UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 13, 2025

GATX Corporation

(Exact name of registrant as specified in its charter)

New York

1-2328

36-1124040

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant’s telephone number, including area code)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	GATX	New York Stock Exchange
		Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 13, 2025, the Board of Directors (the “Board”) of GATX Corporation (the “Company”) elected Robert S. Wetherbee as a director and assigned him to its Audit and Compensation Committees, effective immediately. Mr. Wetherbee’s initial term as a director will expire at the 2026 annual meeting of the Company’s shareholders, at which time his continued Board service will be subject to renomination and shareholder approval. With the election of Mr. Wetherbee, the size of the Board is now nine members.

The Board has determined that Mr. Wetherbee is independent under the applicable independence requirements of the New York Stock Exchange. There are no transactions in which Mr. Wetherbee has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, at this time.

The selection of Mr. Wetherbee was not pursuant to any arrangement or understanding between him and any other person. The Governance Committee of the Board recommended Mr. Wetherbee to the full Board as a nominee for election, and an internationally-recognized third-party search firm engaged by the Governance Committee provided assistance in identifying him as a potential Board candidate.

Mr. Wetherbee will participate in the Company’s standard non-employee director compensation arrangements described in the section entitled “Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 14, 2025.

Item 7.01 Regulation FD Disclosure.

On July 14, 2025, the Company issued a press release announcing the director election described above under Item 5.02. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description
99.1						Press release of GATX Corporation dated July 14 , 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



GATX CORPORATION
(Registrant)

/s/ Thomas A. Ellman
Thomas A. Ellman
Executive Vice President and Chief Financial Officer

July 14, 2025

GATX CORP 8-K