Routine Insider Credit: GATX Director Gains 29 RSUs at $152.83

Rhea-AI Filing Summary

GATX Corp. (GATX) – Form 4 filing dated 08/04/2025

Director Adam L. Stanley reported an automatic acquisition of 29 shares of phantom stock/RSUs on 08/01/2025. The units were credited at an implied price of $152.825 per share under the company’s Directors’ Phantom Stock Plan and Deferred Fee Plan, reflecting dividend reinvestment rather than an open-market purchase. Following the credit, Stanley’s total beneficial ownership stands at 8,586 shares, held directly.

No derivative transactions, sales, or option exercises were reported, and the filing does not alter board composition or guidance. Given the small size (≈ $4.4 k) and routine nature, the event is immaterial to GATX’s valuation or float.

Insights

Securities Analyst

TL;DR: Routine dividend-reinvestment credit; negligible market impact.

The Form 4 shows a director receiving 29 phantom shares via automatic dividend reinvestment. This is part of long-standing deferred-fee and phantom-stock programs, not an active buy signal. The dollar value (~$4 k) and fractional percentage of shares outstanding are de minimis, offering no insight into management’s sentiment or company fundamentals. As such, the filing is chiefly a compliance disclosure with no expected influence on liquidity, ownership structure, or share price.

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^*

Stanley Adam L.

(Last) (First) (Middle)

C/O 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)

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		29(2)	A	$152.825	8,586	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 29 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 Adam L. Stanley	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

How many GATX shares did director Adam L. Stanley acquire on 08/01/2025?

He acquired 29 shares of phantom stock/RSUs through the dividend reinvestment feature of board compensation plans.

What was the implied price of the phantom shares acquired by the GATX director?

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

What is Adam L. Stanley's total beneficial ownership in GATX after the transaction?

Following the credit, he beneficially owns 8,586 shares directly.

Does the Form 4 filing indicate any open-market purchase or sale by the GATX director?

No. The shares were acquired automatically via dividend reinvestment; no open-market trades occurred.

Is this insider transaction material for GATX investors?

Given the small size (~$4.4 k) and routine nature, it is not considered material to GATX’s valuation.