GATX director receives 68 phantom stock units

GATX Corporation director Diane Aigotti reported an automatic acquisition of 68 shares of phantom stock/RSUs on February 2, 2026.

Rhea-AI Filing Summary

GATX Corporation director Diane Aigotti reported an automatic acquisition of 68 shares of phantom stock/RSUs on February 2, 2026. These units were credited at a price of $180.665 per share under GATX's Directors' Phantom Stock Plan and Voluntary Deferred Fee Plan through a dividend reinvestment feature. After this transaction, Aigotti beneficially owned 19,032 shares of common stock on a direct basis. Each phantom stock/RSU represents the right to receive one share of GATX common stock, generally payable in stock on a deferred basis at her election when her board service ends.

Insider Trade Summary

Grant/Award: 68 shares

Grant/Award 1 txn

Insider Aigotti Diane

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	68	$180.665	$12K

Holdings After Transaction: Common Stock — 19,032 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") credited 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 68 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and the Deferred Fee Plan.

FAQ

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What did GATX (GATX) director Diane Aigotti report in this Form 4?

Diane Aigotti reported acquiring 68 shares of phantom stock/RSUs on February 2, 2026. These were credited under GATX’s director plans via dividend reinvestment, increasing her directly owned beneficial interest to 19,032 common shares.

How many GATX shares does Diane Aigotti beneficially own after this transaction?

After the February 2, 2026 transaction, Diane Aigotti beneficially owns 19,032 shares of GATX common stock. This figure reflects the impact of the 68 phantom stock/RSUs credited through the company’s director compensation and deferred fee plans.

What is the nature of the 68 GATX phantom stock/RSUs reported by Diane Aigotti?

The 68 units are phantom stock/RSUs credited under GATX’s Directors’ Phantom Stock Plan and Deferred Fee Plan. Each unit represents the right to receive one GATX common share upon settlement, generally payable on a deferred basis after board service ends.

How were the 68 phantom stock/RSUs for GATX director Diane Aigotti acquired?

The 68 phantom stock/RSUs were acquired through the dividend reinvestment feature of GATX’s director plans. Dividends that would be paid in cash are instead reinvested into additional phantom stock/RSUs credited to the director’s account on the transaction date.

At what price were Diane Aigotti’s GATX phantom stock/RSUs credited?

The 68 phantom stock/RSUs were credited at a price of $180.665 per share. This price is used to determine how many units result from the dividend reinvestment under GATX’s Directors’ Phantom Stock Plan and Voluntary Deferred Fee Plan.

When will Diane Aigotti receive GATX common stock from these phantom stock/RSUs?

The phantom stock/RSUs are generally payable in GATX common stock on a deferred basis. Payment occurs at Diane Aigotti’s election when her service on GATX’s board of directors terminates, consistent with the plan terms.

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Accepted by SEC EDGAR 02/04/2026 - 05:47 PM Learn about SEC filing dates

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^*

Aigotti Diane

(Last) (First) (Middle)

C/O 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
	Officer (give title below)		Other (specify below)

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

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(1)	02/02/2026		A		68(2)	A	$180.665	19,032	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 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") credited 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 68 shares of phantom stock/RSUs acquired pursuant to the dividend reinvestment feature of the Phantom Stock Plan and the Deferred Fee Plan.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Diane M. Aigotti	02/04/2026
	** 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.