Insider Activity: GATX’s Ream Credits 167 Phantom Shares, No Sales Reported

Rhea-AI Filing Summary

GATX Corporation (GATX) Form 4: Director James B. Ream acquired 167 shares of phantom stock/RSUs on 08/01/2025 under the company’s Directors’ Phantom Stock and Deferred Fee Plans. The units were credited through the dividend-reinvestment feature at an effective price of $152.825 per share. No shares were sold. Following the transaction, Ream’s total beneficial ownership stands at 48,099 shares of common stock. Each phantom unit converts 1-for-1 into common stock, typically payable after the director leaves the board. The filing reflects a routine, non-open-market increase in ownership, representing roughly 0.3 % of Ream’s holdings and signaling continued alignment with shareholder interests.

Positive

• Director’s stake increases, reinforcing governance alignment with shareholders.
• No shares were sold, eliminating negative supply signals.

Negative

• Transaction size is immaterial—167 RSUs represent ~0.3 % of the director’s holdings and have limited signaling value.

Insights

Securities Analyst

TL;DR: Minor insider purchase via dividend reinvestment; positive alignment signal but immaterial to valuation.

The 167-unit addition is a routine credit from GATX’s board deferred-compensation programs rather than an open-market buy, limiting its market signaling power. While any increase suggests the director is maintaining exposure, the dollar value (~$25K) is negligible against both Ream’s existing 48 K-share stake and GATX’s $5 B market cap. No derivatives were exercised and no sales occurred, so dilution and supply effects are nonexistent. Overall impact on the investment thesis and liquidity is neutral.

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^*

REAM JAMES B

(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)
08/01/2025

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)	08/01/2025		A		167(2)	A	$152.825	48,099	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 167 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 James B. Ream	08/04/2025
	** 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 type of securities did GATX director James B. Ream acquire?

He received 167 shares of phantom stock/RSUs credited under GATX’s director compensation plans.

How many GATX shares does James B. Ream now own?

After the transaction, his beneficial ownership totals 48,099 shares.

What was the effective purchase price of the RSUs?

The units were credited at an effective price of $152.825 per share.

Was the transaction an open-market purchase?

No. The shares were credited via dividend reinvestment within deferred-compensation plans, not bought on the open market.

Did the Form 4 report any share sales by the director?

No sales were reported; the filing only shows an acquisition.

When were the transaction and filing dates?

Transaction date: 08/01/2025; Form 4 filed on 08/04/2025.