GATX Insider Geoffrey Phillips Exercises Options, Sells Shares at $168.74 Avg

Rhea-AI Filing Summary

Geoffrey Phillips, Senior Vice President, Operations at GATX Corp (GATX), reported transactions on 08/28/2025 in which he exercised 2,100 non-qualified stock options with an exercise price of $71.525 per share and simultaneously sold 2,100 common shares at a weighted average sale price of $168.7443 per share (sale prices ranged from $168.44 to $168.83). After these transactions his reported beneficial ownership is 6,740 shares. The Form 4 was signed by Lisa M. Ibarra by power of attorney on 08/29/2025.

Positive

• Full disclosure of exercise and sale including exercise price, weighted average sale price range, and post-transaction beneficial ownership
• Reporting completed promptly (transactions dated 08/28/2025; Form signed 08/29/2025 by POA)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine option exercise and sale by an officer, resulting in unchanged economic exposure after capture of option spread.

Geoffrey Phillips exercised 2,100 NQ options at $71.525 and sold the resulting 2,100 shares at a weighted average of $168.7443, realizing the intrinsic spread per share. This is a common post-vesting liquidity action by insiders and does not indicate a change in control or a material shift in ownership; his post-transaction beneficial holdings are 6,740 shares. Transaction dates and prices are explicitly disclosed; no employment change or additional context is provided in the filing.

Corporate Governance/Risk Analyst

TL;DR: Disclosure is complete for the reported transactions; no governance red flags are evident from the Form 4.

The filing properly reports exercise and contemporaneous sale activity with the weighted average sale price disclosed and a remark offering price-by-price breakdown on request. The report was executed by a power of attorney and identifies the reporting persons role as Sr. VP, Operations. There is no indication of trading pursuant to a 10b5-1 plan in the form text, and no amendments or exceptions are stated.

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^*

Phillips Geoffrey

(Last) (First) (Middle)

233 S WACKER DRIVE

(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)
	Sr. VP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		2,100	A	$71.525	8,840	D
Common Stock	08/28/2025		S		2,100	D	$168.7443(1)	6,740	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
2019 NQ Stock Option (Right to Buy)	$71.525	08/28/2025		M			2,100	01/24/2020	01/24/2026	Common Stock	2,100	$0.00	0.00	D

Explanation of Responses:

1. Represents the weighted average sale price. The highest price at which shares were sold was $168.8300 and the lowest price at which shares were sold was $168.4400. Information regarding the number of shares sold at each separate price will be made available from the reporting person upon request by the SEC, the issuer or its shareholders.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Geoffrey Phillips	08/29/2025
	** 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 transactions did GATX insider Geoffrey Phillips report on Form 4 (GATX)?

He exercised 2,100 non-qualified stock options at $71.525 per share and sold 2,100 common shares at a weighted average price of $168.7443 per share on 08/28/2025.

How many GATX shares does Geoffrey Phillips beneficially own after the reported transactions?

The Form 4 reports that he beneficially owns 6,740 shares following the transactions.

What was the range of sale prices reported for the shares sold by Geoffrey Phillips?

The filing discloses the highest sale price as $168.83 and the lowest as $168.44; the weighted average sale price reported is $168.7443.

Was the Form 4 filed by the reporting person or by proxy?

The Form 4 was signed by Lisa M. Ibarra by power of attorney on behalf of Geoffrey Phillips on 08/29/2025.

Did the filing indicate the transactions were made under a 10b5-1 trading plan?

No 10b5-1 or contractual plan is indicated in the text of this Form 4.