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Close of Nov 06, 2026 · end-of-day data
GATX 8-K filings, explained
Every material Form 8-K GATX has filed with the SEC since February 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
GATX Corporation agreed under an underwriting agreement dated November 2, 2026 to sell $300 million of 5.950% Senior Notes due 2036, and issued the notes to the underwriters on November 6, 2026. The filing describes a debt issuance rather than a change in operations, so its main significance for shareholders is the added long-term borrowing.
Principal amount: $300 million of 5.950% Senior Notes due 2036
Underwriting agreement dated November 2, 2026, with BofA Securities, Citigroup Global Markets and Morgan Stanley & Co. as representatives
Notes issued and delivered to underwriters against payment on November 6, 2026
Sold under shelf registration statement on Form S-3 (Registration No. 333-286436)
GATX reported third-quarter 2026 net income attributable to GATX of $105.2 million, or $2.92 per diluted share, up from $82.2 million, or $2.25 per share, a year earlier. The company now expects 2026 full-year earnings to modestly exceed the high end of its previous guidance range of $9.90 to $10.30 per diluted share, which excludes tax adjustments and other items.
Q3 2026 net income attributable to GATX was $105.2 million, or $2.92 per diluted share, versus $82.2 million, or $2.25, in Q3 2025.
Nine-month 2026 net income attributable to GATX was $294.1 million, or $8.11 per diluted share, versus $236.3 million, or $6.46, a year earlier.
Full-year 2026 earnings are now expected to modestly exceed the high end of the prior $9.90 to $10.30 per-share guidance range.
GATX reported second-quarter 2026 net income attributable to GATX of $103.4 million, or $2.84 per diluted share, up from $75.5 million, or $2.06 per diluted share, a year earlier. The company raised its full-year 2026 earnings estimate to $9.90–$10.30 per diluted share, which benefits shareholders by lifting the outlook for earnings.
Q2 2026 net income attributable to GATX was $103.4 million, or $2.84 per diluted share, versus $75.5 million, or $2.06, in Q2 2025.
Full-year 2026 diluted earnings per share estimate raised to $9.90–$10.30.
Total revenues were $580.1 million versus $430.5 million; Rail North America's renewal lease rate change was 16.8% versus 24.2% a year earlier.
Engine Leasing segment profit was $66.4 million versus $27.3 million in Q2 2025.
GATX amended its five-year credit agreement on May 21, 2026, extending the termination date by one year to May 21, 2031. The amendment also lowers the margins on revolving loans and the facility fee, with pricing tied to the company's public credit rating, which can reduce borrowing costs and extend the availability of its credit line.
Termination date extended from May 21, 2030 to May 21, 2031
SOFR-based margins set at 80.5 to 130 basis points, grid tied to public credit rating
Facility fee set at 7 to 20 basis points, grid tied to public credit rating
Amendment among GATX, Citibank, N.A. as administrative agent, and participating lenders
GATX reported first-quarter 2026 net income attributable to GATX of $85.5 million, or $2.35 per diluted share, up from $78.6 million, or $2.15 per diluted share, a year earlier. Total revenues rose to $583.7 million from $421.6 million, and the company reiterated 2026 full-year earnings guidance of $9.50 to $10.10 per diluted share.
Net income attributable to GATX was $85.5 million, or $2.35 per diluted share, versus $78.6 million, or $2.15, in Q1 2025.
Total revenues were $583.7 million, compared with $421.6 million in Q1 2025.
2026 full-year earnings guidance of $9.50 to $10.10 per diluted share, excluding Tax Adjustments and Other Items, was reiterated.
Rail North America fleet utilization was 98.1% at quarter end, versus 99.2% at the end of Q1 2025, which the company attributed to the Wells Fargo fleet combination.
At its April 24, 2026 annual meeting, GATX shareholders approved an amended and restated 2012 Incentive Award Plan that adds 1,300,000 shares to the existing plan and removes its fixed term. All nine director nominees were elected, and shareholders also approved the advisory executive compensation vote and ratified Ernst & Young LLP as auditor for 2026. The plan changes increase the shares available for future awards and raise certain award and director compensation limits.
Plan amendment approved with 29,208,378 votes for and 3,558,157 against, plus 66,912 abstentions
Plan adds 1,300,000 shares, removes the fixed term, raises annual award limits, raises the non-employee director compensation limit, and makes consultants eligible
Quorum of 34,016,938 of 35,523,634 record-date shares; Paul G. Yovovich received 31,393,054 for and 1,418,752 against
Ernst & Young LLP ratified for fiscal year ending December 31, 2026 with 32,472,609 votes for
On March 12, 2026, GABX Leasing LLC, a joint venture of GATX and Brookfield, issued $500 million of 4.625% senior notes due 2031 and $500 million of 5.300% senior notes due 2036, with GATX fully guaranteeing both series. Estimated net proceeds of $989.5 million will repay part of a term loan under the issuer's credit agreement. The filing contains no earnings or guidance figures.
Two $500 million note series issued March 12, 2026: 4.625% due April 15, 2031 and 5.300% due April 15, 2036
Issue prices were 99.860% of par for the 2031 notes and 99.799% for the 2036 notes
Estimated net proceeds of $989.5 million will be used to repay part of the issuer's term loan
GATX guarantees the notes on a senior unsecured basis; interest is payable semi-annually starting October 15, 2026
GATX reported fourth-quarter 2025 net income of $97.0 million, or $2.66 per diluted share, up from $76.5 million, or $2.10, a year earlier. Full-year net income was $333.3 million, or $9.12 per diluted share, compared with $284.2 million, or $7.78 in 2024. The board raised the quarterly dividend 8.2% to $0.66 per share and approved a new $300 million share repurchase authorization, and the company gave 2026 guidance of $9.50 to $10.10 per diluted share.
Q4 2025 net income $97.0 million, or $2.66 per diluted share, vs. $76.5 million, or $2.10, in Q4 2024
Full-year 2025 net income $333.3 million, or $9.12 per diluted share, vs. $284.2 million, or $7.78, in 2024
2026 earnings guidance of $9.50 to $10.10 per diluted share, including $0.20 to $0.30 from the Wells Fargo transaction
Quarterly dividend of $0.66 per share payable March 31, 2026, to holders of record March 2, 2026; new $300 million buyback authorization
GATX and Brookfield Infrastructure closed the acquisition of Wells Fargo's rail operating lease portfolio on January 1, 2026, through a joint venture in which GATX holds an interest. GATX guaranteed the joint venture's $3.0 billion unsecured term loan, which was fully drawn at closing. GATX expects the deal to be modestly accretive to earnings per share in the first full year after closing, with larger contributions in later years.
Portfolio of about 101,000 railcars; purchase price about $4.2 billion, per GATX's January 5, 2026 press release
Joint venture drew $3.0 billion from an unsecured term loan maturing December 31, 2030; $250 million revolver undrawn at closing
GATX guarantees the joint venture's credit agreement and will serve as exclusive manager of the rail portfolio
GATX will provide 2026 full-year guidance and further deal details on its Q4 2025 earnings call
GATX agreed under an underwriting agreement dated October 22, 2025, to sell $400 million of senior notes in two tranches, and the notes were delivered against payment on October 24, 2025. The offering adds to debt outstanding and is a financing event rather than an operating change, so its effect on shareholders depends on how the proceeds are used, which the filing does not state.
$200 million of 5.500% Senior Notes due 2035, added to an existing series to total $700 million outstanding
$200 million of 6.050% Senior Notes due 2054, added to existing series to total $900 million outstanding
Notes issued under the 2008 indenture with U.S. Bank Trust Company, National Association, as trustee, under a shelf registration on Form S-3
Underwriters: BofA Securities, Citigroup Global Markets and Morgan Stanley & Co. LLC
GATX reported third-quarter 2025 net income of $82.2 million, or $2.25 per diluted share, down from $89.0 million, or $2.43 per share, a year earlier, while revenue rose to $439.3 million from $405.4 million. The company reiterated its 2025 full-year earnings guidance of $8.50-$8.90 per diluted share, which excludes tax adjustments and other items. Nine-month diluted EPS rose to $6.46 from $5.68, but the quarterly decline and lower Rail North America segment profit weigh against the year-to-date gain.
Q3 2025 revenue was $439.3 million versus $405.4 million in Q3 2024; net income was $82.2 million versus $89.0 million.
Excluding tax adjustments and other items, Q3 2025 diluted EPS was $2.10 versus $2.50 in Q3 2024, according to the company's non-GAAP figures.
Rail North America segment profit fell to $70.7 million from $102.4 million, while Engine Leasing rose to $60.4 million from $37.5 million.
The Wells Fargo rail operating lease asset acquisition is on track to close in the first quarter of 2026 or sooner.
GATX reported second-quarter 2025 net income of $75.5 million, or $2.06 per diluted share, up from $44.4 million, or $1.21, a year earlier, and raised its full-year 2025 earnings guidance to $8.50 to $8.90 per diluted share. Total revenues rose to $430.5 million from $386.7 million, while Rail Europe fleet utilization fell to 93.3% from 95.8% a year earlier. For shareholders, the higher guidance reflects year-to-date results and expected stronger second-half performance at Engine Leasing.
Q2 2025 net income was $75.5 million, or $2.06 per diluted share, compared with $44.4 million, or $1.21, in Q2 2024.
Q2 2025 total revenues were $430.5 million, compared with $386.7 million in Q2 2024.
2025 full-year diluted EPS guidance was raised to $8.50 to $8.90, excluding tax benefits and other items and the pending Wells Fargo rail asset acquisition.
The Brookfield Infrastructure joint venture to acquire Wells Fargo's rail assets is expected to close in Q1 2026 or sooner, subject to regulatory approvals.
GATX Corporation elected Robert S. Wetherbee as a director on July 13, 2025, effective immediately, and assigned him to its Audit and Compensation Committees. The filing says the board is now nine members and that Wetherbee is independent under New York Stock Exchange rules, with no related-party transactions requiring disclosure at this time.
Wetherbee was elected July 13, 2025, with his initial term expiring at the 2026 annual meeting of shareholders.
He joins the Audit and Compensation Committees and will receive standard non-employee director compensation.
He is executive chairman of ATI Inc. and previously served as its president and chief executive officer from January 2019.
GATX Corporation entered into a Commitment Increase Supplement on June 30, 2025, to its existing Five Year Credit Agreement. M&T Bank, as increasing lender, added a $32 million revolving credit commitment, raising total revolving commitments under the agreement from $600 million to $632 million. The filing describes this as a routine expansion of existing credit capacity rather than a change in the company's financial results.
Increasing lender M&T Bank added a $32 million revolving credit commitment on June 30, 2025.
Aggregate revolving credit commitments under the Credit Agreement rose from $600 million to $632 million.
The Credit Agreement is dated May 21, 2024, with Citibank, N.A. as administrative agent.
The full Commitment Increase Supplement is filed as Exhibit 10.1.
GATX agreed on May 29, 2025 to acquire about 105,000 railcars from Wells Fargo for $4.4 billion through a new joint venture with Brookfield Infrastructure, in which GATX holds 30% and Brookfield 70%. Closing is expected in the first quarter of 2026 or sooner, subject to regulatory approvals, and GATX expects the deal to be modestly accretive to earnings per share in the first full year after closing.
Purchase price is $4.4 billion for about 105,000 railcars; GATX's initial equity contribution is about $400 million
Joint venture financing includes a $3.2 billion 5-year unsecured term loan and a $250 million unsecured revolving credit facility
Termination fee of $275 million is payable by the JV in certain circumstances; GATX would bear 50% if payable
Outside Date is June 1, 2026, subject to a three-month extension in certain circumstances
GATX reported first-quarter 2025 net income of $78.6 million, or $2.15 per diluted share, up from $74.3 million, or $2.03 per diluted share, a year earlier. Total revenues rose to $421.6 million from $379.9 million, and the company reiterated its 2025 full-year earnings guidance of $8.30 to $8.70 per diluted share, excluding tax adjustments and other items.
Q1 2025 net income $78.6 million vs. $74.3 million in Q1 2024
Diluted EPS $2.15 vs. $2.03 in Q1 2024; the 2024 figure included a $0.02 benefit from tax adjustments and other items
Total revenues $421.6 million vs. $379.9 million a year earlier
2025 full-year diluted EPS guidance of $8.30 to $8.70 reiterated; Rail North America fleet utilization 99.2% at March 31, 2025
GATX agreed under an underwriting agreement dated February 4, 2025 to sell $500 million of 5.500% Senior Notes due 2035 and $300 million of 6.050% Senior Notes due 2054, with delivery against payment on February 6, 2025. The 2054 notes will form a single series with $400 million issued June 5, 2024, bringing the total outstanding 2054 notes to $700 million, which adds to the company's debt load.
$500 million of 5.500% Senior Notes due 2035 offered
$300 million of 6.050% Senior Notes due 2054 offered, fungible with $400 million issued June 5, 2024
Aggregate 2054 notes outstanding to total $700 million on completion
Notes issued under a 2008 indenture with U.S. Bank Trust Company, National Association, as trustee
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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