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GATX 10-K & 10-Q changes, risk factors and insider trading

Gatx Corp. · NYSE · Transportation Services · CIK 40211 · All filings on SEC.gov

Everything below is quoted or computed from Gatx Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

20 / 4risk-factor paragraphs added / removed in latest 10-K
6new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
5Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-19 (period ending 2025-12-31) with 10-K filed 2025-02-19 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

20new paragraphs
4removed paragraphs
31reworded paragraphs
6,392 → 7,212words in section

New heading “Threatened or implemented changes in tariffs and other global trade policies could adversely affect our business.”

New heading “Failure to effectively integrate the Wells Fargo rail business, or to realize the other anticipated benefits of the GABX joint venture, could adversely affect our business, financial condition, and results of operations.”

New heading “Minority ownership of the GABX joint venture and failure to acquire increased or full ownership of it may adversely affect our financial results.”

New heading “Artificial Intelligence could pose risks to our business.”

New heading “We are subject to various risks associated with sustainability matters.”

New heading “Deterioration of conditions in the global capital markets, negative changes in our credit ratings, or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs.”

Removed heading “Deterioration of conditions in the global capital markets, or negative changes in our credit ratings or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: lawsuit, class action, fine, breach
“We rely on our IT Infrastructure (defined below) in all aspects of our business operations. We own and manage certain aspects of our IT infrastructure, but we also rely on third parties for a range of IT systems and related products and services, including but not limited to, cloud computing services (such third-party systems and our IT infrastructure, collectively, our “IT Infrastructure”). …”
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New text topics: investigation, litigation, penalt, cyberattack
“Cybersecurity threats have increased in recent years in their frequency, complexity, and sophistication. We and our third-party providers are regularly subject to attempted cyber intrusions, some of which have been successful, and we expect these incidents to continue to evolve. Moreover, the use of emerging technologies, including AI, by us or our third-party providers may pose new or unforeseen cybersecurity risks. …”
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Removed text topics: litigation, fine, penalt, artificial intelligence
“We also are subject to an evolving body of federal, state and foreign laws, regulations, guidelines and principles regarding data privacy, data protection, data security, and artificial intelligence. Many jurisdictions in which we conduct business have passed or proposed laws and regulations dealing with the collection, processing, storage, transfer and/or use of personal information, some of which include potential fines and penalties based on worldwide revenue. …”
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New text topics: litigation, fine, penalt, regulation
“In addition, we are subject to an evolving and increasingly complex set of federal, state, and foreign laws and regulations governing data privacy, data protection, cybersecurity, and AI. We could incur substantial costs related to ongoing compliance with these requirements, and any failure to comply with applicable laws and regulations could lead to significant fines, penalties, litigation, or reputational damage.”
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Removed text topics: credit rating, interest rate
“Deterioration of conditions in the global capital markets, or negative changes in our credit ratings or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs.”
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New text topics: credit rating, interest rate
“Deterioration of conditions in the global capital markets, negative changes in our credit ratings, or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs.”
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Full comparison: every changed paragraph (55)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Investors should consider the risk factors described below as well as other information contained in this filing or our other filings with the U.S. Securities and Exchange CommissionSEC before investing in our securities. If any of the events described in the risk factors below occur, our business, financial condition and results of operations could be materially adversely affected.

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•Weak macroeconomic conditions and world trade policies, including threatened or implemented tariffs, embargoes and sanctions;

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•Changes in railroad operations, efficiency, safety, pricing and service offerings, including those related to “precision scheduled railroading” or, labor strikes or shortagesshortages, or mergers of one or more Class I railroads;

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•Changes in conditions affecting the aviation industry, including geographic exposure, globalgeopolitical conflicttensions or conflict, and customer concentrations; and

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Adverse changes in commodity prices or reduced demand for commodities could reduce customer demand for various types of assets in our fleet. A significant decrease in the price of a commodity may cause producers of that commodity to reduce their production levels. A significant increase in the price of a commodity could cause our customers to switch to less expensive alternatives. In either case, these changes in customer behavior can reduce demand for the portions of our fleet that are used to transport the commodity. In addition, demand for transportation assets used to transport certain commodities, including ethanol and other renewable fuels,commodities may be affected positively or negatively by new or revised laws or regulations, or by new or revised government policies, subsidies andor mandates, whichaffecting maysuch be enacted, changed, or eliminated from time to time, while demand for transportation assets used to transport fossil fuels or that directly or indirectly require consumption of fossil fuels for operation may be affected by government policies and mandates with respect to climate matters and carbon emissions.commodities.

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The availability and relative cost of alternative modes of transportation and changes in customer transportation preferences also could reduce demand for our assets. For example, technological innovations in the trucking industry and patterns inof U.S. economic growth that favor truck over rail could result in a modal shift away from rail and reduce customer demand for our rail assets. Demand for our other transportation assets and related services is also influenced by many of the factors discussed above. For example, aircraft spare engine leasing is influenced by airline and lessee profitability, patterns in global air travel, reliability and durability of engine types, world trade policies, widespread health crises, geopolitical tensions or conflict, technological advances, and price and other competitive factors. A significant decline in customer demand for our assets and services could adversely affect our financial performance.

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A significant change in pricing and/or service offerings by North American railroadsrailroads, or poor operating conditionsconditions, could reduce demand for our rail assets and negatively impact our financial performance.

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Our North American rail asset leasing business is impacted by the operations of the railroads, particularly the largest rail systems known as the “Class I railroads”, most of which are operating under a philosophy known as “precision scheduled railroading” or “PSR”. If PSR results in substantial increases in train velocity or decreases in dwell time for rail assets, the resulting excess supply of railcars and/or locomotives may adversely impact the demand for our rail assets. Alternatively, if PSR results in increased pricing and/or reduced service frequency, decreased reliability, safety and/or quality, the value proposition of rail freight for shippers relative to alternative modes of transportation could be reduced. Apart from PSR, other factors such as adverse weather conditions, railroad mergers, labor strikes or shortages, poor service to shippers, other disruptions to railroad operations, and increases in rail traffic could result in slower transit times making rail transportation less attractive to shippers versus other modes of transport. Each of these cases could reduce demand for our rail assets and decreaseddecrease fleet utilization due to modal shift away from rail, all of which could negatively impact revenue and our results of operations.

Added

Threatened or implemented changes in tariffs and other global trade policies could adversely affect our business.

Added

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, and treaties. The current U.S. presidential administration has announced a range of tariffs on imports from many countries, but the situation remains fluid, and the long-term application of such tariffs, and their effect on our business, is difficult to predict. We are continuing to monitor the evolving environment, and we are working with our suppliers and customers to mitigate potential impacts on our business. While many of our current asset purchases, including newly manufactured railcars, are exempt under the United States-Mexico-Canada Agreement (“USMCA”), that status may change in the future, and many components and materials on which we rely may not be exempt. Any new, modified, or threatened tariffs, as well as continued uncertainty regarding global trade policies, could increase our costs, negatively affect demand from our customers, or lead to general economic decline, any of which could adversely affect our business, financial condition or results of operations. Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate increased costs, which could adversely affect our competitiveness.

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We also perform a variety of government or industry-mandated maintenance programs on our fleet of transportation assets. These compliance programs are cyclical in nature, and as a result, we can face significant increases in the number of maintenance events in any given year. A significant increase in maintenance events or severe constraints in the repair networks may negatively impact our operations and substantially increase maintenance and other related costs as a result of increased volume or the need to utilize higher cost third party maintenance providers. In addition, while we may rely on third party maintenance providers to assist with thesecertain compliance procedures for our transportation assets, high demand faced by these providers from other asset owners may constrain our access to the providers or may substantially increase our costs.

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Unlike some of our competitors in the railcar leasing market, we do not manufacture railcars. In order to obtain committed access to a supply of newly built railcars on competitive terms, we periodically enter into long-term supply agreements with manufacturers to purchase significant numbers of newly built railcars over a multi-year period. Some of these agreements may provide for flexibility in the pricing, timing, and quantity of our purchasing commitments, while other such agreements may provide no such flexibility.not. Therefore, if economic conditions weaken during the term of a long-term supply agreement, it is possible that we may be required to continue to accept delivery of, and pay for, new railcars at times when it may be difficult for us to lease such railcars at reasonable rates, or at all. Furthermore, we may be required to take delivery of railcars at points when our financing costs may be high. These factors could negatively affect our revenues and profitability. In addition, if tariffs, trade policies, labor interruptions or shortages, trade disputes, commodity prices, geopolitical tensions, inflation, supply chain disruptions, industry consolidation, or other factors lead to higher prices for steel or other raw materials used to manufacture railcars or components utilized in such railcars, we may be required to pay higher prices to purchase new railcars, which could adversely affect our ability to profitably lease those railcars to customers.

Added

Failure to effectively integrate the Wells Fargo rail business, or to realize the other anticipated benefits of the GABX joint venture, could adversely affect our business, financial condition, and results of operations.

Added

On January 1, 2026, we closed on the acquisition of Wells Fargo’s rail operating lease portfolio. The acquisition was completed through a newly formed joint venture with Brookfield. While we expect GABX to contribute materially to our results of operations, the joint venture is subject to numerous risks and uncertainties, many of which are beyond our control.

Added

The success of the GABX joint venture will depend, in part, on our ability to successfully integrate the acquired business without materially disrupting our current operations. Realizing the expected benefits requires timely execution of core integration activities, including transferring contracts, migrating data and systems, onboarding new employees, operational handovers, coordinated customer and vendor communications, and properly accounting for the new assets and services. Delays or errors could cause service disruptions, customer or vendor losses, higher costs, and diminished benefits. Integration efforts may also divert management’s attention from our ongoing operations, and unanticipated integration costs may be significant and exceed current estimates. Any such integration challenges could adversely affect our business, financial condition and results of operations.

Added

We may not realize the anticipated benefits from the GABX joint venture for other reasons, including an inability to manage a larger fleet profitably, challenges in leveraging the enhanced customer base, or failure to capitalize on potential cost efficiencies and synergies. The success of the GABX joint venture depends on effective governance and alignment with our joint venture partner Brookfield, and it is also subject to the same execution risks that affect our core railcar business. Failure to effectively execute GABX’s strategy, including with respect to leasing rates, utilization, asset sales, maintenance and safety standards, capital deployment, and remarketing opportunities, could result in operational and financial performance below expectations. Further, if a failure to operate successfully causes GABX to be unable to make required debt payments, we may be required to make the payments thereunder as guarantor to GABX's credit agreement obligations, which could reduce our liquidity and increase our leverage. If we are unable to realize the anticipated benefits of the GABX joint venture, our business, financial condition and results of operations could be adversely affected.

Added

Minority ownership of the GABX joint venture and failure to acquire increased or full ownership of it may adversely affect our financial results.

Added

We currently own 30% of the GABX joint venture and serve as the exclusive manager of its rail portfolio and day‑to‑day operations. GABX’s governance documents limit our ability to act unilaterally on certain matters and may constrain certain strategic flexibility. As with all joint ventures, differences in views between us and Brookfield may delay decisions or prevent agreement on certain issues, and potential or actual conflicts of interest could result in lost or delayed opportunities.

Added

We hold a series of annual call options that, if exercised in full over time, may result in GATX acquiring 100% ownership of GABX; however, there can be no assurance that we will exercise these options on the anticipated schedule or at all, that required regulatory approvals will be obtained when needed, or that we will have access to financing on acceptable terms to fund any of these option exercises. If we do not exercise a call option within the applicable window, our economic participation in certain distributable cash flows under the joint venture agreements can be adversely adjusted for a limited period, which could materially reduce our cash flows. Any of these factors could adversely affect our ability to achieve full ownership or realize the anticipated benefits of the GABX joint venture, which could adversely affect our business, financial condition and results of operations.

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We may not be able to successfully consummate and manage ongoingother acquisition and divestiture activities, which could have an adverse impact on our financial statements.

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FromIn addition to the Wells Fargo portfolio acquisition, from time to time, we may acquire other businesses and, based on an evaluation of our business portfolio, divest existing businesses. These transactions may likewise present financial, managerial, and operational challenges, including diversion of management attention from existing businesses,attention, difficulty with integrating or separating personnel and financial and other systems, increased expenses and costs, assumption of liabilities and indemnities, and increased compliance risks, and potential disputes with the buyers or sellers or third parties.risks. In addition, we may be required to incur asset impairment charges (including charges related to goodwill and other intangible assets) in connection with acquired businesses, which may reduce our profitability. If we are unable to consummate such transactions, we will not receive the expected benefits, and alternative favorable opportunities to invest or divest may not be available to us. If we cannot successfully integrate and grow acquisitions and achieve contemplated revenue synergies and cost savings, or are unable to complete a divestiture, our financial results could be adversely affected.

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GATX and Rolls-Royce plc. (“Rolls-Royce”) each own 50% of domestic and foreign joint venture entities (collectively, the “RRPF affiliates” or “RRPF”) that own and lease aircraft spare engines to Rolls-Royce and owners and operators of commercial aircraft. In addition, GATX directly invests in aircraft spare engines through its wholly owned subsidiary, GATX Engine Leasing Ltd. (“GEL”),GEL, and places some of these engines on long-term leases with airline operators, with RRPF serving as the asset manager. For other engines, GEL also provides Rolls-Royce with access to aircraft spare engine capacity to support Rolls-Royce’s engine maintenance program for its customers. Rolls-Royce is therefore a major customer of the RRPF affiliates and of GEL, as well as a critical supplier of aircraft spare engines and commercial, technical, and maintenance services to GATX and the RRPF affiliates. A deterioration in (1) the performance of services provided by Rolls-Royce or RRPF, or (2) the durability and reliability of the engines, or (3) the financial condition, creditworthiness or liquidity of Rolls-Royce or RRPF could negatively impact GATX’s financial performance or, in the case of GEL, its operational performance.

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•Failure to develop and maintain data management practices that comply with laws related to cybersecurity, privacy, artificial intelligence,intelligence ("AI"), data localization, and data protection;

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•Uncollectible accounts and longer collection cycles that may be more prevalent in foreigncertain countries; and

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We rely on technology in all aspects of our business operations. If we are unable to adequately maintain and secureprotect our information technology (“IT”)systems infrastructure fromagainst cybersecurity threats and related disruptions, our business could be negatively impacted.

Added

Our business relies heavily on information technology ("IT"). Our IT infrastructure includes systems we own and manage, as well as those provided by third parties, including cloud-based services (collectively, our “IT Infrastructure”). We and certain of our third-party providers collect, process, and store data relating to customers, employees, business partners and others, including personal information and confidential business information (collectively, “Confidential Information”). We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Infrastructure and Confidential Information.

Added

Cybersecurity threats have increased in recent years in their frequency, complexity, and sophistication. We and our third-party providers are regularly subject to attempted cyber intrusions, some of which have been successful, and we expect these incidents to continue to evolve. Moreover, the use of emerging technologies, including AI, by us or our third-party providers may pose new or unforeseen cybersecurity risks. While we have invested significant expense and effort in the protection of our information and systems, the steps we have taken may not be effective in preventing all breaches of our IT Infrastructure. A successful cyberattack or other security incident could result in business interruptions, financial losses, theft, destruction, unavailability, or unauthorized disclosure of Confidential Information, reputational harm, loss of customers, significant remediation costs, or exposure to litigation, regulatory investigations, or penalties. Such events could adversely affect our operations, financial position, and results of operations. There can be no assurance that our cybersecurity risk management program and processes will be fully effective in protecting our systems and information. While we maintain insurance to mitigate our exposure to these risks, our insurance policies, which carry retention and coverage limits, may not be adequate to reimburse us for all losses caused by a cybersecurity event, and we cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Added

In addition, we are subject to an evolving and increasingly complex set of federal, state, and foreign laws and regulations governing data privacy, data protection, cybersecurity, and AI. We could incur substantial costs related to ongoing compliance with these requirements, and any failure to comply with applicable laws and regulations could lead to significant fines, penalties, litigation, or reputational damage.

Added

Artificial Intelligence could pose risks to our business.

Added

We may increasingly use AI in our business going forward, and challenges with its implementation or use could result in operational issues, reputational or financial harm, or legal liability. Conversely, innovations driven by AI may positively impact industries that utilize transportation assets going forward, and if we do not successfully implement them, we may fail to increase operational efficiency, lose competitive advantage, or face diminished customer demand. These factors could materially impact our business, financial condition, or results of operations.

Removed

We rely on our IT Infrastructure (defined below) in all aspects of our business operations. We own and manage certain aspects of our IT infrastructure, but we also rely on third parties for a range of IT systems and related products and services, including but not limited to, cloud computing services (such third-party systems and our IT infrastructure, collectively, our “IT Infrastructure”). We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including personally identifiable information, as well as confidential and proprietary information belonging to our business, including trade secrets (such data and information, collectively, “Confidential Information”). We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Infrastructure and Confidential Information. These risks have continued to increase in recent years in their frequency and levels of sophistication and intensity by sophisticated and organized groups and individuals with a wide range of motives and expertise. The implementation of remote and hybrid work options for our employees and employees of our third-party IT suppliers has led to a substantial increase in remote access to our networks and systems. All IT systems are vulnerable to cybersecurity threats and other unlawful attempts to disrupt or gain access to these systems, and these vulnerabilities may be increased by remote computing assets and additional security vulnerabilities that are present in many public, non-corporate and home networks. We and our third-party providers are regularly subject to attempted cyber intrusions, hacks and ransomware attacks, and we expect these incidents to accelerate and become increasingly sophisticated in using techniques and tools, including artificial intelligence, that circumvent security controls, evade detection and remove forensic evidence. While we have invested significant expense and effort in the protection of our Confidential Information and IT Infrastructure, the steps we have taken to mitigate these risks may not be effective to prevent breaches of our IT Infrastructure. Breaches of our IT Infrastructure could lead to disruptions in our business, potentially including the theft, destruction, loss, misappropriation, or release of Confidential Information stored on our IT Infrastructure and subject us to potential lawsuits, including class actions, other material legal liabilities, reputational damage, lost customers or significant costs associated with incident response, system restoration or remediation, applicable filings and notifications, and future compliance. These disruptions could adversely affect our operations, financial position, and results of operations. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and information. While we maintain insurance to mitigate our exposure to these risks, our insurance policies, which carry retention and coverage limits, may not be adequate to reimburse us for losses caused by security breaches or other cybersecurity events, and we cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Removed

We also are subject to an evolving body of federal, state and foreign laws, regulations, guidelines and principles regarding data privacy, data protection, data security, and artificial intelligence. Many jurisdictions in which we conduct business have passed or proposed laws and regulations dealing with the collection, processing, storage, transfer and/or use of personal information, some of which include potential fines and penalties based on worldwide revenue. We could incur substantial costs related to ongoing compliance with, and substantial penalties or litigation or reputational damage related to violations of, such laws and regulations.

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Our fleets of transportation assets and related operations are subject to various U.S. and non-U.S. laws, rules, and regulations administered by authorities in jurisdictions where we do business, including the Association of American Railroads. Such laws, rules, and regulations could be changed in ways that would require us to modify our business models and objectives, impose requirements for additional maintenance or substantial modification or refurbishment of our assets, or otherwise affect our returns on investments by restricting or prohibiting existing activities and products, subjecting them to escalating costs or prohibitingincreasing them outright.costs. Violations of these laws, rules, and regulations can result in substantial fines and penalties, including potential limitations on operations or forfeiture of assets, and reputational damage.

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We are subject to extensive federal, foreign,state, state,local, and localnon-U.S. environmental laws and regulations concerning, among other things, the discharge of hazardous materials and remediation of contaminated sites. In addition, some of our properties, including those previously owned or leased, have been used for industrial purposes, which may have resulted in discharges onto these properties. Environmental liability can extend to previously owned or operated properties in addition to properties we currently own or use. Additionally, weWe could incur substantial costs, including cleanup costs, fines, and costs arising out of third-party claims for property ordamage, natural resource damagedamage, andor personal injury as a result of violations of or liabilities under environmental laws and regulations in connection with our or our lessees’ current or historical operations. Under some environmental laws in the United States and certain other countries, the owner of a leased asset may be liable for environmental damage, cleanup or other costs in the event of a spill or discharge of material from such asset without regard to the owner’s fault. In addition, some of our properties, including those previously owned or leased, have been used for industrial purposes, which may have resulted in discharges onto these properties. Environmental liability can extend to previously owned or operated properties in addition to properties we currently own or use. Governments or regulators may change the legislative or regulatory frameworks withinin which we operate, including environmental laws and regulations, without providing us any recourse to address any adverse effects such changes may have on our business. Due to the regulatory complexities, risk of unidentified contaminants on our properties, and the potential liability for our operations as well as those of our lessees, it is possible environmental and remediation costs may be materially greater than the costs we have estimated.

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We may be affected by climatephysical matterseffects of or market or regulatorysocietal responses to climate matters.change.

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RegulatoryIn recent years, regulatory focus on climate matterschange and greenhouse gas (“GHG”) emissions has increased across the globe. NewCompliance with new government regulations could increase our operating costs and compliance with those regulations could be costly.costs. New disclosure rules and regulations related to climate matters and mitigation efforts,change, such as the Corporate Sustainability Reporting Directive and related European Sustainability Reporting Standards in the European Union and climate disclosure laws and regulationsrules in California, willmay require us to design and implement additional internal and disclosure controls. If the cost of such controls is significant, it could adversely affect our financial condition and result of operations. Moreover, failure of such controls to provide accurate and complete information could result in violation of such rules or regulations, which could have a material effect on our financial position, results of operations, cash flows, and reputation.

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Climate matterschange may also pose regulatoryphysical and environmentaltransitional risks that could harm our results of operations and affect the way we conduct business. We are subject to risks associated with the physical effects of climate change, which may increase in frequency and severity over time. Severe weather, climaterising matters,temperatures, anddroughts, or natural disasters, such as tornadoes, flooding,fires, hurricanes, fireswind, andtornadoes, floods, or earthquakes, could cause significant business interruptions and result in increased costs and liabilities andor decreased revenues. WeFor areexample, subjectsevere weather events that damage or force closures of our maintenance facilities, or that impact our employees or their working conditions, could negatively affect our ability to thecomplete risksrequired associatedrailcar with natural disasters and the physical effects of climate matters, which may increaserepairs in frequency and severity over time and may have a materialtimely adverseor effectcost-efficient on our assets, operations and business.manner. In addition, changes in laws, rules, and regulations, or actions by authorities or other third parties to address GHG emissions and climate matters could negatively impact our customers and our business. For example, restrictions on GHG emissions could significantly increase costs for our customers whose production processes require significant amounts of energy, which could reduce demand for the lease of our assets,assets. whileAdditionally, rail and other transportation assets in our fleet thatwhich are used to carry fossil fuels, such as coal and petroleum, or that directly or indirectly require fossil fuel consumption for operation of the assetsassets, could see reduced demand or be rendered obsolete depending on the extent to whichif government regulations mandate a reduction in fossil fuel consumption or customer preferences change. Any of these factors, individually or in operation with one or more of the other factors,another, or other unforeseen impacts of climate matters, could reduce the demand for and value of our assets, andchange, could have an adverse effect on our financial position, results of operations, and cash flows.

Added

We are subject to various risks associated with sustainability matters.

Added

There is scrutiny from some investors, customers, policymakers, and other stakeholders regarding companies’ management of environmental, human capital, and various other sustainability matters. We engage in certain efforts to manage such matters and to address stakeholder expectations; however, such efforts can be costly and may not have the desired effect. As with other companies, our approach to such matters also evolves, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder.

Added

Additionally, stakeholder expectations vary and, at times, can conflict. For example, while some policymakers (such as California and the European Union) have adopted requirements for various disclosures or actions on environmental and social matters, policymakers in other jurisdictions have sought to constrain companies’ consideration of such matters in some circumstances. Some proponents and opponents of such matters are increasingly resorting to activism, including litigation, to advance their perspectives. Addressing stakeholder expectations entails costs and any failure to successfully navigate such expectations, as well as evolving legal requirements, may result in reputational harm, challenges with recruitment and retention of customers or employees, regulatory concerns, investor dissatisfaction, or other adverse impacts to our business.

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We may be adversely affected by national and international political developments, instability, and uncertainties, including political unrestunrest, geopolitical tension and conflict, and threats of terrorist attacks or war, which could lead to the following:

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•Trade wars and impositionthreats or impositions of new and retaliatory tariffs;

Added

•Negative global sentiment towards U.S.-based companies;

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•Higher insurance costs, reduced coverage amountsamounts, or limited access to insurance; and

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Geopolitical conflicts can also result in the imposition of economic and trade sanctions and countermeasures, and our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other relevant governmental authorities. Failure to comply with the sanctions, laws and regulations could result in monetary fines or other penalties, which could have an adverse impact on our reputation, business, financial condition and results of operations.

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Prolonged inflation,inflation or deflation, as well as interest rate increases, or deflation could have an adverse impact on our business and financial results.

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The timing and duration of the effects of inflation are unpredictable and depend on market conditions, the magnitude of the inflation and other economicmultiple factors. While inflation in lease rates as well as inflation in residual values for rail and other transportation assets may benefit our financial results, prolonged inflation could result in reduced demand for our transportation assets. Moreover, any benefits may be offset by increases in the costs for goods and services we purchase, including salaries and wages, health care costs, supplies, materials, utilities, maintenance and repair services, and transportation assets or components thereof, and materials, as well as increased financing costs. Significant increases in our cost of goods and services could adversely impact our financial performance. Conversely, a period of prolonged deflation could negatively impact our lease rate pricing, residual values, and asset remarketing opportunities. These negative impacts of deflation may be offset by decreases to our costs for goods and services, including those listed above.

Added

Deterioration of conditions in the global capital markets, negative changes in our credit ratings, or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs.

Added

We rely largely on the capital markets and banks to fund our operations and contractual commitments. Typical funding sources include public debt issuances, bank term loans, private placement loans, commercial paper, and a variety of other unsecured and secured financing structures. These markets can experience high levels of volatility and access to capital can be limited for an extended period of time. In addition to conditions in the capital markets, negative changes in our financial performance or credit ratings or ratings outlook, as determined by rating agencies such as Standard & Poor’s, Moody’s Investors Service, and Fitch Ratings, Inc., or continuingly elevated interest rates, could cause us to incur increased borrowing costs or to have greater difficulty accessing public and private markets for secured and unsecured debt. Financial and market dynamics and volatility may heighten these risks. If we are unable to obtain financing on acceptable terms, our other sources of funds, including available cash, bank facilities, cash flow from operations, and portfolio proceeds, may not be adequate to fund our operations and contractual commitments.

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Upon consolidation, we translate the financial results of certain subsidiaries from their local currency to the U.S. dollar, which exposes us to foreign exchange rate fluctuations. As exchange rates vary, the translated operating results of foreignour non-U.S. subsidiaries may differ materially from period to period. We also have gains and losses on foreign currency transactions, which could vary based on fluctuations in exchange rates and the timing of the transactions and their settlement. In addition, fluctuations in foreign exchange rates can affect the demand and price for services we provide both domestically and internationally, and could negatively impact our results of operations. We may seek to limit our exposure to foreign exchange rate risk with currency derivatives, which may or may not be effective. A material and unexpected change in foreign exchange rates could negatively affect our financial performance.

Removed

Deterioration of conditions in the global capital markets, or negative changes in our credit ratings or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs.

Removed

We rely largely on the capital markets and banks to fund our operations and contractual commitments. Typical funding sources include public debt issuances, bank term loans, private placement loans, commercial paper, and a variety of other unsecured and secured financing structures. These markets can experience high levels of volatility and access to capital can be limited for an extended period of time. In addition to conditions in the capital markets, negative changes in our financial performance or credit ratings or ratings outlook, as determined by rating agencies such as Standard & Poor’s, Moody’s Investors Service, and Fitch Ratings, Inc., or continuing increased interest rates could cause us to incur increased borrowing costs or to have greater difficulty accessing public and private markets for secured and unsecured debt. Financial and market dynamics and volatility may heighten these risks. If we are unable to obtain financing on acceptable terms, our other sources of funds, including available cash, bank facilities, cash flow from operations, and portfolio proceeds, may not be adequate to fund our operations and contractual commitments.

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The timing, amount and payment of future dividends to shareholders and repurchases of our common stock fall within the discretion of our Board of Directors (the “Board”).Board. The Board’s decisions regarding the payment of dividends and repurchase of shares depend on many factors such as our financial condition, earnings, capital requirements, debt service obligations, legal requirements, regulatory constraints, and other factors that our Board may deem relevant. We cannot guarantee that we will continue to pay dividends or repurchase shares in the future, and our payment of dividends and repurchase of shares could vary from historical practices and our stated expectations.

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The occurrence of a widespread health crisis and measures taken in response could have an adverse impact on our operations, commercial activity, asset values, financial positionposition, or liquidity.

Reworded

The occurrence of a widespread health crisis and governmental action or inaction taken in responseresponses thereto could cause or contribute to a slowdown in economic activity, disruptions in global supply chains, a dramatic reduction in air travel, and volatility and disruption of financial markets. Such a crisis could also result in operational and labor disruptions, employee attritiondisruptions and difficulty securing future labor needs, as well as impacts the broader employment market and supply chains, our suppliers, and our customers.needs. These impacts could materially and adversely affect our business, costs, operations, financial performance,position, and liquidity, as well as our ability to successfully execute our business strategy.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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Reworded topics: impairment, russia

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Engine Leasing includes the RRPF affiliates, a group of 50% owned domestic and foreign joint ventures with Rolls-Royce,Rolls-Royce plc or affiliates thereof (collectively "Rolls-Royce"), a leading manufacturer of commercial aircraft jet engines. Segment profit included earnings from the RRPF affiliates of $157.2 million for 2025, $108.3 million for 2024, and $98.7 million for 2023, and $45.4 million for 2022.2023. In 2022,2025, the RRPF affiliates recorded anincome impairmentfrom chargeinsurance associatedrecoveries withrelated to aircraft spare engines in Russia that RRPF does not expect to recover.engines. GATX's 50% share of this net impairmentrecovery was $23.4 million ($17.5 million after-tax), of which $15.3 million ($11.5 million afterafter-tax) tax).was previously recorded as an impairment loss. GATX did not make any additional investment in the RRPF affiliates in 2025, 2024, 2023, or 2022.2023. Dividend distributions from the RRPF affiliates totaled $50.0 million in 2025, $50.0 million in 2024, and $25.0 million in 2023, and $46.2 million in 2022.2023. The operating environment for the RRPF affiliates wascontinued strong,to be favorable as internationalrobust global passenger air passenger travel wascontinued robustto in 2024. High demand, combined with production and maintenance constraints in the aviation industry, resulted in a verydrive strong marketdemand for aircraft spare engines.
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Reworded topics: impairment, russia

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(78) ImpairmentInsurance lossesrecoveries related to aircraft spare engines in Russia thatat RRPF doesfor notwhich expectit tohad recover.previously recorded impairment losses.
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Reworded topics: impairment, russia

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(45) In 2022, we made the decision to exit Rail Russia and recorded losses in 2022 associated with the impairment of the net assets.Russia. In 2023, we sold Rail Russia and recorded a gain on the final sale of this business.
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New text topics: interest rate
“On May 29, 2025, GATX entered into a definitive agreement to acquire railcars from Wells Fargo Bank, N.A. ("Wells Fargo") through a newly formed joint venture ("GABX" or the "GABX joint venture") with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). The transaction formally closed on January 1, 2026 and consisted of approximately 101,000 railcars for approximately $4.2 billion. Initially, GATX's ownership share of GABX is 30%, with Brookfield's share at 70%. GATX will have the option to acquire up to 100% of GABX's equity over time. …”
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Reworded topics: impairment

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In 2024,2025, segment profit was $117.3$181.5 million compared to $106.4$117.3 million in 2023.2024. Segment profit in 2025 included $23.4 million from insurance recoveries at the RRPF affiliates, of which $15.3 million was previously recorded as an impairment loss, as noted above. Segment profit in 2024 included $0.6 million of gains in 2024 and $4.0 million of losses in 2023 associated with the sale of the Specialized Gas Vessels.Vessels, as noted above. Excluding the impact of these items, results for Engine Leasing were $6.3$41.4 million higher than 2023,2024, driven by higher earnings at the RRPF affiliates and GEL, partially offset by the absence of the gain on the sale of natural gas holdings recorded in the prior year.GEL.
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Reworded topics: litigation

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In 2024,2025, net gain (loss) on asset dispositions decreasedincreased $2.5$2.3 million, driven by fewermore railcars sold,sold partially offset byand higher net scrapping gains due to more railcars scrapped. Net interest expense increased $15.2$11.2 million, due to a higher average interestdebt ratebalance and a higher average debtinterest balance.rate. Other income (expense) income was favorableunfavorable by $7.4$7.1 million, driven by the positivenegative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations.fluctuations, and higher litigation costs.
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Green = added, red = removed. Unchanged paragraphs, 25 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

The following discussion and analysis of the financial condition and results of operations of GATX Corporation ("GATX", the "Company," "we," "us," "our," and similar terms) should be read in conjunction with the audited financial statements included in "Item 8. Financial Statements and Supplementary Data" in this Form 10-K. We based the discussion and analysis that follows on financial data we derived from the financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and on certain other financial data that we prepared using non-GAAP components. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, see “Non-GAAP Financial Measures” at the end of this Item. This discussion does not include the comparison of prior year 2024 to 2023 financial results, which can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 19, 2025.

Reworded

We lease, operate, manage, and remarket long-lived, widely used assets, primarily in the rail market. We report our financial results through three primary business segments: Rail North America, Rail International, and Engine Leasing (previously named Portfolio Management).Leasing. Financial results for our tank container leasing business ("Trifleet") are reported in the Other segment.

Added

On May 29, 2025, GATX entered into a definitive agreement to acquire railcars from Wells Fargo Bank, N.A. ("Wells Fargo") through a newly formed joint venture ("GABX" or the "GABX joint venture") with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). The transaction formally closed on January 1, 2026 and consisted of approximately 101,000 railcars for approximately $4.2 billion. Initially, GATX's ownership share of GABX is 30%, with Brookfield's share at 70%. GATX will have the option to acquire up to 100% of GABX's equity over time. GATX also agreed to directly purchase approximately 200 locomotives from Wells Fargo for approximately $30.4 million, and Brookfield agreed to directly acquire Wells Fargo’s rail finance lease portfolio. GATX will serve as manager of the railcars in GABX as well as the finance lease portfolio directly owned by Brookfield. In anticipation of the closing of the transaction, on December 31, 2025, GATX contributed equity of $385.3 million to GABX, Brookfield contributed equity of $899.0 million to GABX, and GABX executed a $2.96 billion term loan to fund the acquisition. GATX has guaranteed GABX's debt financing obligations. During 2025, GABX entered into deal contingent interest rate swaps in order to hedge the exposure on its anticipated debt financing. As of December 31, 2025, GABX is consolidated and is reported in the Rail North America segment, and its operations will be reflected within that segment for reporting periods after the closing of the transaction. See "Note 26. Subsequent Events" in Part II, Item 8 of this Form 10-K for further information.

Added

In the fourth quarter of 2025, GATX Rail Europe acquired 5,882 railcars from DB Cargo AG. The acquisition was an opportunity to grow and diversify the GRE fleet by adding a mix of favorable model types.

Removed

In 2024, we changed the name of our Portfolio Management business segment to Engine Leasing to reflect the prospective operations of this business segment. Historically, this business segment included marine operations from our liquefied gas-carrying vessels (the "Specialized Gas Vessels"). As of December 31, 2023, we had sold all of our marine assets and no longer have any marine operations. The segment is now almost entirely composed of our engine leasing operations, which include our ownership interest in the Rolls-Royce & Partners Finance ("RRPF") affiliates, a group of joint ventures with Rolls-Royce plc (or affiliates thereof, collectively "Rolls-Royce") that lease aircraft spare engines, and GATX Engine Leasing ("GEL"), our business that directly owns aircraft spare engines that are leased to airline customers or employed in an engine capacity agreement.

Reworded

In 2023, we sold our rail business in Russia ("Rail Russia"). SeeFinancial "Noteresults 10.were Assetnot Impairmentsmaterial andto Assetsour Held for Sale" in Part II, Item 8 of this Form 10-K for further information.operations.

Reworded

In 2023, we sold the three remaining liquefied gas-carrying vessels (the "Specialized Gas Vessels") within the Engine Leasing segment. We sold two vessels in 2022.

Removed

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements included in "Item 8. Financial Statements and Supplementary Data" in this Form 10-K. We based the discussion and analysis that follows on financial data we derived from the financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and on certain other financial data that we prepared using non-GAAP components. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, see “Non-GAAP Financial Measures” at the end of this item. This discussion does not include the comparison of prior year 2023 to 2022 financial results, which can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 16, 2024.

Reworded

Net income attributable to GATX was $333.3 million, or $9.12 per diluted share, for 2025 compared to $284.2 million, or $7.78 per diluted share, for 20242024, compared toand $259.2 million, or $7.12 per diluted share, for 2023,2023. andResults $155.9for million,2025 orincluded $4.35a net positive impact of $13.5 million ($0.37 per diluted share,share) forfrom 2022.tax Resultsadjustments forand 2024other includeditems, compared to a net negative impact of $3.9 million ($0.11 per diluted share) from tax adjustments and other items,items comparedin to2024 and a net positive impact of $1.6 million ($0.05 per diluted share) from tax adjustments and other items in 2023 and a net negative impact of $61.8 million ($1.72 per diluted share) from tax adjustments and other items in 2022 (see "Non-GAAP Financial Measures" at the end of this itemItem for further details).

Reworded

•At Rail North America, segment profit in 20242025 was higherlower than prior year. The increasedecrease was primarily attributable to higher lease revenue, higher net gain on asset dispositions,maintenance and higherinterest repair revenue,expenses, partially offset by higher interestlease revenue and maintenancehigher expense.repair revenue.

Reworded

•At Rail International, segment profit in 20242025 was higher than prior year, primarily due to more railcars onhigher lease revenue and higherchanges leasein foreign currency exchange rates, partially offset by higher maintenance and interest expense.

Reworded

•At Engine Leasing, segment profit in 20242025 increased compared to prior year, a result of higher earnings at the RRPF affiliates, higher earnings from GEL operations,affiliates and the absence of impairments recorded in 2023 for the Specialized Gas Vessels, partially offset by the absence of the gain on the sale of natural gas holdings recorded in 2023.GEL.

Reworded

•Within Other, Trifleet's segment profit decreased, largely due to changes in foreign exchange rates, lower lease revenue, resulting from lower utilization, as well asand higher interest expenseexpense, andpartially higheroffset by lower bad debt expense resulting from the absence of a settlement and restructuring agreement with a customer recorded in the currentprior year.

Reworded

Conditions in the North American railcar leasing market remainedwere strongstable in 2024,2025, and we expect favorablegenerally similar conditions to continue in 2025.2026. At Rail International, we expect favorablestable demand for ourmost railcarsrailcar types in bothEurope, ouralthough Europeaneconomic andheadwinds Indianwill businesses.present challenges in certain car types. We expect economic growth in India will support growing demand for railcars. The operating environment for our engine leasing businesses at RRPF and GEL is strong, as global air travel continuestrends toare recover to pre-pandemic levelspositive, and beyond.long lead times for delivery of new engines and repair services are driving solid demand for existing assets. We have a strong balance sheet and adequate access to capital, which we believe positions us well to manage our transportation assets based on current market conditions.

Reworded

•We expect Rail North America's segment profit in 20252026 to increase slightly from 2024.2025. LeaseGenerally, lease rates for railcars scheduled to renew in 20252026 will likely be higher than expiring rates for most car types as the lease rate environment for existing railcars is expected to remain favorable.stable. TheOur fleet is highly diversified across car types, customers, and commodities, and broadly we see stable demand for railcars in 2026. For certain of our most economically sensitive car types, we are anticipating a more challenging commercial environment. Across the entire fleet, we expect that increasing lease rates, along with new railcar additions toand the fleet,impact shouldof the Wells Fargo rail acquisition, will generate higher lease revenue in 2025.2026. We anticipate that remarketing incomeincome, todriven be slightly lower than 2024, but we continue to see aby strong secondary market.market Weconditions expectand increased asset sales activity given our larger North American fleet, will be higher in 2026. Ownership costs, comprised of interest and depreciation, and maintenance expense will be higher in 2026, primarily due to the impact of slightly higher regulatory compliance work, partially offset by a benefit from efficiencies in our owned maintenance network to result in modestly higher maintenance expense in 2025 compared to the priorWells year.Fargo Finally,rail we anticipate interest expense and depreciation to be higher in 2025 compared to 2024.acquisition.

Reworded

•Rail International's segment profit in 20252026 is expected to increase from 2024,2025, driven by continued growth of the fleet sizes in Europe and India.India, as well as favorable foreign currency impacts compared to 2025. Demand for railcarsmost railcar types in Europe should continueremain to be solid across most car types,stable, and we plan to continue to invest in the fleet. Lease revenue is expected to be higher in 2025, resulting from more railcars on lease and higher lease rates. In India, we anticipate significant growth again in our fleet this coming year, which will also contribute to an increase in segment profit.

Added

•We anticipate Engine Leasing's segment profit in 2026 to be higher than 2025. RRPF's results are expected to be higher as a result of continued growth in global air travel. Additionally, long lead times for delivery of new engines and repair services are driving strong demand for existing assets. GEL results are expected to benefit from these same factors.

Removed

•We anticipate Engine Leasing's segment profit in 2025 to be higher than 2024. We expect an increase in segment profit from GEL as a result of additional aircraft spare engines acquired during 2024. In addition, RRPF results are expected to be higher as a result of continued improvement in global air travel.

Reworded

TheDemand railcarfor leasingmost environmentrailcars was favorablestable asduring demandthe foryear, existingdespite railcarsongoing remainedmacroeconomic steady. Rail North America continued to extend lease renewal terms at attractive rates while maintaining high fleet utilizationuncertainty, and a strongthe renewal success rate.rate remained strong. Utilization of our non-boxcar fleet was 99.1%99.0% at the end of the year.

Reworded

(2) Active locomotives refers to the number of locomotives on lease to customers. Changes in locomotives on lease compared to prior years are impacted by the utilization of locomotives purchased in the secondary market and the disposition of locomotives that were sold or scrapped, as well as the fleet utilization rate.

Removed

Segment Profit

Reworded

In 2024,2025, segment profit of $356.0$351.8 million increaseddecreased 15.8%1.2% compared to $307.3$356.0 million in 2023.2024. The increasedecrease was primarilydriven due toby higher lease revenue, higher net gain on asset dispositions,maintenance and higherinterest repair revenue,expenses, partially offset by higher interestlease expenserevenue and higher maintenancerepair expense. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from year to year.revenue.

Reworded

In 2024,2025, lease revenue increased $94.7$65.6 million, or 10.7%,6.7%, driven by higher lease rates and more railcars on lease.lease and higher lease rates. Other revenue increased $21.6$21.8 million, primarily due to higher repair revenue.revenue and higher lease termination fees.

Reworded

In 2024,2025, maintenance expense increased $30.3$43.6 million, driven by higher costs of repairs, more regulatory compliancerepair events, andincluding more repairs performed by the railroads.railroads, and a mix of repairs that resulted in higher costs per repair. Depreciation expense increased $5.2$14.6 million, due to the timing of new railcar investments and dispositions, partially offset by a change in the useful lives of certain railcars.dispositions. Other operating expense increased $0.5$4.7 million, due to higher insuranceinsurance, and storage costs, partially offset by lower switchingswitching, and freight costs.

Reworded

In 2024,2025, net gain on asset dispositions increaseddecreased $12.3$2.8 million, driven by higherlower net gains on railcarsasset solddispositions, andpartially offset by higher net scrapping gains. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from year to year. Net interest expense increased $49.2$27.4 million, due to a higher average interestdebt ratebalance and a higher average debtinterest balance.rate. Other expense wasincreased favorable $2.6$3.3 million, driven by lowerhigher net legal costs,costs partially offset byand lower customer settlement proceeds received in 2024.2025.

Reworded

During 2024,2025, investment volume was $1,162.4$644.1 millionmillion, compared to $976.9$1,162.4 million in 2023.2024. We acquired 2,302 newly built railcars and purchased 1,035 railcars in the secondary market in 2025 compared to 3,812 newly built railcars, purchased 2,279 railcars in the secondary market, and purchased 156 locomotives in the secondary market in 2024, compared to 3,835 newly built railcars, 1,934 railcars in the secondary market, and no locomotives in 2023.2024.

Reworded

Our investment volume is predominantly composed of acquired railcars, but also includes the acquisition of locomotives,locomotives and certain capitalized repairs and improvements to owned railcars and our maintenance facilities. As a result, the dollar value of investment volume does not necessarily correspond to the number of railcars acquired in any given period. In addition, the comparability of amounts invested and the number of railcars acquired in each period is impacted by the mix of railcars purchased, which may include tank cars and freight cars, as well as newly manufactured railcars or those purchased in the secondary market.

Added

Within Rail International, GATX Rail Europe ("GRE") experienced a challenging railcar leasing market as GRE faced macroeconomic headwinds, including weak GDP results. This uncertainty caused some customers to take a cautionary approach to rail fleet planning, thereby tempering demand across certain car types.

Reworded

RailDespite International,pressure composedon primarily of GATX Rail Europe ("GRE"), produced solid operating results in 2024 and continued to grow its fleet, exceeding 30,000 railcars during the current year.utilization, GRE experienced renewal lease rate increases for a majority of railcar types in 2024.2025. Utilization was 96.1%94.7% at the end of the year.

Added

In the fourth quarter of 2025, GRE acquired 5,882 railcars from DB Cargo AG.

Reworded

The fleet size of our rail business in India ("Rail India") surpassedcontinued 10,000to railcarsgrow in 2024,2025, andas Rail India continued to focus on investment opportunities, diversification of its fleet, and developing relationships with customers, suppliers and the Indian Railways. Demand for railcars in India remained strong, driven by continued growth in the economy and infrastructure development. Utilization was 100.0% at the end of the year.

Reworded

(2) Active railcars refers to the number of railcars on lease to customers. Changes in railcars on lease compared to prior years are impacted by the utilization of newly built railcars purchased and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

Reworded

Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar versus the foreign currencies in which it conducts business, primarily the euro. In 2024,2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $0.6$13.7 million and negativelypositively impacted segment profit, excluding other income (expense), income, by approximately $1.7$7.0 million compared to 2023.2024.

Removed

Segment Profit

Reworded

In 2024,2025, segment profit of $119.8$125.9 million increased 5.6%5.1% compared to $113.4$119.8 million in 2023. Segment profit in 2023 included a $0.3 million disposition gain recorded as a result of the decision to exit the Rail Russia business. Excluding this item, results for Rail International were $6.7 million higher than 2023.2024. The increase was primarily due to more railcars on lease and higher lease rates at both GRErevenue and Railchanges India,in foreign exchange rates, partially offset by higher interest expense and higher maintenance expense at GRE.expense.

Reworded

In 2024,2025, lease revenue increased $37.0$32.5 million, or 12.5%,9.7%, due to more railcars on lease and higher lease rates at GRE and Rail India.India, as well as the impact of foreign exchange rates.

Reworded

In 2024,2025, maintenance expense increased $6.6$1.7 million, primarily due to more repairsrepair performed,events, higher costs of repairs, and the impact of foreign currency exchange rates, partially offset by lower wheelset costs. Depreciation expense increased $10.5$11.8 million, due to the impact of new railcars added to the fleet and the impact of foreign exchange rates.fleet.

Reworded

In 2024,2025, net gain (loss) on asset dispositions decreasedincreased $2.5$2.3 million, driven by fewermore railcars sold,sold partially offset byand higher net scrapping gains due to more railcars scrapped. Net interest expense increased $15.2$11.2 million, due to a higher average interestdebt ratebalance and a higher average debtinterest balance.rate. Other income (expense) income was favorableunfavorable by $7.4$7.1 million, driven by the positivenegative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations.fluctuations, and higher litigation costs.

Reworded

During 2024,2025, investment volume was $232.9$502.4 million, compared to $382.4$232.9 million in 2023.2024. In 2024,2025, GRE acquired 1,616 newly built railcars and purchased 5,882 railcars in the secondary market compared to 1,316 newly built railcars comparedin to2024, 1,695and Rail India acquired 1,582 newly built railcars in 2023,2025 andcompared Rail India acquiredto 1,783 newly built railcars in 2024 compared to 2,933 newly built railcars in 2023.2024.

Reworded

Our investment volume is predominantly composed of acquired railcars, but may also include certain capitalized repairs and improvements to owned railcars. As a result, the dollar value of investment volume does not necessarily correspond to the number of railcars acquired in any given period. In addition, the comparability of amounts invested and the number of railcars acquired in each period is impacted by the mix of the various railcar types acquired,acquired as well as fluctuations in the exchange rates of the foreign currencies in which Rail International conducts business.

Removed

As disclosed previously, we had sold all of our marine assets as of December 31, 2023 and no longer have any marine operations. As a result, we have changed the name of this business segment from Portfolio Management to Engine Leasing to reflect the prospective operations of the segment.

Reworded

Engine Leasing includes the RRPF affiliates, a group of 50% owned domestic and foreign joint ventures with Rolls-Royce,Rolls-Royce plc or affiliates thereof (collectively "Rolls-Royce"), a leading manufacturer of commercial aircraft jet engines. Segment profit included earnings from the RRPF affiliates of $157.2 million for 2025, $108.3 million for 2024, and $98.7 million for 2023, and $45.4 million for 2022.2023. In 2022,2025, the RRPF affiliates recorded anincome impairmentfrom chargeinsurance associatedrecoveries withrelated to aircraft spare engines in Russia that RRPF does not expect to recover.engines. GATX's 50% share of this net impairmentrecovery was $23.4 million ($17.5 million after-tax), of which $15.3 million ($11.5 million afterafter-tax) tax).was previously recorded as an impairment loss. GATX did not make any additional investment in the RRPF affiliates in 2025, 2024, 2023, or 2022.2023. Dividend distributions from the RRPF affiliates totaled $50.0 million in 2025, $50.0 million in 2024, and $25.0 million in 2023, and $46.2 million in 2022.2023. The operating environment for the RRPF affiliates wascontinued strong,to be favorable as internationalrobust global passenger air passenger travel wascontinued robustto in 2024. High demand, combined with production and maintenance constraints in the aviation industry, resulted in a verydrive strong marketdemand for aircraft spare engines.

Reworded

Engine Leasing also includes GEL,GATX Engine Leasing ("GEL"), our wholly owned entity that invests directly in aircraft spare engines. In 2024,2025, GEL acquired 10seven engines for approximately$147.1 $261million, million.all of each were placed on long-term leases directly with a customer. As of December 31, 2024,2025, GEL owned 3946 aircraft spare engines, with 1421 on long-term leases with airline customers and 25 that are employed in an engine capacity agreement with Rolls-Royce for use in its engine maintenance programs. All engines at GEL are managed by the RRPF affiliates, for which we paid them a fee of $5.6 million in 2025, $4.1 million in 2024,2024 and $2.7 million in 2023 and $1.0 million in 2022.2023.

Reworded

Engine Leasing previously owned the Specialized Gas Vessels. In 2022, we made the decision to sell the Specialized Gas Vessels and recorded impairment losses totaling $34.3 million and sold two vessels.Vessels. In 2023, we sold the remaining three vessels and recorded net losses of $4.0 million. In 2024, we recorded final gains of $0.6 million associated with the Specialized Gas Vessels.

Reworded

RRPF AffiliatesAffiliates' Portfolio Data

Removed

Segment Profit

Reworded

In 2024,2025, segment profit was $117.3$181.5 million compared to $106.4$117.3 million in 2023.2024. Segment profit in 2025 included $23.4 million from insurance recoveries at the RRPF affiliates, of which $15.3 million was previously recorded as an impairment loss, as noted above. Segment profit in 2024 included $0.6 million of gains in 2024 and $4.0 million of losses in 2023 associated with the sale of the Specialized Gas Vessels.Vessels, as noted above. Excluding the impact of these items, results for Engine Leasing were $6.3$41.4 million higher than 2023,2024, driven by higher earnings at the RRPF affiliates and GEL, partially offset by the absence of the gain on the sale of natural gas holdings recorded in the prior year.GEL.

Reworded

In 2024,2025, lease revenue wasincreased comparable$5.8 tomillion, thedriven priorby year.aircraft spare engines acquired in 2025 and placed on leases directly with airline customers. Non-dedicated engine revenue increased $27.0$22.1 million, primarily due to aircraft spare engines acquired in 20232024 and 20242025 and utilized in the engine capacity agreement with Rolls-Royce. Marine operating revenue decreased $6.9 million, driven by the final sales of the Specialized Gas Vessels in 2023.

Reworded

In 2024,2025, marine operating expense decreased $6.5 million, due to sale of the Specialized Gas Vessels in 2023. Depreciationdepreciation expense increased $9.5$1.9 million, due to aircraft spare engines acquired in 20232024 and 2024.2025, partially offset by the impact of an increase in the useful lives of certain engines.

Reworded

In 2024,2025, net gain (loss) on asset dispositions was unfavorabledecreased by $1.6$0.6 million, driven by the absence of gains recorded in 2023 for the sale of natural gas holdings, partially offset by net gains in 2024 and net losses in 2023 associated with the Specialized Gas Vessels. Net interest expense increased $12.1$7.8 million, due to a higher average debt balance and a higher average interest rate.

Reworded

In 2024,2025, income from our share of affiliates' earnings increased $9.6$48.9 million, driven by higher income from operations,operations. Higher income from operations was primarily due to more aircraft spare engines in the fleet and the income from insurance recoveries, as noted above, partially offset by lowerhigher remarketinginterest income.and maintenance expense. The amount and timing of remarketing income is dependent on a number of factors and may vary materially from year to year.

Added

Investment volume was $147.1 million in 2025, compared to $260.8 million in 2024. GEL acquired seven aircraft spare engines in 2025 that were placed on long-term leases directly with a customer and ten aircraft spare engines in 2024 that were employed in the engine capacity agreement with Rolls-Royce.

Removed

Investment volume was $260.8 million in 2024, compared to $267.3 million in 2023. In both 2024 and 2023, GEL acquired ten aircraft spare engines.

Added

In 2025, GATX recorded $6.5 million of expenses associated with the acquisition of Wells Fargo's rail assets. These expenses were recorded in SG&A.

Added

In addition, a customer sold its interest in a nuclear power plant facility for which GATX previously managed the lease, and GATX received $7.4 million of residual sharing proceeds as part of a previously agreed upon residual sharing arrangement. This income was recorded in Other income (expense), including eliminations.

Reworded

In 2024, GATX recorded settlement expenses of $3.3 million for litigation claims arising out of legacy business operations and reserves of $10.7 million for its share of anticipated environmental remediation costs arising out of prior operations and legacy businesses. The majority of the recorded reserves relate to a facility that GATX sold in 1974, while the remainder of the amount relates to a landfill that GATX entities previously utilized, which was closed in 1986. These items were recorded in Other income (expense), including eliminations.

Removed

In 2022, GATX executed a multi-party amended and restated settlement agreement related to its share of estimated environmental remediation costs to be incurred at a facility that GATX sold in 1974. As a result, GATX recorded $5.9 million of expense to establish a reserve for its share of the remaining anticipated remediation and related costs.

Reworded

The tank container leasing market remained challenging in 2024.2025, due to macro-economic headwinds, impacting customers' procurement decisions. Utilization was 84.7%84.9% at December 31, 2024.2025.

Reworded

SG&A increased $23.6$16.3 million in 2024,2025, driven by higher employee-related expenses, including higher share-based compensation expense, and higherthe expenses associated with the acquisition of Wells Fargo's rail assets noted above, partially offset by lower information technology expenses.expense.

Reworded

Other income (expense) income,, including eliminations, was unfavorablefavorable by $11.3$21.0 million in 20242025 compared to 2023.2024. The variance was driven by the absence of environmental reserves recorded and expenses related to litigation claims settlements,settlements recorded in the prior year and residual sharing proceeds received in the current year, as noted above, partially offset by the absence of pension settlement charges recorded in 2023.above.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-31 (period ending 2026-06-30) with 10-Q filed 2026-05-07 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes in our risk factors since December 31, 2025. For a discussion of our risk factors, refer to "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025”

New heading “Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025”

New heading “Foreign Currency”

New heading “Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025”

Removed heading “Delayed Draw Term Loans”

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“Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025”
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“Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025”
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“Delayed Draw Term Loans”
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“Foreign Currency”
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“In the three months ended June 30, 2026, net gain on asset dispositions increased $28.6 million, driven by higher net gains on asset dispositions and higher net scrapping gains, partially offset by lower net gains on railcars converted to finance leases. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from period to period. Net interest expense increased $39.3 million, due to a higher average debt balance resulting from debt incurred for the acquisition of railcars from Wells Fargo and a higher average interest rate.”
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Reworded

The following discussion and analysis of the financial condition and results of operations of GATX Corporation ("GATX", the "Company," "we," "us," "our," and similar terms) should be read in conjunction with our condensed consolidated financial statements and related notes and other information included elsewhere in this Quarterly Report, our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the Securities and Exchange Commission ("SEC"). We based the discussion and analysis that follows on financial data we derived from the condensed consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and on certain other financial data that we prepared using non-GAAP components. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, see "Non-GAAP Financial Measures" at the end of this Item. The discussion and analysis below includes forward-looking statements that are subject to risks, uncertainties and other factors described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025 that could cause actual results to differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Reworded

Operating results for the threesix months ended MarchJune 31,30, 2026 are not necessarily indicative of the results we may achieve for the entire year ending December 31, 2026. In particular, asset remarketing income does not occur evenly throughout the year. For more information, refer to the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2025.

Reworded

On January 1, 2026, GATX acquired approximately 101,000 railcars for $4.2 billion from Wells Fargo Bank, N.A. ("Wells Fargo") through a newly formed joint venture ("GABX" or the "GABX joint venture") with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, "Brookfield"). Initially, GATX's ownership share of GABX iswas 30% with Brookfield's share at 70%. GATX will have the option to acquire up to 100% of GABX's equity over time. See "Note 15. Non-Controlling Interest" in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information about the options to acquire GABX's equity. The transactionacquisition from Wells Fargo was partially funded through a $2.96 billion term loan executed by GABX, which is guaranteed by GATX.GATX Corporation. As of MarchJune 31,30, 2026, GABX is consolidated and is reported in the Rail North America segment. GATX also directly purchased approximately 200 locomotives from Wells Fargo for approximately $30.4 million, and Brookfield directly acquired Wells Fargo’s rail finance lease portfolio, consisting of approximately 22,000 railcars and approximately 400 locomotives. GATX serves as manager of the railcars in GABX as well as the finance lease portfolio directly owned by Brookfield and earns management fees for such services. See "Note 1. Description of Business" in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

Added

GATX has the option to acquire up to 100% of the ownership of GABX over time. On June 30, 2026, GATX exercised its first call option for $66.2 million, increasing its overall ownership of GABX from 30% to 33.5% and decreasing Brookfield's ownership from 70% to 66.5%. See "Note 15. Non-Controlling Interest" in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information about the options to acquire additional ownership of GABX.

Reworded

GATX, and markets more broadly, are facing heightened uncertainty related to trade policy, geopolitical tensions, and overall economic conditions. These conditions did not have a significant impact on our business and financial results during the first threesix months of 2026. However, recent developments, including newlytariff announced tariffsannouncements and the ongoing conflict with Iran, have increased economic uncertainty and could have a more significant impact on GATX’s financial results in the future. For example, geopolitical tensions in the Middle East have and could continue to increase energy prices, disrupt supply chains, reduce global air travel, and negatively impact our customers. A sustained economic slowdown resulting from these or other factors could impact GATX directly and indirectly, including through higher costs for new railcars or other assets or softening demand for our products and services. Management continues to monitor the macroeconomic and geopolitical environment closely to identify potential risks and to manage our business accordingly. However, we believe we are in a strong position to manage these risks due to our diverse fleet, broad global customer base, long-term lease portfolio, strong balance sheet, and access to capital.

Reworded

Net income attributable to GATX for the threesix months ended MarchJune 31,30, 2026 was $85.5$188.9 million, or $2.35$5.19 per diluted share, compared to $78.6$154.1 million, or $2.15$4.21 per diluted share, for the same period in 2025. Net income attributable to GATX increased $6.9$34.8 million compared to the prior year and was impacted by the Wells Fargo rail assets acquisition. The variance was largely due to higher revenue at Rail North America and Rail International andInternational, higher net gain on asset dispositions at Rail North America, partially offset byand higher maintenance expense and depreciation expense at Rail North America, higher interest expense, and lower earnings at the Rolls-Royce & Partners Finance joint ventures (collectively, the "RRPF affiliates")., partially offset by higher maintenance expense at Rail North America, higher depreciation expense at Rail North America and Rail International, and higher interest expense.

Added

Net income attributable to GATX for the three months ended June 30, 2026 was $103.4 million, or $2.84 per diluted share, compared to $75.5 million, or $2.06 per diluted share, for the same period in 2025. Net income attributable to GATX increased $27.9 million compared to the prior year and was impacted by the Wells Fargo rail assets acquisition. The variance was largely due to higher revenue at Rail North America and Rail International, higher net gain on asset dispositions at Rail North America, and higher earnings at the RRPF affiliates, partially offset by higher maintenance expense at Rail North America, higher depreciation expense at Rail North America and Rail International, higher interest expense, and lower earnings at the RRPF affiliates.

Reworded

The following table shows our return on equity for the trailing 12 months ended MarchJune 3130:

Reworded

On January 1, 2026, GATX acquired approximately 101,000 railcars for $4.2 billion from Wells Fargo through the GABX joint venture. GABX is consolidated within the Rail North America segment. See "Note 7. Variable Interest Entities" in Part I, Item 1 of this Quarterly Report on Form 10-Q for quantification of the impacts of this acquisition. OnAlso theon sameJanuary date,1, 2026, GATX directly purchased 200 locomotives from Wells Fargo for approximately $30.4 million.

Reworded

GATX serves as manager of the railcars in GABX as well as the finance lease portfolio directly owned by Brookfield and earns management fees for such services. In the three and six months ended MarchJune 31,30, 2026, GABX paid GATX $12.5received $12.4 million and Brookfield$24.9 paidmillion GATXfrom GABX and $2.8 million inand management$5.6 feesmillion from Brookfield for these services. GABX management fees earned by GATX are eliminated in consolidation and not shown on the face of the condensed consolidated incomestatements statement.of income. However, the impact of fees earned are included in net income attributable to GATX. Management fees earned by GATX for managing the finance lease portfolio directly owned by Brookfield are reported in other revenue.

Reworded

Demand for most railcars was stable, despiteDespite ongoing macroeconomic uncertainty and the impacts of the geopolitical environment in the Middle East, demand for most railcars was stable and the renewal success rate remained strong. Utilization was 98.1%98.0% at the end of the current quarter.

Reworded

As of MarchJune 31,30, 2026, leases for 29,05223,008 tank and freight cars and 1,2891,184 boxcars are scheduled to expire over the remainder of 2026. These amounts exclude railcars on leases expiring in 2026 that have already been renewed or assigned to a new lessee.

Reworded

In 2022, we entered into a long-term railcar supply agreement with a subsidiary of Trinity Industries, Inc. ("Trinity") to purchase 15,000 newly built railcars through 2028, with an option to order up to an additional 500 railcars each year from 2023 to 2028. The agreement enables us to order a broad mix of tank and freight cars. Trinity will deliver 6,000 tank cars (1,200 per year) from 2024 through 2028. The remaining 9,000 railcars, which can be a mix of freight and tank cars, are expected to be ordered at a rate of 1,500 railcars per order year from 2023 to 2028 and delivered under a schedule to be determined. At MarchJune 31,30, 2026, 8,4379,523 railcars have been ordered pursuant to the terms of the agreement, of which 6,7457,344 railcars have been delivered.

Reworded

During the firstsecond quarter of 2026, the renewal rate change of the LPI was positive 22.3%,16.8%, compared to positive 21.9%22.3% in the prior quarter, and positive 24.5%24.2% in the firstsecond quarter of 2025. Lease terms on renewals for railcars in the LPI averaged 5654 months in the current quarter, compared to 5856 months in the prior quarter, and 6160 months in the firstsecond quarter of 2025.

Reworded

Comparison of Reported Results for the First QuarterSix Months of 2026 to the First QuarterSix Months of 2025

Reworded

In the threesix months ended MarchJune 31,30, 2026, segment profit of $103.9$222.4 million increased 17.0%20.0% compared to $88.8$185.4 million for the same period in the prior year. Segment profit in 2026 was impacted by the acquisition of railcars from Wells Fargo. Aside from the impact of the acquisition, segment profit increased $22.1$30.2 million, driven by higher net gains on asset dispositions and higher revenue from the legacy fleet,revenue, partially offset by higher maintenance and interest expense.

Reworded

In the threesix months ended MarchJune 31,30, 2026, lease revenue increased $140.7$268.9 million, or 54.1%.51.4%. The acquisition of railcars from Wells Fargo led to an increase in lease revenue of $132.8$262.5 million. In addition to the impact of the acquisition, lease revenue increased $7.9$6.4 million, primarily driven by more railcars on lease and higher lease rates. Other revenue increased $2.7$13.8 million,million drivenprimarily bydue to higher repair revenue and management fee revenue from the finance lease portfolio owned by Brookfield and managed by GATX.

Reworded

In the threesix months ended MarchJune 31,30, 2026, maintenance expense increased $36.9$84.4 million. The acquisition of railcars from Wells Fargo led to an increase of $26.5$61.9 million. In addition to this impact, maintenance expense increased $10.4$22.5 million,million driven by more repair events, including more repairs performed by the railroads, more repair events and a mix of repairs that resulted in higher costs per repair. Depreciation expense increased $56.3$108.6 million, primarily due to the impact of the railcars acquired from Wells Fargo.

Reworded

In the threesix months ended MarchJune 31,30, 2026, net gain on asset dispositions increased $17.7$46.3 million, driven by higher net gains on asset dispositions and higher net scrapping gains, partially offset by lower net gains on railcars converted to finance leases and higher net scrapping gains.leases. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from period to period. Net interest expense increased $49.3$88.6 million, due to a higher average debt balance,balance resulting from debt incurred for the acquisition of railcars from Wells Fargo,Fargo and a higher average interest rate.

Reworded

During the threesix months ended MarchJune 31,30, 2026, investment volume was $4,464.2$4,611.3 million (including approximately $4.2 billion for the acquisition of railcars and locomotives from Wells Fargo) compared to $227.7$359.9 million in the same period in 2025. We acquired 1,0641,765 newly built railcars,railcars 100,920and purchased 100,994 railcars in the secondary market (including 100,870 railcars acquired at GABX from Wells Fargo) and 202 locomotives (including 200 locomotives from Wells Fargo) in the threesix months ended MarchJune 31,30, 2026, compared to 6421,269 newly built railcars, 627707 railcars in the secondary market, and zero locomotives in the same period in 2025.

Added

Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025

Added

In the three months ended June 30, 2026, segment profit of $118.5 million increased 22.7% compared to $96.6 million for the same period in the prior year. Segment profit in 2026 was impacted by the acquisition of railcars from Wells Fargo. Aside from the impact of the acquisition, segment profit increased $8.1 million, driven by higher net gains on asset dispositions and higher revenue, partially offset by higher maintenance and interest expense.

Added

In the three months ended June 30, 2026, lease revenue increased $128.2 million, or 48.8%. The acquisition of railcars from Wells Fargo led to an increase in lease revenue of $129.7 million. Aside from the impact of the acquisition, lease revenue decreased $1.5 million, primarily driven by fewer railcars on lease, principally due to the effect of asset sales. Other revenue increased $11.1 million, driven by higher repair revenue and management fee revenue from the finance lease portfolio owned by Brookfield and managed by GATX.

Added

In the three months ended June 30, 2026, maintenance expense increased $47.5 million. The acquisition of railcars from Wells Fargo led to an increase of $35.4 million. In addition to this impact, maintenance expense increased $12.1 million, driven by more repair events and a mix of repairs that resulted in higher costs per repair. Depreciation expense increased $52.3 million, primarily due to the impact of the railcars acquired from Wells Fargo.

Added

In the three months ended June 30, 2026, net gain on asset dispositions increased $28.6 million, driven by higher net gains on asset dispositions and higher net scrapping gains, partially offset by lower net gains on railcars converted to finance leases. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from period to period. Net interest expense increased $39.3 million, due to a higher average debt balance resulting from debt incurred for the acquisition of railcars from Wells Fargo and a higher average interest rate.

Reworded

Rail International, composed primarily of GATX Rail Europe ("GRE"), experienced a challenging railcar leasing market as GRE faced ongoing macroeconomic headwinds, including weak GDP results,results and higher inflation, as well as uncertainty due to the geopolitical environment in the Middle East and Ukraine, which weighed on customers' fleet planning activities. Despite pressure on utilization, GRE experienced renewal lease rate increases for the majority of railcar types in the period. Utilization was 94.7%95.3% at the end of the current quarter.

Reworded

As of MarchJune 31,30, 2026, leases for 8,5027,179 railcars are scheduled to expire over the remainder of 2026. This amount excludes railcars on leases expiring in 2026 that have already been renewed or assigned to a new lessee.

Reworded

Comparison of Reported Results for the First QuarterSix Months of 2026 to the First QuarterSix Months of 2025

Reworded

Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar against the foreign currencies in which it conducts business, primarily the euro. In the threesix months ended MarchJune 31,30, 2026, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $8.6$10.7 million and positively impacted segment profit, excluding other income (expense), income, by approximately $4.4$5.5 million compared to the same period in 2025.

Reworded

In the threesix months ended MarchJune 31,30, 2026, segment profit of $31.6$63.2 million increased 23.0%9.2% compared to $25.7$57.9 million for the same period in the prior year. The increase was primarily due to higher lease revenue and changes in foreign currency exchange rates, partially offset by higher depreciation and interest expense.

Reworded

In the threesix months ended MarchJune 31,30, 2026, lease revenue increased $16.8$27.5 million, or 20.1%,15.9%, drivendue byto more railcars on lease at GRE and Rail India,India as well asand the impact of foreign exchange rates.

Reworded

In the threesix months ended MarchJune 31,30, 2026, maintenance expense increased $0.6$0.9 million, primarily due to the impact of foreign exchange rates,rates and higher repair costs, partially offset by fewer repair events, the mix of repairs performed, and fewer regulatory compliance events. Depreciation expense increased $7.7$13.9 million, due to the impact of new railcars added to the fleet, including the railcars acquired from DB Cargo AG primarily in 2025.

Reworded

In the threesix months ended MarchJune 31,30, 2026, net interest expense increased $5.9$9.8 million, due to a higher average debt balance and a higher average interest rate. Other income (expense) income was favorable by $4.3$3.7 million, driven by the positive impact of changes in foreign exchange rates, primarily euro-zloty fluctuations, and lower litigation costs.

Reworded

During the threesix months ended MarchJune 31,30, 2026, investment volume was $47.4$93.0 million compared to $62.7$143.8 million in the same period in 2025. In the threesix months ended MarchJune 31,30, 2026, GRE acquired 355538 newly built railcars and purchased 46 railcars in the secondary market compared to 4461,025 newly built railcars for the same period in 2025, and Rail India acquired 343686 newly built railcars compared to 312529 newly built railcars for the same period in 2025.

Added

Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025

Added

Foreign Currency

Added

Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar against the foreign currencies in which it conducts business, primarily the euro. In the three months ended June 30, 2026, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $2.1 million and positively impacted segment profit, excluding other (expense) income, by approximately $1.1 million compared to the same period in 2025.

Added

In the three months ended June 30, 2026, segment profit of $31.6 million decreased 1.9% compared to $32.2 million for the same period in the prior year. The decrease was primarily due to higher depreciation and interest expense, partially offset by higher lease revenue and changes in foreign currency exchange rates.

Added

In the three months ended June 30, 2026, lease revenue increased $10.7 million, or 11.9%, driven by more railcars on lease at GRE and Rail India, as well as the impact of foreign exchange rates.

Added

In the three months ended June 30, 2026, maintenance expense increased $0.3 million, primarily due to the impact of foreign exchange rates and higher repair costs, partially offset by fewer regulatory compliance events. Depreciation expense increased $6.2 million, due to the impact of new railcars added to the fleet, including the railcars acquired from DB Cargo AG primarily in 2025.

Added

In the three months ended June 30, 2026, net interest expense increased $3.9 million, due to a higher average debt balance and a higher average interest rate. Other (expense) income was unfavorable by $0.6 million, driven by the negative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations.

Reworded

Engine Leasing includes the RRPF affiliates, a group of 50% owned domestic and foreign joint ventures with Rolls-Royce plc (or affiliates thereof, collectively "Rolls-Royce"), a leading manufacturer of commercial aircraft jet engines. Segment profit included earnings from the RRPF affiliates of $27.6$49.6 million and $77.2 million for the three and six months ended MarchJune 31,30, 2026, compared to $33.4$22.6 million and $56.0 million and for the same periodperiods in 2025. TheDividend changedistributions was driven byfrom the timingRRPF affiliates totaled $70.0 million for each of remarketingthe income.three and six months ended June 30, 2026 compared to none for the same periods in 2025.

Reworded

Engine Leasing also includes GATX Engine Leasing ("GEL"), our wholly owned business that invests directly in aircraft spare engines. As of MarchJune 31,30, 2026, GEL owned 46 aircraft spare engines, with 21 oncurrently on, or available for, long-term leases with airline customers and 25 that are employed in an engine capacity agreement with Rolls-Royce for use in its engine maintenance programs. All engines owned by GEL are managed by the RRPF affiliates, for which we paid them a fee of $1.5 million and $3.0 million for the three and six months ended MarchJune 31,30, 2026 and $1.4$1.3 million and $2.7 million for the same periodperiods in 2025.

Reworded

The operating environment for the RRPF affiliates and GEL continued to be favorable in the firstsecond quarter of 20262026. asDemand robust global passengerfor air travel continuedand spare engines continues to drivebe strong demand for aircraft spare engines.high. However, uncertainty exists due to the geopolitical environment in the Middle East.

Reworded

Comparison of Reported Results for the First QuarterSix Months of 2026 to the First QuarterSix Months of 2025

Reworded

In the threesix months ended MarchJune 31,30, 2026, segment profit of $35.3$101.7 million decreasedincreased $3.3$35.8 million compared to segment profit of $38.6$65.9 million for the same period in the prior year. The decreaseincrease was driven by lowerhigher earnings at the RRPF affiliates,affiliates primarily due to the timing of remarketing events, partially offset by higher earnings atand GEL.

Reworded

In the threesix months ended MarchJune 31,30, 2026, lease revenue increased $1.4$2.1 million, driven by more aircraft spare engines acquired and placed on leases directly with airline customers. Non-dedicated engine revenue increased $0.6$0.7 million, due to higher annuity receipts resulting from higher average engine flying hours for aircraft spare engines utilized in the engine capacity agreement with Rolls-Royce.

Reworded

In the threesix months ended MarchJune 31,30, 2026, depreciation expense increased $1.2$2.3 million, due to aircraft spare engines acquired in 2025.

Reworded

In the threesix months ended MarchJune 31,30, 2026, other income increased $16.7 million, driven by maintenance reserve releases on certain engines at GEL. Income from our share of affiliates' earnings decreasedincreased $5.8$21.2 million, driven by thehigher timingincome offrom operations and higher remarketing income. Higher income from operations was primarily due to more aircraft spare engines in the fleet, partially offset by higher interest expense. The amount and timing of remarketing income is dependent on a number of factors and may vary materially from period to period.

Reworded

In the threesix months ended MarchJune 31,30, 2026, investment volume was $0.2 million, compared to zero in the same period in 2025. Investment volume in 2026 consisted of the purchase of engine stands.stands at GEL.

Added

Comparison of Reported Results for the Second Quarter of 2026 to the Second Quarter of 2025

Added

In the three months ended June 30, 2026, segment profit of $66.4 million increased $39.1 million compared to segment profit of $27.3 million for the same period in the prior year. The increase was driven by higher earnings at the RRPF affiliates and GEL.

Added

In the three months ended June 30, 2026, lease revenue increased $0.7 million, driven by more aircraft spare engines on leases directly with airline customers. Non-dedicated engine revenue increased $0.1 million, due to higher annuity receipts for aircraft spare engines utilized in the engine capacity agreement with Rolls-Royce.

Added

In the three months ended June 30, 2026, depreciation expense increased $1.1 million, due to aircraft spare engines acquired in 2025.

Added

In the three months ended June 30, 2026, other income increased $13.6 million, driven by maintenance reserve releases on certain engines at GEL. Income from our share of affiliates' earnings increased $27.0 million, driven by higher remarketing income and higher income from operations. Higher income from operations was primarily due to more aircraft spare engines in the fleet. The amount and timing of remarketing income is dependent on a number of factors and may vary materially from period to period.

Reworded

The tank container leasing market remained challenging in the firstsecond quarter of 2026 due to macro-economic headwinds and the impact of the current geopolitical environment in the Middle East. Utilization was 85.2%88.0% at the end of the current quarter.

Reworded

SG&A increased $14.7$25.7 million infor the threesix months ended MarchJune 31,30, 2026 compared to the same period in the prior year. TheSG&A varianceincreased wasby $11.0 million for the three months ended June 30, 2026 compared to the same period in the prior year. Both variances were primarily due to higher employee-related expenses, including the impact of higher headcount resulting from the Wells Fargo rail assets acquisition, and higher information technology expenses.

Reworded

Unallocated interest (expense) income (the difference between external interest expense and interest expense allocated to the reporting segments) in any year is affected by our consolidated leverage position, the timing of debt issuances and investing activities, and intercompany allocations.

Added

Other income, including eliminations was unfavorable by $1.2 million for both the three and six months ended June 30, 2026 compared to the same periods in the prior year. Both variances were driven by higher non-service pension-related expenses and the impact of foreign exchange rates on a foreign pension plan.

Reworded

As of MarchJune 31,30, 2026, we had an unrestricted cash balance of $740.9$747.1 million. We also have a $632 million, 5-year unsecured revolving credit facility in the United States that matures in 20302031 and a $368 million, 3-year unsecured revolving credit facility in the United States that matures in 2028,2029, both of which were fully available as of MarchJune 31,30, 2026. In addition, we have a €250 million, 3-year unsecured revolving credit facility in Europe that matures in 2027, of which €210212 million was available as of MarchJune 31,30, 2026. At GABX, we have a $250 million 5-year unsecured revolving credit facility in the United States that matures in 2030, all of which was fully available as of MarchJune 31,30, 2026.

Showing the first 60 of 93 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

GATX insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 5 filings (5 insiders, 5 trade dates, 25,300 shares, about $4.6M). Net open-market shares: -25,300 (purchases minus sales); net value about -$4.6M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-11Phillips Geoffrey
Sr. VP, Operations
Open-market sale 300$179.51 $53.9K1 SEC
2026-09-11Phillips Geoffrey
Sr. VP, Operations
Open-market sale 1,700$177.12 $301.1K801 SEC
2026-09-11Phillips Geoffrey
Sr. VP, Operations
Option exercise 2,500$77.07 $192.7K2,501 SEC
2026-09-11Phillips Geoffrey
Sr. VP, Operations
Open-market sale 500$178.07 $89.0K301 SEC
2026-09-03Phillips Geoffrey
Sr. VP, Operations
Gift 6,472— —1 SEC
2026-08-26Doygun Eren
SVP Chief Plan. & Invest. Off.
Open-market sale 1,000$179.52 $179.5K5,323 SEC
2026-08-26Doygun Eren
SVP Chief Plan. & Invest. Off.
Option exercise 1,000$77.07 $77.1K6,323 SEC
2026-08-15Sbragia John
SVP, Engineering and Quality
Shares withheld for tax 47$179.63 $8.4K6,820 SEC
2026-08-15Hillesland Kevin
SVP, Structured Finance
Shares withheld for tax 70$179.63 $12.6K7,212 SEC
2026-08-15Phillips Geoffrey
Sr. VP, Operations
Shares withheld for tax 70$179.63 $12.6K6,473 SEC
2026-08-14Sbragia John
SVP, Engineering and Quality
Open-market sale 1,900$180.40 $342.8K6,867 SEC
2026-08-14Sbragia John
SVP, Engineering and Quality
Option exercise 1,900$77.07 $146.4K8,767 SEC
2026-08-05Ellman Thomas A.
EVP & CFO
Open-market sale 107$181.20 $19.4K34,361 SEC
2026-08-05Ellman Thomas A.
EVP & CFO
Open-market sale 8,641$180.56 $1.6M34,468 SEC
2026-08-05Ellman Thomas A.
EVP & CFO
Open-market sale 9,452$179.62 $1.7M43,109 SEC
2026-08-05Ellman Thomas A.
EVP & CFO
Option exercise 18,200$77.07 $1.4M52,561 SEC
2026-08-03Wetherbee Robert S
Director
Grant/award 130$177.91 $23.1K1,645 SEC
2026-08-03Holmes John Mcclain Iii
Director
Grant/award 142$177.91 $25.3K4,464 SEC
2026-08-03Bausch Shelley J
Director
Grant/award 142$177.91 $25.3K4,308 SEC
2026-08-03Yovovich Paul G
Director
Grant/award 130$177.91 $23.1K42,420 SEC
2026-08-03Ream James B
Director
Grant/award 164$177.91 $29.2K49,470 SEC
2026-08-03Aigotti Diane
Director
Grant/award 70$177.91 $12.5K19,904 SEC
2026-08-03Stanley Adam L.
Director
Grant/award 28$177.91 $5.0K9,430 SEC
2026-08-03Arvia Anne L
Director
Grant/award 118$177.91 $21.0K34,277 SEC
2026-08-03Van Aken Jennifer
Sr VP Treasurer & CRO
Option exercise 1,700$77.07 $131.0K7,616 SEC
2026-08-03Van Aken Jennifer
Sr VP Treasurer & CRO
Open-market sale 1,372$180.58 $247.8K6,244 SEC
2026-08-03Van Aken Jennifer
Sr VP Treasurer & CRO
Open-market sale 328$181.23 $59.4K5,916 SEC
2026-05-01Holmes John Mcclain Iii
Director
Grant/award 129$194.92 $25.1K4,321 SEC
2026-05-01Bausch Shelley J
Director
Grant/award 128$194.92 $24.9K4,165 SEC
2026-05-01Wetherbee Robert S
Director
Grant/award 115$194.92 $22.4K1,515 SEC
2026-05-01Yovovich Paul G
Director
Grant/award 136$194.92 $26.5K42,289 SEC
2026-05-01Ream James B
Director
Grant/award 169$194.92 $32.9K49,306 SEC
2026-05-01Aigotti Diane
Director
Grant/award 71$194.92 $13.8K19,833 SEC
2026-05-01Stanley Adam L.
Director
Grant/award 30$194.92 $5.8K9,401 SEC
2026-05-01Arvia Anne L
Director
Grant/award 124$194.92 $24.2K34,159 SEC
2026-04-24Aigotti Diane
Director
Grant/award 731— —19,762 SEC
2026-04-24Stanley Adam L.
Director
Grant/award 731— —9,371 SEC
2026-04-24Ream James B
Director
Grant/award 731— —49,137 SEC
2026-04-24Yovovich Paul G
Director
Grant/award 731— —42,152 SEC
2026-04-24Arvia Anne L
Director
Grant/award 731— —34,034 SEC
2026-04-24Wetherbee Robert S
Director
Grant/award 731— —1,400 SEC
2026-04-24Holmes John Mcclain Iii
Director
Grant/award 731— —4,192 SEC
2026-04-24Bausch Shelley J
Director
Grant/award 731— —4,037 SEC

Well-known investors holding GATX (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Citadel Advisors (Ken Griffin) COM2026-06-3062,593$11.1M0.01%Added 49%
AQR Capital Management (Cliff Asness) COM2026-06-3022,026$3.9M0.0%Reduced 7%
Two Sigma Investments COM2026-06-3019,691$3.5M0.0%Reduced 5%
D. E. Shaw & Co. COM2026-06-307,934$1.4M0.0%Reduced 73%
Millennium Management (Israel Englander) COM2026-06-306,554$1.2M0.0%Reduced 42%
Gotham Asset Management (Joel Greenblatt) COM2026-06-302,296$406.8K0.0%No change

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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