GATX Corp Enters Material Agreement, Incurs Financial Obligation

TL;DR

GATX just signed a big deal and took on new debt/obligations. Watch this space.

AI Summary

On October 22, 2025, GATX Corporation entered into a material definitive agreement, likely related to financing or a significant operational transaction. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. The report includes financial statements and exhibits related to these events.

Why It Matters

This filing signals a significant financial or operational development for GATX Corporation, potentially impacting its balance sheet and future financial commitments.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement and the creation of financial obligations can introduce new risks related to debt, performance, or market conditions.

Key Numbers

• 1-2328 — SEC File Number (Identifies GATX Corporation's filing with the SEC.)
• 36-1124040 — IRS Employer Identification No. (Tax identification number for GATX Corporation.)

Key Players & Entities

• GATX Corporation (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported
• New York (jurisdiction) — State of incorporation
• 36-1124040 (identifier) — IRS Employer Identification No.
• 233 South Wacker Drive Chicago, Illinois 60606-7147 (address) — Business address

FAQ

Key Financial Figures

• $200,000,000 — terms and conditions set forth therein, $200,000,000 aggregate principal amount of 5.500% Se
• $500,000,000 — ies with and have the same terms as the $500,000,000 aggregate principal amount of 2035 Note
• $700,000,000 — mpletion of this offering, an aggregate $700,000,000 of GATX's 2035 Notes will be outstandin
• $400,000,000 — ies with and have the same terms as the $400,000,000 aggregate principal amount of 2054 Note
• $300,000,000 — issued by GATX on June 5, 2024 and the $300,000,000 aggregate principal amount of 2054 Note
• $900,000,000 — mpletion of this offering, an aggregate $900,000,000 of GATX's 2054 Notes will be outstandin

Filing Documents

• d12109d8k.htm (8-K) — 28KB
• d12109dex11.htm (EX-1.1) — 136KB
• d12109dex41.htm (EX-4.1) — 50KB
• d12109dex42.htm (EX-4.2) — 50KB
• d12109dex51.htm (EX-5.1) — 12KB
• g12109g1024004148008.jpg (GRAPHIC) — 3KB
• 0001193125-25-249960.txt ( ) — 485KB
• gatx-20251022.xsd (EX-101.SCH) — 4KB
• gatx-20251022_def.xml (EX-101.DEF) — 13KB
• gatx-20251022_lab.xml (EX-101.LAB) — 21KB
• gatx-20251022_pre.xml (EX-101.PRE) — 14KB
• d12109d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2025 GATX Corporation (Exact name of registrant as specified in its charter) New York 1-2328 36-1124040 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 233 South Wacker Drive Chicago , Illinois 60606 -7147 (Address of principal executive offices, including zip code) (312) 621-6200 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock GATX New York Stock Exchange Chicago Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 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, $200,000,000 aggregate principal amount of 5.500% Senior Notes due 2035 (the "2035 Notes") and $200,000,000 aggregate principal amount of 6.050% Senior Notes due 2054 (the "2054 Notes" and, together with the 2035 Notes, the "Notes"), as described in the prospectus supplement, dated October 22, 2025 (the "Prospectus Supplement"), filed pursuant to GATX's shelf registration statement on Form S-3, Registration No. 333-286436. The 2035 Notes will form a single series with and have the same terms as the $500,000,000 aggregate principal amount of 2035 Notes issued by GATX on February 6, 2025. Upon completion of this offering, an aggregate $700,000,000 of GATX's 2035 Notes will be outstanding. The 2054 Notes will form a single series with and have the same terms as the $400,000,000 aggregate principal amount of 2054 Notes issued by GATX on June 5, 2024 and the $300,000,000 aggregate principal amount of 2054 Notes issued by GATX on February 6, 2025. Upon completion of this offering, an aggregate $900,000,000 of GATX's 2054 Notes will be outstanding. The Notes were issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank Trust Company, National Association, as trustee, as successor in interest to U.S. Bank National Association, and the officers' certificates providing for the issuance of the Notes. The Underwriters delivered the Notes against payment on October 24, 2025. The above description of the Underwriting Agreement is a summary and is not complete. The above summary is qualified by reference to the terms of the full Underwriting Agreement. Copies of the Underwriting Agreement and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. Item2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant See Item 1.01. Item9.01 Financial Statements and Exhibits (d) Exhibits. 1.1* Underwriting Agreement, dated October 22, 2025, between GATX and BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. 4.1 Form of 5.500% Senior Notes due 2035. 4.2 Form of 6.050% Senior Notes due 2054. 5.1 Opinion of Mayer Brown LLP as to the validity of the securities being offered. 23.1 Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. *

View Full Filing

View this 8-K filing on SEC EDGAR