity grant?

GATX disclosed that SVP & CIO Niyi Adedoyin received a grant of 3,300 nonqualified stock options at a $0.00 exercise price. The award is tied to GATX common stock and represents an additional equity-based incentive linked to the company’s future performance.

How do Niyi Adedoyin’s new GATX stock options vest over time?

Adedoyin’s 3,300 GATX stock options vest in three annual installments starting one year from the February 23, 2026 grant date. 33.33% vests after one year, another 33.33% after two years, and the remaining 33.34% after three years, encouraging longer-term retention.

How many GATX common shares does Niyi Adedoyin hold after this Form 4?

Following this filing, Adedoyin directly owns 3,902 shares of GATX common stock. This direct ownership figure is separate from the 3,300 stock options granted and reflects the number of actual common shares held in a standard brokerage-type account, not through retirement plans.

What GATX exposure does Niyi Adedoyin have through the company 401(k) plan?

Adedoyin holds 3,818 units in GATX’s 401(k) unitized stock fund. The plan combines company stock with short-term investments, so participants hold units instead of direct shares, and unit values can change with market performance without any actual share purchases or sales by the participant.

Does the GATX 401(k) stock fund involve actual share dispositions for unit changes?

The GATX 401(k) stock fund’s unit count can change without actual share dispositions. Because it is a unitized fund holding company stock plus short-term investments, performance of the stock and market can alter unit values even when no underlying company shares are sold by the participant.

What type of security was granted to Niyi Adedoyin by GATX in this filing?

GATX granted Adedoyin a 2026 nonqualified stock option described as a “Right to Buy” GATX common stock. The option covers 3,300 shares, carries a $0.00 exercise price in the disclosure, and vests in three tranches over three years from the grant date.