Results of Operations and Financial Condition.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Entry Into A Material Definitive Agreement On May 21, 2026, GATX Corporation (the “Company”) entered into Amendment No. 1 (the “Amendment”) among the Company, the banks, financial institutions and other institutional lenders parties thereto, and Citibank, N.A., as administrative agent, to its existing Five Year Credit Agreement, dated as of May 21, 2024 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Company, Citibank, N.A. and BofA Secur…

Results of Operations and Financial Condition.

The filing describes an amendment and restatement of the company's incentive award plan, which is a non-management event.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Indenture with respect to 4.625% Senior Notes due 2031 and 5.300% Senior Notes due 2036 On March 12, 2026, GABX Leasing LLC (the “Issuer”), a joint venture between GATX Corporation (“GATX”) and Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”), issued and sold $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.30…

Completion of Acquisition or Disposition of Assets As previously reported, on January 1, 2026, GATX Corporation, a New York corporation (“GATX” or the “Company”), acquired approximately 101,000 railcars from Wells Fargo Bank, N.A., a national banking association, and its affiliates (“Wells Fargo”), for $4.2 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Initially, GATX’s ownership share in…

Results of Operations and Financial Condition.

Regulation FD Disclosure. The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure" and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. On February 19, 2026, GATX Corporation ("GATX") issued a press release that included unaudited financial statements and supplemental financial info…

Entry Into A Material Definitive Agreement Credit Agreement and Guaranty Agreement On December 31, 2025, GABX entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent (the “Agent”), and the lenders and issuing banks party thereto. The Credit Agreement provides for (i) an unsecured term loan facility in an aggregate principal amount of approximately $3.0 billion and (ii) an unsecured revolving credit facility in an aggregate principal amount of $250 mi…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Completion of Acquisition or Disposition of Assets On the Closing Date, following the satisfaction of the closing conditions of the Purchase Agreement, GATX and the other parties thereto consummated the closing of the transaction. On the Closing Date, the parties entered, inter alia, into (i) the A&R JV LLC Agreement; (ii) a management services agreement pursuant to which the JV appointed GATX as the exclusive manager of the rail portfolio and the day-to-day operations of the JV, (iii) a mana…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant See

Entry Into A Material Definitive Agreement GATX Corporation (“GATX”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein (collectively, the “Underwriters”), dated October 22, 2025, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $200,000…

Results of Operations and Financial Condition.

Other Information On May 29, 2025, GATX Corporation ("GATX") entered into a definitive agreement to acquire approximately 105,000 railcars from Wells Fargo Bank, N.A. and its affiliates ("Wells Fargo") for $4.4 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Initially, GATX's ownership share in the joint venture will be 30% , with Brookfield's share at 70% . GATX holds annual call options to…

Results of Operations and Financial Condition.

Director — Robert S. Wetherbee: The filing discloses the election of a new independent director to the board, which is a standard governance event and not a departure of a senior executive.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information provided in

Entry into a Material Definitive Agreement On June 30, 2025, GATX Corporation (the “Company”) entered into a Commitment Increase Supplement (the “Supplement”) among the Company, M&T Bank, as increasing lender (the “Increasing Lender”), PNC Bank, National Association, as issuing bank, U.S. Bank National Association, as issuing bank, and Citibank, N.A., as swing line bank and as administrative agent, to its existing Five Year Credit Agreement, dated as of May 21, 2024 (as amended, supplemented,…

Other Events In connection with the entry into the Purchase Agreement and the Investors Agreement, the parties have agreed to enter into certain ancillary documents at Closing. Amended and Restated JV LLC Agreement At Closing, GATX and Blocker will enter into an Amended and Restated Limited Liability Company Agreement with respect to the JV (the “JV LLC Agreement”) in the form of the Exhibit B to the Investors Agreement. The JV LLC Agreement provides that, unless certain specified events occu…

Entry into a Material Definitive Agreement On May 29, 2025, GATX Corporation, a New York corporation (“GATX” or the “Company”), announced that it has entered into a definitive agreement to acquire approximately 105,000 railcars from Wells Fargo Bank, N.A. a national banking association (the “Seller” or “Wells Fargo”), for $4.4 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). The joint venture…

Regulation FD Disclosure. On May 29, 2025, the Company issued a press release announcing the formation of the joint venture and the entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this item 7.01, including Exhibit 99.1, is being furnished pursuant to

Results of Operations and Financial Condition.