Gatx Corp SEC Filings

GATX (GATX): Director transaction reported. Director Diane M. Aigotti acquired 66 shares of phantom stock/RSUs on 11/03/2025, credited under GATX’s Directors’ Phantom Stock Plan and Directors’ Voluntary Deferred Fee Plan via their dividend reinvestment feature at a reported price of $157.515. Following this, she beneficially owns 18,963 shares (direct).

Each phantom stock/RSU represents the right to receive one share of GATX common stock upon settlement, which is generally payable in common stock on a deferred basis at the reporting person’s election upon termination of service on the board.

GATX Corporation (GATX) disclosed a routine insider transaction by Director Adam L. Stanley. On 11/03/2025, he acquired 26 shares of phantom stock/RSUs via the dividend reinvestment feature of the company’s Directors’ Phantom Stock Plan and Deferred Fee Plan at a reported price of $157.515 per share.

Each phantom stock/RSU represents the right to receive one share of common stock upon settlement, generally payable on a deferred basis at the reporting person’s election upon termination of board service. Following this credit, the filing lists 8,613 securities beneficially owned on a direct basis.

GATX Corporation (GATX) director Anne L. Arvia reported an acquisition of 111 shares of phantom stock/RSUs on 11/03/2025, shown at a price of $157.515. These credits were made via the dividend reinvestment feature of the company’s Directors' Phantom Stock Plan and the Directors' Voluntary Deferred Fee Plan. Each phantom share represents the right to receive one share of common stock upon settlement, generally payable on a deferred basis at the director’s termination of board service. Following the transaction, 33,188 shares were beneficially owned, reported as Direct (D).

GATX Corporation reported third‑quarter results and detailed progress on pending growth transactions. Q3 revenue was $439.3 million, up from $405.4 million, with net income of $82.2 million and diluted EPS of $2.25. Year to date, revenue reached $1.291 billion and net income $236.3 million (EPS $6.46).

Rail North America delivered higher lease revenue on stronger rates, offset by increased maintenance and interest expense and lower gains on asset sales; utilization was 98.9% and the Lease Price Index renewal rate change was +22.8%. Operating cash flow rose to $503.8 million for the first nine months, ending cash was $696.4 million, and recourse debt was $8.751 billion.

The company signed a definitive agreement to acquire about 105,000 railcars from Wells Fargo for $4.4 billion via a joint venture with Brookfield (GATX initial 30%/Brookfield 70%), with an option for GATX to acquire up to 100% over time; GATX will also purchase approximately 223 locomotives. HSR, EU, and Canadian competition clearances were obtained; closing is anticipated in the first quarter of 2026, subject to remaining approvals and customary conditions. There were 35.7 million common shares outstanding as of September 30, 2025.

GATX Corporation entered into an underwriting agreement to sell $200,000,000 of 5.500% Senior Notes due 2035 and $200,000,000 of 6.050% Senior Notes due 2054 under its shelf registration. The 2035 Notes will form a single series with the $500,000,000 issued on February 6, 2025, bringing the total 2035 Notes outstanding to $700,000,000. The 2054 Notes will form a single series with the $400,000,000 issued on June 5, 2024 and the $300,000,000 issued on February 6, 2025, bringing the total 2054 Notes outstanding to $900,000,000.

The Notes were issued under GATX’s 2008 indenture with U.S. Bank Trust Company, N.A., and were delivered against payment on October 24, 2025, creating a direct financial obligation. BofA Securities, Citigroup, and Morgan Stanley acted as representatives of the underwriters.

GATX Corporation priced a $400,000,000 add-on debt offering, split between $200,000,000 5.500% senior notes due 2035 and $200,000,000 6.050% senior notes due 2054. The 2035 notes pay interest on June 15 and December 15, beginning December 15, 2025, and mature June 15, 2035. The 2054 notes pay on June 5 and December 5, beginning December 5, 2025, and mature June 5, 2054. The new notes are fungible with existing series and will trade interchangeably after settlement, bringing totals outstanding to $700,000,000 (2035) and $900,000,000 (2054).

Pricing was above par (2035 at 103.656% and 2054 at 104.998%), with underwriting discounts of 0.650% and 0.875%, respectively. Estimated net proceeds are approximately $413.2 million, intended for general corporate purposes. The notes are senior unsecured obligations, include optional redemption provisions and a 101% repurchase right upon a Change of Control Repurchase Event, and are not expected to be listed.

Recent results: Q3 2025 total revenues were $439.3 million (vs. $405.4 million), and net income was $82.2 million (vs. $89.0 million). GATX also detailed a pending joint venture acquisition of approximately 105,000 railcars from Wells Fargo for $4.4 billion, with key regulatory clearances obtained and closing anticipated in the first quarter of 2026, subject to conditions.

GATX Corporation furnished an 8-K announcing it issued a press release with unaudited financial statements and supplemental information for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1.

GATX will host a teleconference to discuss its third‑quarter 2025 results on October 21, 2025, beginning at 11 a.m. Eastern Time. Investors may join by dialing 1-800-715-9871 (or 1-646-307-1963 outside the U.S.).

GATX Corporation reported progress on its planned acquisition of approximately 105,000 railcars from Wells Fargo for $4.4 billion through a new joint venture with Brookfield Infrastructure Partners. GATX will initially own 30% of the joint venture and holds annual call options to acquire up to 100% of the JV equity over time. A portion of the purchase price will be financed at the JV level with debt guaranteed by GATX. GATX will also directly purchase about 223 locomotives, while Brookfield will directly acquire Wells Fargo’s rail and locomotive finance lease portfolio. GATX will manage the JV railcars and Brookfield’s finance lease assets.

Regulatory milestones include expiration of the U.S. HSR waiting period on September 16, 2025, European Commission clearance in August 2025, expiry of the Canadian waiting period on September 24, 2025, and a Canadian no‑action letter on October 9, 2025. Approvals from additional agencies are pending. The transaction is anticipated to close in the first quarter of 2026 or sooner, subject to customary conditions, with no assurance of timing or completion.

GATX also furnished audited and unaudited Wells Fargo Rail financials and unaudited pro forma statements, incorporated by reference into GATX’s Form S‑3 and Forms S‑8.

Robert C. Lyons, President and CEO of GATX Corporation, reported multiple transactions on 09/03/2025. He exercised 18,500 non-qualified stock options with an exercise price of $71.525, resulting in the acquisition of 18,500 shares. On the same date he reported a series of sales: 43 shares at a weighted average sale price of $166.2001, 9,556 shares at a weighted average sale price of $166.0417, 2,936 shares at a weighted average sale price of $167.2388, and 100 shares at $167.76. The Form 4 shows direct beneficial ownership following these transactions of 50,575 shares and indirect ownership of 3,267 shares held in a 401(k). The filing includes weighted average sale price ranges for the sales and notes that breakdowns by price are available on request.