STOCK TITAN

GATX CORP (GATX) director awarded 130 phantom stock and RSU units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WETHERBEE ROBERT S reported acquisition or exercise transactions in this Form 4 filing.

GATX CORP director Robert S. Wetherbee reported a grant of 130 shares of phantom stock/RSUs on 2026-08-03 at $177.9125 per share. The units, credited under GATX’s director phantom stock and deferred fee plans, represent rights to receive common shares and increased his direct balance to 1,645 share-equivalents.

Positive

  • None.

Negative

  • None.
Insider WETHERBEE ROBERT S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 130 $177.9125 $23K
Holdings After Transaction: Common Stock — 1,645 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) 3 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 126 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 granted 130 shares Non-derivative award to director on 2026-08-03
Grant value per unit $177.9125 per share Value used for the 130 phantom stock/RSUs credited
Holdings after transaction 1,645 shares Total direct share-equivalents reported following the award
Dividend reinvestment units 3 shares Phantom stock/RSUs from dividend reinvestment feature
Deferred fee RSUs 126 shares RSUs from deferral of annual cash retainer and other fees
phantom stock financial
"Represents additional shares of phantom stock/RSUs credited to the reporting person's account"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
RSUs financial
"Each share of phantom stock/RSU represents the right to receive one share"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
dividend reinvestment feature financial
"3 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature"
Voluntary Deferred Fee Plan financial
"Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan") on the transaction date"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

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

Robert S. Wetherbee reported acquiring 130 shares of phantom stock/RSUs on 2026-08-03. These units were granted under GATX’s director phantom stock and deferred fee plans and are settled in common stock, increasing his reported direct holdings to 1,645 share-equivalents.

How were the 130 phantom stock/RSUs for GATX (GATX) director Wetherbee generated?

The 130 phantom stock/RSUs include 3 units from the dividend reinvestment feature of the director plans and 126 RSUs from deferring cash retainers and other board fees into stock units under the Voluntary Deferred Fee Plan.

At what price were GATX (GATX) phantom stock/RSUs credited to director Wetherbee?

The 130 phantom stock/RSUs were credited at $177.9125 per share. This per-share value applies to the units recorded on 2026-08-03 under the Amended and Restated GATX Directors’ Phantom Stock Plan and Directors’ Voluntary Deferred Fee Plan.

When will GATX (GATX) director Wetherbee’s phantom stock/RSUs be paid out?

Each phantom stock/RSU represents the right to receive one share of GATX common stock. The units are generally payable in stock on a deferred basis at Wetherbee’s election upon his termination of service from the GATX board of directors.

Are GATX (GATX) director Wetherbee’s reported units part of a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is marked negative, indicating the transaction was not reported as executed under a pre-arranged 10b5-1 trading plan. The acquisition reflects compensation-related phantom stock and RSU credits.

How many share-equivalents does GATX (GATX) director Wetherbee hold after this award?

Following the grant of 130 phantom stock/RSUs, Robert S. Wetherbee’s direct holdings total 1,645 share-equivalents. Each phantom stock/RSU is designed to settle into one share of GATX common stock upon the specified deferred settlement event.
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)
08/03/2026
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)08/03/2026A130(2)A$177.91251,645D
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) 3 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan, and (b) 126 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. Wetherbee08/05/2026
** 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)