GATX Corp Files 8-K Report

Ticker: GATX · Form: 8-K · Filed: Oct 15, 2025 · CIK: 40211

Sentiment: neutral

Topics: sec-filing, 8-k, regulatory

Related Tickers: GATX

TL;DR

GATX filed an 8-K on 10/15/25, mostly procedural stuff.

AI Summary

On October 15, 2025, GATX Corporation filed an 8-K report. The filing primarily concerns other events and financial statements/exhibits, with no specific material event detailed in the provided text. The report confirms GATX Corporation's identity and filing details.

Why It Matters

This filing indicates GATX Corporation is meeting its regulatory reporting obligations with the SEC, providing transparency to investors.

Risk Assessment

Risk Level: low — The filing is a routine disclosure and does not appear to contain any new material information that would immediately impact risk.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing by GATX Corporation?

The filing is a Current Report on Form 8-K, reporting on 'Other Events' and 'Financial Statements and Exhibits' as of October 15, 2025.

When was this 8-K report filed by GATX Corporation?

The report was filed on October 15, 2025.

Where are GATX Corporation's principal executive offices located?

GATX Corporation's principal executive offices are located at 233 South Wacker Drive, Chicago, Illinois, 60606-7147.

What is GATX Corporation's state of incorporation?

GATX Corporation's state of incorporation is New York.

What is the IRS Employer Identification Number for GATX Corporation?

The IRS Employer Identification Number for GATX Corporation is 36-1124040.

Filing Stats: 1,825 words · 7 min read · ~6 pages · Grade level 17.1 · Accepted 2025-10-15 08:31:35

Key Financial Figures

Filing Documents

01 Other Information

Item 8.01 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 acquire up to 100% of the joint venture equity over time. A portion of the purchase price will be financed by the joint venture in the form of debt financing, which will be guaranteed by GATX. GATX will also directly purchase approximately 223 locomotives from Wells Fargo, and Brookfield will directly acquire Wells Fargo's rail and locomotive finance lease portfolio (such transactions collectively, the "Transaction"). GATX will serve as manager of the railcars in the joint venture and the railcars and locomotives in the finance lease portfolio directly owned by Brookfield. On September 16, 2025, GATX announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in connection with the Transaction, which followed clearance from the European Commission under the EU merger regulation in August 2025. Additionally, the legal mandatory waiting period under the Canadian Competition Act expired on September 24, 2025 and, on October 9, 2025, the parties received a no-action letter from the Commissioner of Competition indicating that he does not intend to challenge the Transaction under the merger provisions of the Canadian Competition Act. Transaction approval is pending with additional regulatory agencies, following which the Transaction is anticipated to close in the first quarter of 2026 or sooner, subject to customary closing conditions; however, there can be no assurance as to when or whether all closing conditions will

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS The following factors, in addition to those discussed in our press releases and filings with the U.S. Securities and Exchange Commission, could cause actual results to differ materially from our current expectations expressed in forward-looking statements: a significant decline in customer demand for our transportation assets or services, including as a result of: prolonged inflation or deflation high interest rates weak macroeconomic conditions and the impact of global trade disruptions on us and our customers, including the impact of tariffs on inflation, supply chains and consumer sentiment weak market conditions in our customers

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial statements of business acquired The audited combined financial statements of Wells Fargo Rail as of and for the years ended December 31, 2024 and 2023 and the related notes to the combined financial statements incorporated herein by reference to Exhibit 99.1 to this Form 8-K. The unaudited condensed combined financial statements of Wells Fargo Rail as of June 30, 2025 and for the six months ended June 30, 2025 and June 30, 2024 and the related notes to the condensed combined financial statements incorporated herein by reference to Exhibit 99.2 to this Form 8-K. (b) Pro forma financial information The unaudited pro forma condensed combined financial statements, and the related notes thereto, of GATX and Wells Fargo Rail, as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 incorporated herein by reference to Exhibit 99.3 to this Form 8-K. (c) Exhibits Exhibit No. Description 23.1 Consent of KPMG LLP. 99.1 Audited combined financial statements of Wells Fargo Rail as of and for the years ended December 31, 2024 and 2023. 99.2 Unaudited condensed combined financial statements of Wells Fargo Rail as of June 30, 2025 and for the six months ended June 30, 2025 and June 30, 2024. 99.3 Unaudited pro forma condensed combined financial statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GATX CORPORATION (Registrant) /s/ Thomas A. Ellman Thomas A. Ellman Executive Vice President and Chief Financial Officer October 15, 2025

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