GATX (GATX) CEO Robert Lyons receives grant of 47,900 stock options

Rhea-AI Filing Summary

LYONS ROBERT C reported acquisition or exercise transactions in this Form 4 filing.

GATX Corporation reported that President and CEO Robert C. Lyons received a grant of 47,900 stock options on February 23, 2026. These options are a right to buy GATX common stock and are classified as a derivative security.

According to the vesting terms, 33.33% of the options become exercisable one year from the grant date, another 33.33% after two years, and the remaining 33.34% after three years. Following this award, Lyons directly holds 50,575 shares of common stock and has an additional 3,093 units in the company’s 401(k) stock fund, where unit values can change without any actual share sale.

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^*

LYONS ROBERT C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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								50,575	D
Common Stock 401(k)								3,093(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		47,900		02/23/2027(2)	02/23/2033	Common Stock	47,900	$0.00	47,900	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 Robert C. Lyons	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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.
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FAQ

What did GATX (GATX) CEO Robert C. Lyons report in this Form 4?

Robert C. Lyons reported receiving a grant of 47,900 stock options tied to GATX common stock. These options are a compensation award, not an open-market stock purchase or sale, and increase his potential future ownership if exercised after vesting.

How do the new GATX (GATX) stock options granted to the CEO vest?

The 47,900 stock options vest in three annual installments. 33.33% become exercisable one year after the grant date, another 33.33% after two years, and the final 33.34% after three years, aligning with a typical long-term incentive structure.

How many GATX (GATX) common shares does the CEO hold after this filing?

After the reported transactions, Robert C. Lyons directly holds 50,575 shares of GATX common stock. This is separate from his stock options and from his indirect interest through the company’s 401(k) stock fund units disclosed in the same filing.

What does the GATX (GATX) 401(k) stock fund disclosure mean for the CEO’s holdings?

The filing explains that the GATX 401(k) plan uses a unitized stock fund combining company stock and short-term investments. The 3,093 units shown can change in value with market movements without any actual buying or selling of GATX shares by the CEO.

Does this GATX (GATX) Form 4 show any stock sales by the CEO?

No stock sales are reported. The Form 4 shows a grant of 47,900 stock options and updated holdings. Footnote language indicates 401(k) fund value changes can occur without any actual disposition of GATX shares by Robert C. Lyons.

Is the 47,900-stock-option grant to GATX (GATX) CEO an open-market purchase?

The 47,900 options are a grant or award, not an open-market purchase. They provide a right to buy GATX stock in the future once vested and exercised, reflecting equity-based executive compensation rather than immediate share buying activity.