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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-2328

GATX Corporation

(Exact name of registrant as specified in its charter)


New York			36-1124040
(State or Other Jurisdiction of incorporation or Organization)			(I.R.S. Employer Identification No.)

233 South Wacker Drive

Chicago, IL 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant's telephone number, including area code)

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
	GATX	NYSE Texas, Inc

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately $5.4 billion as of June 30, 2025.

There were 35.5 million common shares outstanding at January 31, 2026.

DOCUMENTS INCORPORATED BY REFERENCE


GATX’s definitive Proxy Statement to be filed on or about March 13, 2026			PART III

GATX CORPORATION

2025 FORM 10-K

INDEX


Item No.		Page
	Forward-Looking Statements	1
Part I
Item 1.	Business	2
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	23
Item 1C.	Cybersecurity	23
Item 2.	Properties	25
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters , and Issuer Purchases of Equity Securities	26
Item 6.	[Reserved]	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	Discussion of Operating Results	29
	Change in Net Operating Assets and Facilities	44
	Cash Flow Discussion	44
	Liquidity and Capital Resources	46
	Critical Accounting Policies and Estimates	50
	New Accounting Pronouncements	52
	Non-GAAP Financial Measures	52
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110
Item 9A.	Controls and Procedures	110
Item 9B.	Other Information	112
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	112
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	112
Item 11.	Executive Compensation	112
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	112
Item 13.	Certain Relationships and Related Transactions, and Director Independence	113
Item 14.	Principal Accountant Fees and Services	113
Part IV
Item 15.	Exhibits, Financial Statement Schedules	114
Item 16.	Form 10-K Summary	116
	Signatures	117

FORWARD-LOOKING STATEMENTS

Statements in this report not based on historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. Forward-looking statements include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "outlook," "continue," "likely," "will," "would," and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements, except to the extent required by applicable law.

The following factors, among others and in addition to the risks, uncertainties, and other important factors discussed under "Risk Factors" and elsewhere in this report and in our other filings with the U.S. Securities and Exchange Commission ("SEC"), could cause actual results to differ materially from our current expectations expressed in forward-looking statements:


•a significant decline in customer demand for our transportation assets or services, including as a result of: ◦prolonged inflation or deflation ◦high interest rates ◦weak macroeconomic conditions and world trade policies ◦weak market conditions in our customers' businesses ◦adverse changes in the price of, or demand for, commodities ◦changes in railroad operations, efficiency, pricing and service offerings ◦changes in, or disruptions to, supply chains ◦availability of pipelines, trucks, and other alternative modes of transportation ◦changes in conditions affecting the aviation industry, including geopolitical tensions or conflicts, geographic exposure and customer concentrations ◦customers' desire to buy, rather than lease, our transportation assets ◦other operational or commercial needs or decisions of our customers •reduced demand for our rail assets resulting from a change in pricing, service offerings, or operating conditions of North American railroads •competitive factors in our primary markets •threatened or implemented changes in tariffs or other global trade policies •higher costs associated with increased assignments of our transportation assets following non-renewal of leases or a significant increase in compliance-based maintenance events •events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure •financial and operational risks associated with long-term purchase commitments for transportation assets •reduced opportunities to generate asset remarketing income •inability to successfully consummate and manage ongoing acquisition and divestiture activities, including the recent acquisition of the Wells Fargo fleet						•reliance on Rolls-Royce in connection with our aircraft spare engine leasing businesses •potential obsolescence of our assets •risks related to our international operations and expansion into new geographic markets, including laws, regulations, tariffs, taxes, treaties or trade barriers affecting our activities in the countries where we do business •failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees •inability to attract, retain, and motivate qualified personnel, including key management personnel •inability to protect our information technology from cybersecurity threats •risks posed by artificial intelligence •exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving transportation assets •changes in, or failure to comply with, laws, rules, and regulations •environmental liabilities and remediation costs •operational, functional and regulatory risks associated with climate change, severe weather events, and other environmental concerns •risks associated with sustainability concerns •U.S. and global political conditions and the impact of increased geopolitical tension, civil unrest and armed conflict on domestic and global economic conditions •prolonged inflation or deflation or interest rate increases •deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs •fluctuations in foreign exchange rates •inability to obtain cost-effective insurance •changes in assumptions, increases in funding requirements or investment losses in our pension and post-retirement plans •inadequate allowances to cover credit losses in our portfolio •asset impairment charges we may be required to recognize •inability to maintain effective internal control over financial reporting and disclosure controls and procedures •risks of a widespread health crisis

PART I

Item 1. Business

GENERAL

GATX Corporation ("GATX," the "Company," "we," "us," "our," and similar terms), a New York corporation founded in 1898, is a leading global railcar lessor, owning fleets in North America, Europe, and India. In addition, through GATX Engine Leasing ("GEL"), our wholly owned aircraft spare engine leasing business, and our joint ventures with Rolls-Royce plc (or affiliates thereof, collectively “Rolls-Royce”), we own one of the largest aircraft spare engine lease portfolios in the world. We report our financial results through three primary business segments: Rail North America, Rail International, and Engine Leasing. Financial results for our tank container leasing business ("Trifleet") are reported in the Other segment.

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.

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

The following description of our business should be read in conjunction with the information contained in our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 and the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

At December 31, 2025, we had total assets of $18.0 billion, composed largely of railcars.

OPERATIONS

GATX RAIL BUSINESS OVERVIEW

Our wholly owned fleet of approximately 156,000 railcars is one of the largest railcar lease fleets in the world. We lease tank cars, freight cars, and locomotives in North America, tank cars and freight cars in Europe, and freight cars in India. The following table sets forth our worldwide rail fleet data as of December 31, 2025:


	Tank Railcars	Freight Railcars	Total Fleet	Managed Railcars	Total Railcars	Locomotives
Rail North America	63,328	44,297	107,625	288	107,913	627
Rail International	23,437	25,212	48,649	7	48,656	—
Total	86,765	69,509	156,274	295	156,569	627

Our rail customers primarily operate in the transportation, chemical, petroleum, and food/agriculture industries. Our worldwide railcar fleet consists of diverse railcar types that our customers use to ship more than 580 different commodities. The following table presents an overview of our railcar types as well as the industries of our customers and the commodities they ship.

General-Service Tank Cars

High-Pressure Tank Cars

Specialty Tank Cars

Specialty/Pneumatic Covered Hoppers

Gravity Covered Hoppers

Open-Top Cars

Boxcars

Flatcars/Intermodal Railcars

Principal Industries Served

Petroleum/Bio-fuels

Petroleum

Chemical

Plastics

Agriculture

Energy

Food

Automotive

Chemical

Petroleum

Food

Energy

Steel

Consumer Goods

Manufactured Goods

Food

Mining

Industrial

Construction

Forest Products

Consumer Goods

Agriculture

Construction

Forest Products

Packaging

Energy

Construction

Food

Construction

Steel

Principal Commodities

Petroleum Products

Liquefied Petroleum Gas Products

Sulfuric Acid

Plastics

Fertilizer

Coal

Packaged Food and Beverages

Vehicles

Fertilizer Products

Propylene

Molten Sulfur

Flour

Grain

Metals and Related

Paper and Packaging

Packaged Goods

Ethanol/
Bio-fuels

Vinyl Chloride Monomer

Hydrochloric Acid

Sugar

Sand

Aggregates

Lumber and Building Products

Lumber

Edible Oils and Syrups

Miscellaneous Chemicals

Caustic Soda

Starch

Cement, Granules

Coke

Mixed Freight

Steel Products

Chemicals

Phosphoric Acid

Carbon Black

Soda Ash

Waste

Mixed Freight

Approximately 156,000 Railcars as of 12/31/2025

Based on 2025 Combined Rail North America and Rail International Revenues

RAIL NORTH AMERICA

Rail North America is composed of our operations in the United States, Canada, and Mexico. Rail North America primarily provides railcars pursuant to full-service leases under which it maintains the railcars, pays ad valorem taxes, and provides other ancillary services. These railcars have estimated economic useful lives of 27 to 45 years and an average age of approximately 17 years. Rail North America has a large and diverse customer base, serving approximately 800 customers. In 2025, one customer accounted for more than 5% of Rail North America’s total lease revenue, and the top ten customers combined accounted for approximately 25% of Rail North America’s total lease revenue. Rail North America leases railcars for terms that generally range from one to ten years, which vary based on railcar type, lease structure, and market conditions. The average remaining lease term of the North American fleet was approximately 43 months as of December 31, 2025. Rail North America’s primary competitors in railcar leasing are Union Tank Car Company, CIT Rail, Trinity Industries Leasing Company, and American Industrial Transport. Rail North America competes primarily on the basis of availability of railcars, maintenance capabilities, lease rate, lease structures, customer relationships, and engineering expertise.

Rail North America purchases new railcars from a number of manufacturers, including Trinity Rail Group, LLC ("Trinity"), a subsidiary of Trinity Industries, Inc., The Greenbrier Companies, Inc. ("Greenbrier") and its subsidiaries, National Steel Car Ltd., and FreightCar America, Inc. We also acquire new and used railcars in the secondary market.

In 2022, we entered into a long-term railcar supply agreement with 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 is scheduled to 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 December 31, 2025, 8,133 railcars have been ordered pursuant to the terms of the agreement, of which 5,720 have been delivered.

Rail North America also owns a fleet of locomotives, consisting of 567 four-axle and 60 six-axle locomotives as of December 31, 2025. Locomotive customers are primarily regional and short-line railroads and industrial users. Lease terms vary from month-to-month to ten years. As of December 31, 2025, the average remaining lease term of the locomotive fleet was approximately 24 months. Rail North America's primary competitors in locomotive leasing are CIT Rail and LTEX Rail. Competitive factors in the market include availability of locomotives, lease rates, customer service, and maintenance.

Maintenance

Rail North America operates an extensive network of maintenance facilities in the United States and Canada dedicated to performing safe, timely, efficient, and high-quality railcar and locomotive maintenance services for customers. Railcar services include interior cleaning of railcars, routine maintenance and general repairs to the car body and safety appliances, regulatory compliance work, wheelset replacements, interior blast and lining, exterior blast and painting, and car stenciling. Locomotive services include a full suite of mechanical repairs, as well as periodic inspections. To the extent possible, maintenance is scheduled in a manner that minimizes the amount of time the asset is out of service.

At December 31, 2025, Rail North America’s maintenance network consisted of:

•Six major maintenance facilities that can complete nearly all types of railcar maintenance services;

•One smaller railcar maintenance facility with more limited capabilities;

•Three customer-dedicated sites (two locomotive-oriented and one railcar-oriented) operating within customer facilities that offer services tailored to the needs of such customers' fleets; and

•Three locations (two locomotive-oriented and one railcar-oriented) with mobile units that travel to field locations to provide services tailored to the needs of our customers' fleets.

The maintenance network is supplemented by a number of preferred third-party maintenance providers and railroads. In 2025, third-party maintenance network expenses accounted for approximately 23% of Rail North America’s total maintenance network expenses, excluding repairs performed by the railroads. In 2025, wholly owned and third-party maintenance facilities performed approximately 36,000 service events, including in some cases multiple independent service events for the same railcar.

Our maintenance activities are primarily dedicated to servicing our wholly owned railcar and locomotive fleet pursuant to the provisions of our lease contracts. This may include services that are not included in the full-service lease agreement, such as repairs of railcar or locomotive damage or other customer-specific requirements. Revenue earned from these types of maintenance services is recorded in other revenue. We also perform maintenance and repair activities on railcars and locomotives owned by third parties.

Affiliates

GATX is a co-founder of and, as of December 31, 2025, owns a 10% share in the RailPulse LLC ("RailPulse") joint venture. RailPulse's owners consist of a coalition of North American railcar owners, including leasing companies, shippers, short lines, and Class I railroads. The RailPulse joint venture was formed to create an industry-wide telematics platform to enable the use of telematics devices to gather data and enhance rail safety and the value proposition for rail shippers across North America. The financial results of RailPulse are not material to GATX.

As noted above, as part of the acquisition of Wells Fargo's rail operating lease portfolio, GATX entered into a newly formed joint venture, GABX, with Brookfield. As of December 31, 2025, GATX owns a 30% share of GABX, with the option to acquire up to 100% of GABX's equity over time. GABX is consolidated and is reported within the Rail North America segment.

RAIL INTERNATIONAL

Rail International is composed of our operations in Europe ("GATX Rail Europe" or "GRE"), India ("Rail India"), and until January 31, 2023, Russia ("Rail Russia"). GRE primarily leases railcars to customers throughout Europe pursuant to full-service leases under which it maintains the railcars and provides value-added services according to customer requirements. As of December 31, 2025, GRE owned 36,484 railcars with estimated useful lives of 32 to 40 years and an average age of approximately 17 years. GRE has a diverse customer base with approximately 300 customers. In 2025, one customer accounted for approximately 17% of GRE's total lease revenue and the top ten customers combined accounted for approximately 47% of GRE's total lease revenue. GRE's lease terms generally range from one to ten years and, as of December 31, 2025, the average remaining lease term of the European fleet was approximately 26 months. GRE's primary competitors are VTG Aktiengesellschaft, Streem (formerly known as the Ermewa Group), Wascosa AG, and Touax. GRE competes principally on the basis of availability of railcars, customer relationships, lease rate, lease structure, engineering, and maintenance expertise.

GRE acquires new railcars primarily from Gök Yapi San. Tic. a.s., Greenbrier-Astra Rail (Wagony Swidnica sp. z.o.o and Astra Rail Industries S.A.), Duro Dakovic, and Tatravagonka a.s. Additionally, GRE's Ostróda, Poland maintenance facility assembles tank cars each year. As of December 31, 2025, GRE had commitments to acquire from third parties, primarily from Gök Yapi San. Tic. a.s., Greenbrier-Astra Rail, Duro Dakovic and Tatravagonka a.s., 746 newly manufactured railcars scheduled to be delivered in 2026.

In the fourth quarter of 2025, GRE 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.

As of December 31, 2025, Rail India owned 12,165 railcars with estimated useful lives of 15 to 30 years. Rail India's leases are net leases, under which the lessee assumes responsibility for maintenance of the railcars, and have terms generally ranging from five to fifteen years. As of December 31, 2025, the average remaining lease term of the Indian fleet was approximately 75 months. Rail India has a customer base of 20 customers in the automotive, container, steel, cement, and bulk commodities transport sector, as well as one customer in the public sector. As of December 31, 2025, Rail India had entered into contracts to acquire 665 railcars to be delivered in 2026, all of which have committed leases in place with customers.

Maintenance

GRE operates a maintenance facility in Ostróda, Poland that performs significant repairs, regulatory compliance, and modernization work for our owned railcars and assembles railcars for GRE's fleet. This facility is supplemented by an extensive network of third-party repair facilities. The third-party repair facilities accounted for approximately 68% of GRE's total maintenance network expenses in 2025.

Similar to our Rail North America segment, GRE's customers periodically require maintenance services that are not included in the full-service lease agreement. These services are generally related to the repair of railcar damage caused by customers and railways, as well as customer-specific requirements. Revenue earned from these maintenance activities is recorded in other revenue.

In India, all railcar maintenance is performed by Indian Railways or third-parties authorized by Indian Railways, in accordance with regulatory requirements.

ENGINE LEASING

Engine Leasing is composed primarily of the Rolls-Royce & Partners Finance joint ventures (collectively, the "RRPF affiliates") that lease aircraft spare engines and GEL, our wholly owned aircraft spare engine leasing business.

Affiliates

The RRPF affiliates are a group of 50% owned domestic and foreign joint ventures with Rolls-Royce, a leading manufacturer of commercial aircraft jet engines. The RRPF affiliates are primarily engaged in leasing of aircraft spare engines directly to a diverse group of commercial aircraft operators worldwide and leasing of aircraft spare engines to Rolls-Royce for use in their engine maintenance programs. As of December 31, 2025, the RRPF affiliates, in aggregate, owned 456 engines, of which 182 were on lease to Rolls-Royce. Aircraft engines have an estimated economic useful life of 25 to 30 years. As of December 31, 2025, the average age of these engines was approximately 11 years. Lease terms vary, but typically range from 5 to 12 years. The RRPF affiliates are staffed and managed by seconded Rolls-Royce employees, who also oversee any required maintenance activities.

Owned Assets

GEL is our wholly owned entity that invests directly in aircraft spare engines. As of December 31, 2025, GEL owned 46 aircraft spare engines, with 21 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. These aircraft spare engines have an estimated economic useful life of 25 to 30 years. As of December 31, 2025, the average age of these engines was approximately 5 years. The average remaining lease term of engines on long-term leases as of December 31, 2025 was approximately 5 years. All engines at GEL are managed by the RRPF affiliates.

Historically, Engine Leasing had marine assets (the "Specialized Gas Vessels") that were utilized to transport pressurized gases and chemicals, such as liquefied petroleum gas and ethylene, primarily on short-term spot contracts and medium-term charters and contracts of affreightment for major oil and chemical customers worldwide. As of December 31, 2023, we had sold all of our marine assets.

OTHER

Trifleet owns and manages tank containers that are leased to a diverse base of approximately 300 customers in the chemical, industrial gas, energy, food, cryogenic and pharmaceutical industries, and transport and logistic operators. These tank containers have estimated useful lives of 15 to 25 years and an average age of approximately 8 years. Trifleet's lease terms generally range from one to five years and, as of December 31, 2025, the average remaining lease term was approximately 23 months. Trifleet manages tank containers on behalf of a limited number of third-party container investors under long-term agreements. Under these agreements, Trifleet earns fees for managing these investor-owned fleets, and provides various services, including the sourcing of new containers and customers, leasing and remarketing of tank containers, and arranging inspection and maintenance services. Trifleet's primary competitors are Exsif, Eurotainer, Raffles, Seaco, CS Leasing, and Peacock.

Trifleet acquires new tank containers primarily from China International Marine Containers (Group) Ltd., Jingjiang Asian-Pacific Logistics Equipment Co., Ltd., and Nantong Tank Container Co., Ltd.. As of December 31, 2025, Trifleet had commitments to acquire 930 newly manufactured tank containers from from third-parties to be delivered in 2026 and 2027.

TRADEMARKS AND PATENTS

Patents, trademarks, and licenses are not material to our businesses taken as a whole.

SEASONAL NATURE OF BUSINESS

GATX's business is not materially impacted by seasonality of operations.

CUSTOMER BASE

GATX, taken as a whole, is not dependent upon a single customer nor does it have any significant customer concentrations. Segment concentrations, if material, are described above.

See "Note 14. Concentrations" in Part II, Item 8 of this Form 10-K for additional information.

HUMAN CAPITAL

The strength of our workforce is a significant contributor to our success. To facilitate talent attraction and retention, we endeavor to make GATX an inclusive and safe workplace that recognizes and fosters innovation and a variety of viewpoints while providing employees with opportunities to grow and develop in their careers. This is supported by efforts to promote competitive compensation, a range of benefits, health and wellness offerings, and programs that build connections between our employees and their communities.

Employees and Employee Relations

As of December 31, 2025, we employed 2,371 persons globally, of whom approximately 39% were union workers covered by collective bargaining agreements. The hourly employees at our U.S. service centers are represented by the United Steelworkers. Employees at three of Rail North America's Canadian service centers are represented by Unifor and the Employee Shop Committee of Rivière-des-Prairies. Certain employees of GATX Rail Europe are represented by one union in Poland.

See "Note 14. Concentrations" in Part II, Item 8 of this Form 10-K for additional information about our employees and concentration of labor force.

Our People

GATX is committed to fostering an inclusive environment where employees feel valued and welcomed to be their best personally and professionally. In recent years, GATX has committed to strengthening its culture through a variety of projects and processes, including:

•aiming to cultivate an inclusive environment where everyone can contribute their full range of knowledge, experiences, and perspectives in order to attract and retain talent, drive innovation and enhance business outcomes;

•utilizing structured and transparent hiring practices that seek to attract top-tier talent;

•conducting annual compensation reviews for professional, managerial, and executive level positions;

•regularly conducting employee engagement surveys; and

•supporting our employees' learning and career growth through a comprehensive approach that includes organization-wide training, specialized programs for emerging leaders and people managers, and an extensive selection of e-learning opportunities.

Talent Development and Retention

We champion learning and career growth for our employees, as we believe the talent and efforts of our employees drive the success of our business. We believe the long tenure of many GATX employees is an attestation to the organization's culture and career opportunities. Employees are supported with a multi-tiered approach to learning. For example, managers receive training on topics such as performance management and goal-setting, while employees in our maintenance facilities have access to certification programs that enable their career progression. Career success profiles provide transparency into what it takes to be successful at GATX as an individual contributor and also as a leader. Our talent development programs are designed to provide employees with the resources they need to help achieve their career goals, build management skills, and lead their organizations, as well as to facilitate readiness for potential successors within our leadership pipelines.

Compensation and Benefits

GATX provides comprehensive compensation and benefits programs to support our employees’ overall well-being. In addition to offering competitive salaries, GATX provides employees with annual bonuses, stock awards, a matched 401(k) plan, comprehensive health insurance, prescription drug coverage, health savings accounts, and paid time off. Our retirement program includes pension plans, a health reimbursement account, and pre-65 medical plan for employees retiring from the Company. Other benefits include life, disability, and accident insurance, paid parental leave, identity theft coverage, flexible time off, adoption assistance, tuition reimbursement, and hybrid work environments.

Safety

GATX strives to maintain the highest levels of safety by fostering a culture that makes safety a top priority. GATX utilizes a continuous improvement methodology to identify environment, health, and safety hazards, evaluate the risks, implement control measures, and drive improvement initiatives.

We continue to strive to ensure that our railcar maintenance facility employees, who are essential workers in the rail industry, can safely perform their jobs every day.

GATX continues to be recognized as a Responsible Care Partner by the American Chemistry Council ("ACC") and the Chemistry Industry Association of Canada ("CIAC") and is an active participant in the Transportation Community Awareness and Emergency Response ("TRANSCAER") initiative, a national outreach effort assisting communities to prepare for and respond to possible hazardous materials transportation incidents. Additionally, GATX offers training to educate personnel on workplace hazards, safe work practices, and their environmental, health, and safety impacts in work areas. We hold training events at customer locations across North America through the use of our TankTrainer™ mobile classroom.

Community Commitment

We believe that building connections between our employees and their communities creates a more meaningful, fulfilling, and productive workplace. GATX has a long history of supporting causes in communities where our employees live and work, establishing a company culture that values strong corporate citizenship. We invest in programs that strengthen education, promote environmental stewardship, and support local nonprofits, but our commitment extends beyond financial support. Every year, our local offices organize opportunities for employees to volunteer and give back in their communities. In addition to Company-sponsored volunteer activities, we offer eligible employees at our North America corporate locations one paid day off per year to volunteer for a cause that is personally meaningful to them. We strive to create lasting partnerships that address community needs and foster resilience. By empowering employees to take an active role in these efforts, we reinforce our belief that corporate success and community well-being go hand in hand.

SUSTAINABILITY

We are committed to growing our business in a sustainable and socially responsible manner, and we believe this can help promote our performance over the long term. We demonstrate our commitment through our programs and initiatives. A multi-functional team meets periodically as a committee to develop, assess, and prioritize sustainability topics that are important to our business and our stakeholders and to continually improve both the measurement and transparency of our sustainability disclosures and practices. The Governance Committee of GATX’s Board of Directors (the "Board" or "Board of Directors") has primary oversight responsibility for our ongoing and developing sustainability efforts. We maintain a Sustainability page on our website (www.gatx.com) to provide relevant information, including policies and key performance data, to our stakeholders. GATX issues an annual Sustainability Accounting Standards Board ("SASB") report, which can be found on our website, that discloses metrics related to relevant sustainability factors. Nothing on our website shall be deemed incorporated by reference into this Form 10-K.

ENVIRONMENTAL MATTERS

Our operations, facilities, and properties are subject to extensive federal, state, local, and foreign environmental laws and regulations. These laws cover discharges to waters, air emissions, toxic substances, the generation, handling, storage, transportation, and disposal of waste and hazardous materials, and the investigation and remediation of contamination. These laws have the effect of increasing the cost and liability associated with leasing and operating assets, and violations can result in significant fines, penalties, or other liabilities. Environmental risks and compliance with applicable environmental laws and regulations are inherent in the use of rail and other transportation assets, which can involve transporting chemicals and other hazardous materials.

We are subject to, and may from time to time continue to be subject to, environmental cleanup and enforcement actions in the United States and in other countries in which we operate. In particular, the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), also known as the Superfund law, generally imposes joint and several liability for investigation, cleanup, and enforcement costs on current and former owners and operators of a site, without regard to fault or the legality of the original conduct. Accordingly, we have been and may, in the future, be named as a potentially responsible party under CERCLA and other federal, state, local, and foreign laws or regulations for all or a portion of the costs to investigate and clean up sites at which certain contaminants may have been discharged or released by us, our current lessees, former owners or lessees of properties, or other third parties. Environmental remediation and other environmental costs are accrued when considered probable and amounts can be reasonably estimated. As of December 31, 2025, environmental costs were not material to our financial position, results of operations, or cash flows. For further discussion, see "Note 24. Legal Proceedings and Other Contingencies" in Part II, Item 8 of this Form 10-K.

We recognize that climate risks, including related regulatory action, have the potential to impact our leasing businesses and maintenance operations. GATX continues to evaluate and assess business, operational, and strategic risks associated with climate change and reports on key environmental data. We publish Scope 1 and Scope 2 greenhouse gas emissions and continue to work on assessing our full value chain impacts on the environment in an effort to identify opportunities to reduce those impacts.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following information regarding our executive officers is included in Part I in lieu of inclusion in our definitive Proxy Statement:


Name	Offices Held	Position Held Since	Age
Robert C. Lyons	President and Chief Executive Officer	2022	62
Thomas A. Ellman	Executive Vice President and Chief Financial Officer	2018	57
Brian L. Glassberg	Executive Vice President, General Counsel and Secretary	2022	51
Kim Nero	Executive Vice President and Chief Human Resources Officer	2021	51
Paul F. Titterton	Executive Vice President and President, Rail North America	2022	50
Niyi A. Adedoyin	Senior Vice President and Chief Information Officer	2016	58
Kevin J. Hillesland	Senior Vice President, Structured Finance	2023	62
Christopher M. LaHurd	Senior Vice President, International	2024	43
Jennifer M. McManus	Senior Vice President, Controller and Chief Accounting Officer	2020	46
Geoffrey D. Phillips	Senior Vice President, Operations	2023	57
John M. Sbragia	Senior Vice President, Engineering and Quality	2023	55
Jennifer L. Van Aken	Senior Vice President, Treasurer and Chief Risk Officer	2020	51
Jeffery R. Young	Senior Vice President and Chief Tax Officer	2018	63
Robert A. Zmudka	Senior Vice President and Chief Commercial Officer	2018	58

•Mr. Lyons was elected President and Chief Executive Officer and as a director effective April 2022. Previously, Mr. Lyons served as Executive Vice President and President, Rail North America from 2018 to April 2022, Executive Vice President and Chief Financial Officer from 2012 to 2018, Senior Vice President and Chief Financial Officer from 2007 to 2012, Vice President and Chief Financial Officer from 2004 to 2007, Vice President, Investor Relations from 2000 to 2004, Project Manager, Corporate Finance from 1998 to 2000, and Director of Investor Relations from 1996 to 1998. Mr. Lyons has served as a director of Packaging Corporation of America since 2011.

•Mr. Ellman was elected Executive Vice President and Chief Financial Officer effective August 2018. Previously, Mr. Ellman served as Executive Vice President and President, Rail North America from 2013 to August 2018, Senior Vice President and Chief Commercial Officer from 2011 to 2013, and Vice President and Chief Commercial Officer from 2006 to 2011. Prior to re-joining GATX in 2006, Mr. Ellman served as Senior Vice President and Chief Risk Officer and Senior Vice President, Asset Management of GE Equipment Services, Railcar Services and held various positions at GATX in the GATX Rail Finance Group.

•Mr. Glassberg was elected Executive Vice President, General Counsel and Secretary effective December 2022. Since joining GATX in 2011, Mr. Glassberg has served in various leadership roles within the law department, including as Deputy General Counsel from April 2021 to November 2022 and Associate General Counsel from 2015 to March 2021. Prior to joining GATX, Mr. Glassberg was an associate in the corporate department of the Washington, DC and Chicago, IL offices of Latham & Watkins, LLP.

•Ms. Nero was elected Executive Vice President and Chief Human Resources Officer effective May 2021. Prior to joining GATX, Ms. Nero served as Vice President, Human Resources at Ferrara Candy Company from 2017 to April 2021. Prior to that, she held positions in sales and then went on to lead global human resources functions in the financial, pharmaceutical, consumer packaged goods, and manufacturing industries at Discover, EVRAZ, Eli Lilly, and SC Johnson Wax.

•Mr. Titterton was elected Executive Vice President and President, Rail North America effective April 2022. Previously, Mr. Titterton served as Senior Vice President and Chief Operating Officer, Rail North America from 2018 to April 2022, Senior Vice President and Chief Commercial Officer, Rail North America from 2015 to 2018, Vice President and Chief Commercial Officer from 2013 to 2015, Vice President and Group Executive, Fleet Management, Marketing and Government Affairs from 2011 to 2013, Vice President and Executive Director, Fleet Management from 2008 to 2011, and in a variety of positions of increasing responsibility since joining the company in 1997.

•Mr. Adedoyin was elected Senior Vice President and Chief Information Officer effective January 2016. Previously, Mr. Adedoyin served as Vice President and Chief Information Officer from 2013 to January 2016 and Senior Director, IT Strategy and Project Management Office from 2008 to 2013.

•Mr. Hillesland was elected Senior Vice President, Structured Finance, effective August 2023. Previously, Mr. Hillesland served as Vice President and Executive Director, Structured Finance from 2017 to August 2023. Since joining GATX in 1994, Mr. Hillesland has held leadership positions with increasing responsibility across corporate finance, rail, portfolio investments, and structured finance.

•Mr. LaHurd was elected Senior Vice President, International, effective August 2024. Previously, Mr. LaHurd was Vice President, International Business Development from 2017 to August 2024. Since joining GATX in 2008, Mr. LaHurd has held leadership positions with increasing responsibility across finance and international business development.

•Ms. McManus was elected Senior Vice President, Controller and Chief Accounting Officer effective January 2020. Previously, Ms. McManus served as Senior Director, Investor Relations and Accounting Research, Policy & Planning from 2017 to December 2019 and Director, Accounting Research, Policy & Planning from 2015 to 2017. Prior to joining GATX, Ms. McManus held various positions of increasing responsibility with Hyatt Hotels Corporation, Tribune Company, and in public accounting.

•Mr. Phillips was elected Senior Vice President, Operations, effective August 2023. Previously, Mr. Phillips served as Vice President and Group Executive, Operations from April 2022 to August 2023 and as Vice President and Executive Director, North American Rail Services & Logistics from 2016 to March 2022. Since joining GATX in 1996, Mr. Phillips has held leadership positions with increasing responsibility across finance, business development, customer experience, operations, and rail services and logistics.

•Mr. Sbragia was elected Senior Vice President, Engineering and Quality, effective August 2023. Previously, Mr. Sbragia served as Vice President and Group Executive, Engineering and Quality from April 2022 to August 2023 and as Vice President, Railcar Engineering & Quality Assurance from 2012 to March 2022. Since joining GATX in 1998, Mr. Sbragia has held leadership positions in engineering and quality with increasing responsibility.

•Ms. Van Aken was elected Senior Vice President, Treasurer, and Chief Risk Officer effective September 2020. Previously, Ms. Van Aken served as Vice President, Financial Planning & Analysis from 2019 to 2020, Senior Director, Financial Planning & Analysis from 2018 to 2019, Assistant Treasurer, Corporate Finance from 2016 to 2018, Director, Investment Risk Management from 2015 to 2016, Director, Investor Relations from 2010 to 2015, Director, Corporate Finance from 2009 to 2010, and Manager, Corporate Finance from 2006 to 2009. Prior to joining GATX, Ms. Van Aken held a number of positions of increasing responsibility in the financial services industry.

•Mr. Young was elected Senior Vice President and Chief Tax Officer effective August 2018. Previously, Mr. Young served as Vice President and Chief Tax Officer from 2015 to August 2018, Vice President of Tax from 2007 to 2015, and as Director of Tax from 2003 to 2007. Prior to joining GATX, Mr. Young spent twenty years in a variety of tax related positions of increasing responsibility in public accounting and the financial services industry.

•Mr. Zmudka was elected Senior Vice President and Chief Commercial Officer effective August 2018. Previously, Mr. Zmudka served as Vice President and Group Executive, North American Sales & Marketing from 2010 to August 2018, Vice President and Executive Director, Strategic Sales from 2007 to 2010, and Vice President, National Accounts from 2006 to 2007. Mr. Zmudka joined GATX in 1989 and worked in various sales and fleet portfolio roles before being promoted to Vice President, Regional Sales in 2001.

AVAILABLE INFORMATION

We make available free of charge at our website, www.gatx.com, our most recent annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The SEC maintains a website that contains reports, proxy statements, and other information which we have filed with the SEC. The SEC website may be found at http://www.sec.gov. Charters for the Audit Committee, Compensation Committee and Governance Committee of the Board, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the Code of Ethics for Senior Company Officers are posted under Governance in the Investor Relations section of our website, and are available in print upon request by any shareholder. Within the time period prescribed by SEC and New York Stock Exchange regulations, we will post on our website any amendment to the Code of Ethics for Senior Company Officers and the Code of Business Conduct and Ethics or any waivers thereof. The information on our website is not incorporated by reference into this Form 10-K.

Item 1A. Risk Factors

Investors should consider the risk factors described below as well as other information contained in this filing or our other filings with the SEC 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.

Business, Operational and Industry Risks

We depend on continued demand from our customers to lease or use our transportation assets and services at satisfactory rates. A significant decline in customer demand could negatively impact our business and financial performance.

Our profitability depends on our ability to lease assets at satisfactory rates and to re-lease assets upon lease expiration. Customer demand for our transportation assets and services can be adversely affected by various economic and other factors, including:

•Prolonged inflation or deflation;

•High interest rates;

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

•Weak market conditions in our customers’ businesses;

•Adverse changes in the price of, or demand for, commodities;

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

•Changes in, or disruptions to, supply chains;

•Availability of pipelines, trucks, and other alternative modes of transportation;

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

•Other operational or commercial needs or decisions of our customers.

Demand for our railcars and other transportation assets is dependent on the strength and growth of our customers’ businesses. Some of our customers operate in cyclical or fluctuating markets, such as the steel, energy, chemical, transportation, and construction industries, which are susceptible to macroeconomic downturns and may experience significant changes in demand over time. Weakness in certain sectors of the economy in the United States and other parts of the world may make it more difficult for us to lease our transportation assets or to lease them on profitable terms.

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 may be affected positively or negatively by new or revised laws or regulations, or by new or revised government policies, subsidies or mandates, affecting such commodities.

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 of 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.

In many cases, demand for our transportation assets also depends on our customers’ desire to lease, rather than buy, the assets. Tax and accounting considerations, interest rates, and operational flexibility, among other factors, may influence a customer’s decision to lease or buy assets. We have no control over these external considerations, and changes in these factors could negatively impact demand for our transportation assets held for lease.

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

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 decrease fleet utilization due to modal shift away from rail, all of which could negatively impact revenue and our results of operations.

Competition could result in decreased profitability.

We operate in a highly competitive business environment. In certain cases, our competitors are larger than we are and have greater financial resources, higher credit ratings, and a lower cost of capital, while some of our competitors manufacture railcars for their own leasing businesses. These factors may enable our competitors to offer leases or services to customers at lower rates than we can provide, thus negatively impacting our profitability, asset utilization, and investment volume. In addition, decreasing interest rates may invite new competition.

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

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.

A significant decrease in lease renewals of our transportation assets by our customers or a significant increase in the number of compliance-based maintenance events could negatively impact operations and substantially increase our costs.

Decreases in customer demand for our transportation assets could increase the number of leases that are not renewed upon expiration, resulting in the return of such assets by our customers. Returned transportation assets often must undergo maintenance and service work before being leased to new customers. A significant increase in the number of leased assets requiring maintenance may negatively affect our operations and substantially increase maintenance and other related costs.

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 certain 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.

Events that negatively affect certain assets, customers, or geographic regions could have a negative impact on our results of operations.

We generally derive our revenues from a variety of asset types, customers, industries, and geographic locations. However, from time to time we could have a large investment in a particular asset type, a large revenue stream associated with a particular customer or industry, or a large number of customers located in a particular geographic region. Decreased demand from a discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations.

Our long-term railcar purchase commitments could subject us to material operational and financial risks.

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 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.

Soft market conditions and declines in asset values may reduce opportunities for us to generate remarketing income.

We utilize our extensive knowledge and experience to remarket transportation assets in order to optimize the composition of our fleets, and these activities generate income that contributes significantly to segment profit. Reduced demand for our assets could reduce opportunities for us to generate remarketing income. A significant or prolonged decline in the secondary market for our assets could adversely affect our financial performance.

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.

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.

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.

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.

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

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.

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.

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

In 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, difficulty with integrating or separating personnel and systems, increased expenses and costs, assumption of liabilities and indemnities, and increased compliance 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 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.

We rely on Rolls-Royce in connection with our aircraft spare engine leasing businesses, and certain factors that adversely affect Rolls-Royce could have an adverse effect on those businesses.

GATX and Rolls-Royce each own 50% of domestic and foreign joint venture entities 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, 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.

Our transportation assets may become obsolete.

In addition to changes in laws, rules, and regulations that may make transportation assets obsolete, changes in the preferred method our customers use to ship their products, changes in demand for particular products, or a shift by customers toward purchasing assets rather than leasing them may adversely impact us. Our customers’ industries are driven by dynamic market forces and trends, which are influenced by economic and political factors. Changes in our customers' markets may significantly affect demand for our transportation assets.

Risks related to our international operations and expansion into new geographic markets could adversely affect our business, financial condition, and operating results.

We generate a significant amount of our net income outside the United States. In recent years, we have increased our focus on international growth and expansion into select emerging markets as a means to grow and diversify earnings.

Our foreign operations and international expansion strategy are subject to the following risks associated with international operations:

•Unforeseen developments and conditions, including terrorism, war, and international tensions and conflicts;

•Supply chain disruptions;

•Imposition of additional or new tariffs, quotas, trade barriers, embargoes, regulations, and similar restrictions on operations outside the United States;

•Inability to access railcar, tank container or component supply;

•Imposition of sanctions against countries where we operate or specific companies or individuals with whom we do business, or retaliatory sanctions by such countries on companies in the U.S. or in other countries in which we operate;

•Nationalization or confiscation of assets by foreign governments;

•Inflation or deflation;

•Fluctuations in currency values;

•Sudden changes in foreign currency exchange controls;

•Noncompliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act;

•Noncompliance with a variety of foreign laws and regulations;

•Failure to properly implement changes in tax laws and the interpretation of those laws;

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

•Discriminatory or conflicting fiscal or trade policies;

•Difficulties enforcing contractual rights or foreclosing to obtain the return of our assets in certain jurisdictions;

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

•Ineffective or delayed implementation of appropriate controls, policies, and processes across our diverse operations and employee base.

Many of our employees are represented by unions, and failure to successfully negotiate collective bargaining agreements may result in strikes, work stoppages, or substantially higher labor costs.

A significant portion of our employees are represented by labor unions and work under collective bargaining agreements that cover a range of workplace matters, such as wages, health and welfare benefits, and work rules. If we fail to negotiate acceptable labor agreements, our business could be disrupted by strikes or lockouts. We could also incur increased operating costs due to higher wages or benefits paid to union workers. Business disruptions or higher operating costs could both have an adverse effect on our financial position, results of operations, or cash flows.

We operate in a challenging market for talent, and our failure to attract, retain and motivate qualified personnel, including key management personnel, could adversely impact our ability to execute our strategy.

Our success depends on the strength of our workforce (many of whom are longstanding GATX employees) and therefore on our ability to attract, develop, engage and retain employee talent, including successors to members of senior management. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices and the effectiveness of our compensation programs. The market for both hourly and professional employees has been, and remains, very competitive. Difficulties in recruiting and motivating qualified personnel, including skilled labor, the unexpected loss of such individuals resulting in the depletion of our institutional knowledge base, or our inability to successfully transition key roles could hinder our ability to execute our strategy and adversely impact our business and results of operations.

Information Technology Risks

If we are unable to adequately protect our information technology systems against cybersecurity threats and related disruptions, our business could be negatively impacted.

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.

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.

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.

Artificial Intelligence could pose risks to our business.

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.

Legal and Regulatory Risks

We have been, and may continue to be, involved in various types of litigation, including claims for personal injury, property damage, environmental damage, and other claims arising from an accident involving our railcars or other transportation assets.

The nature of our business and assets potentially exposes us to significant personal injury and property damage claims and litigation, environmental claims, or other types of lawsuits inside and outside the U.S. For example, some of our customers use certain types of our transportation assets to transport flammable liquids and other hazardous materials, and an accident involving such transportation assets could lead to litigation and subject us to significant liability. Similarly, if we fail to meet our obligations to maintain our assets in compliance with governmental regulations and industry rules, we could be subject to fines, penalties, and claims for such failure as well as any resulting personal injury or property damage. In some jurisdictions, an accident can give rise to both civil and criminal liabilities for us and, in some cases, our employees. In the event of an unfavorable outcome, we could be subject to substantial penalties or monetary damages, including criminal penalties and fines, and our employees who are named as criminal defendants in any such litigation may be subject to incarceration and fines. A substantial adverse judgment against us could have a material effect on our financial position, results of operations, cash flows, and reputation.

Our transportation assets and operations are subject to various laws, rules, and regulations. If these laws, rules, and regulations change or we fail to comply with them, it could have a significant negative effect on our business and profitability.

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 or increasing 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.

We are subject to extensive environmental regulations and the costs of remediation may be material.

We are subject to extensive federal, state, local, and non-U.S. environmental laws and regulations concerning, among other things, the discharge of hazardous materials and remediation of contaminated sites. We could incur substantial costs, including cleanup costs, fines, and costs arising out of claims for property damage, natural resource damage, or 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 in 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.

We may be affected by physical effects of or societal responses to climate change.

In recent years, regulatory focus on climate change and greenhouse gas (“GHG”) emissions has increased across the globe. Compliance with new government regulations could increase our operating costs. New disclosure rules and regulations related to climate change, such as the Corporate Sustainability Reporting Directive and related European Sustainability Reporting Standards in the European Union and climate disclosure rules in California, may 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.

Climate change may also pose physical and transitional 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, rising temperatures, droughts, or natural disasters, such as fires, hurricanes, wind, tornadoes, floods, or earthquakes, could cause significant business interruptions and result in increased costs or decreased revenues. For example, severe 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 complete required railcar repairs in a timely or cost-efficient manner. In addition, changes in laws, rules, and regulations, or actions by authorities or other 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. Additionally, rail and other transportation assets in our fleet which are used to carry fossil fuels, such as coal and petroleum, or that directly or indirectly require fossil fuel consumption for operation of the assets, could see reduced demand or be rendered obsolete if government regulations mandate a reduction in fossil fuel consumption or customer preferences change. Any of these factors, individually or in operation with one another, or other unforeseen impacts of climate change, could have an adverse effect on our financial position, results of operations, and cash flows.

We are subject to various risks associated with sustainability matters.

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.

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.

Economic and Credit Risks

United States and global political conditions and increased geopolitical tension, civil unrest and armed conflict could adversely affect our business, financial condition and results of operations.

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

•Legislation or regulatory action directed toward improving the security of transportation assets against acts of terrorism, which could affect the construction or operation of transportation assets and increase costs;

•A decrease in demand for transportation assets and services;

•Lower utilization of transportation equipment;

•Lower transportation asset lease rates;

•Impairments and loss of transportation assets;

•Supply chain challenges and disruptions;

•Capital market disruption, which may raise our financing costs or limit our access to capital;

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

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

•Liability or losses resulting from acts of terrorism involving our assets;

•Increased risk of cybersecurity attacks;

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

•A significant deterioration of global growth, and related decreases in confidence or investment activity in the global markets, arising from political or economic tensions, changes, and trends and/or an increase in trade conflict and protectionism.

Depending upon the severity, scope, and duration of these circumstances, the impact on our business, financial position, results of operations, and cash flows could be material.

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 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 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.

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

The timing and duration of the effects of inflation are unpredictable and depend on multiple 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, 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.

As noted below, rising interest rates could increase our borrowing costs, potentially decreasing our profitability. In addition, increased borrowing costs faced by our customers could also result in decreased demand for our transportation assets and services and have a dampening effect on overall economic activity, which could have a negative impact on our business and results of operations.

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.

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.

Fluctuations in foreign exchange rates could negatively impact our results of operations.

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 our 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.

Risks Related to our Common Stock

There can be no assurance that we will continue to pay dividends or repurchase shares of our common stock at current levels.

The timing, amount and payment of future dividends to shareholders and repurchases of our common stock fall within the discretion of the 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.

A small number of shareholders could significantly influence our business.

As of the most recent public filings, six shareholders collectively control more than 55% of our outstanding common stock. Accordingly, a small number of shareholders could affect matters that require shareholder approval, such as the election of directors and the approval of significant business transactions.

General Risk Factors

We may not be able to obtain cost-effective insurance.

We manage our exposure to risk, in part, by purchasing insurance. There is no guarantee that cost-effective insurance will consistently be available. If insurance coverage becomes prohibitively expensive or unavailable, we could be forced to reduce our coverage amount and increase the amount of self-insured risk we retain, thereby increasing our exposure to uninsured adverse judgments and other losses and liabilities that could have a material effect on our financial position, results of operations, and cash flows.

Changes to assumptions used to calculate post-retirement costs, increases in funding requirements, and investment losses in pension funds could adversely affect our results of operations.

We calculate our pension and other post-retirement costs using various assumptions, such as discount rates, long-term return on plan assets, salary increases, health care cost trend rates, and other factors. Changes to any of these assumptions could adversely affect our financial position and results of operations. Periods of low interest rates reduce the discount rate we use to calculate our funding obligations, which may increase our funding requirements. Additionally, changes to laws, regulations, or rules could require us to increase funding requirements or to compensate for investment losses in pension plan assets. If we were forced to increase contributions to our pension plans, our financial position, results of operations, and cash flows could be negatively affected.

Changes in the mix of earnings in the U.S. and foreign countries and in tax rates and laws could adversely affect our financial results.

As a global company, we are subject to taxation in the U.S. and numerous other non-U.S. jurisdictions. Significant judgment is required to determine our consolidated income tax position and related liabilities. Our effective tax rate, cash flows and operating results could be affected by changes in the mix of earnings in countries with different statutory tax rates, or material audit assessments, as well as by changes in the local tax laws, regulations and treaties, or the interpretations thereof.

Our allowance for losses may be inadequate.

Our allowance for losses on reservable assets may not be adequate to cover credit losses in our portfolio if unexpected adverse changes occur in macroeconomic conditions or if discrete events adversely affect specific customers, industries, or markets. If the credit quality of our customer base materially deteriorates, it may require us to incur additional credit losses and our financial position or results of operations could be negatively impacted.

We may incur future asset impairment charges.

We review long-lived assets and joint venture investments for impairment annually, or when circumstances indicate the carrying value of an asset or investment may not be recoverable. Among other circumstances, the following may change our estimates of the cash flows we expect our long-lived assets or joint venture investments will generate, which could require us to recognize asset impairment charges:

•A weak economic environment or challenging market conditions;

•New laws, rules or regulations affecting our assets or the commodities that they carry, or changes to existing laws, rules or regulations;

•Events related to particular customers or asset types or geographic markets; and

•Asset or portfolio sale decisions by management.

The fair market value of our long-lived assets may differ from the value of those assets reflected in our financial statements.

Our assets primarily consist of long-lived transportation assets such as rail assets, aircraft spare engines and tank containers. The carrying value of these assets on our financial statements may sometimes differ from their fair market value. These valuation differences may be positive or negative and could be material based on market conditions and demand for certain assets.

Our internal control over financial accounting and reporting may not detect all errors or omissions in the financial statements.

If we fail to maintain adequate internal controls over financial accounting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. No system of internal control provides absolute assurance that the financial statements are accurate and free of material error.

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

The occurrence of a widespread health crisis and governmental responses 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 and difficulty securing future labor needs. These impacts could materially and adversely affect our business, costs, operations, financial position, and liquidity, as well as our ability to successfully execute our business strategy.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

The Board recognizes the critical importance of maintaining the trust and confidence of our employees, customers, shareholders and other stakeholders. Among other areas of responsibility, the Board has oversight responsibilities in relation to the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies and practices are integrated into the Company’s ERM program and our risk goals are guided by internationally recognized standards and frameworks that help us to identify, assess, and manage risks relevant to our business. In general, the Company manages our cybersecurity risk using an evidence- and risk-based approach designed to reduce risks and thereby protect the Company’s mission, business, and stakeholders, rather than focusing upon meeting any specific technical specifications.

Risk Management and Strategy

The Company’s cybersecurity program is focused on the following key areas:

•Governance: As discussed in more detail below, the Board’s oversight of cybersecurity risk management is supported by its Audit Committee, which interacts with the Company’s ERM function, the Company’s Senior Vice President and Chief Information Officer (“CIO”), the Global Head of IT Security, who reports directly to the CIO, and other relevant members of management.

•Collaborative Approach: We have implemented a cross-functional approach to identifying, mitigating, and managing cybersecurity risks, threats, and incidents through a broad range of controls and supporting processes.

•Technical Safeguards: We deploy various technical safeguards that are designed to protect the Company’s information systems and data from cybersecurity threats.

•Incident Response and Recovery Planning: We have established, and maintain, an incident response plan that addresses the Company’s planned responses to a potential or actual cybersecurity incident. This plan is periodically reviewed, tested, and evaluated. The incident response plan also includes consideration of disclosure requirements and communication to appropriate parties within the Company.

•Third-Party Risk Management: We take a risk-based approach to identifying the cybersecurity risks presented by third-party service providers, including by conducting a security assessment and an evaluation of AI usage of prospective vendors where warranted.

•Education and Awareness: We provide training for our employees regarding cybersecurity threats as a means to build awareness and equip them with effective tools to identify and address cybersecurity threats, as well as to communicate the Company’s evolving information security policies and practices.

We engage in the periodic assessment and testing of our cybersecurity policies and practices. These efforts include a range of activities focused on evaluating the effectiveness of our cybersecurity measures and planning. We engage third parties to perform assessments on various aspects of our cybersecurity measures, including information security maturity assessments, audits, and reviews of our information security control environment and operating effectiveness. The results of such assessments, audits, and reviews are reported to senior management and the Audit Committee, and we adjust our cybersecurity processes as necessary based on the information provided by these assessments, audits, and reviews.

We have experienced, and may in the future experience, cybersecurity threats. While prior incidents have not had a material impact on us, future incidents could have a material effect on our operations, business strategy, results of operations, or reputation. See Item 1A. "Risk Factors — Information Technology Risks — If we are unable to adequately protect our information technology systems against cybersecurity threats and related disruptions, our business could be negatively impacted." for more information.

Governance

Through its Audit Committee, the Board oversees the Company’s ERM program, including risks arising from cybersecurity threats. The Audit Committee receives periodic presentations and reports on cybersecurity risks addressing recent developments, evolving standards, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company’s peers and third parties. The Audit Committee also receives information regarding cybersecurity incidents impacting the Company that are deemed more significant under the cybersecurity incident response plan, as well as ongoing updates regarding any such incidents until they have been addressed. The Audit Committee discusses the Company’s approach to cybersecurity risk management with GATX senior management, including the CIO and the Global Head of IT Security, who has responsibility for assessing and managing material risks from cybersecurity threats.

A cybersecurity group within GATX’s IT department, led by the Global Head of IT Security, works collaboratively across the Company to administer a program designed to protect the Company’s information systems and information from cybersecurity threats and to execute processes in accordance with the Company’s incident response plan. To facilitate the Company’s cybersecurity risk management program, multidisciplinary teams are deployed to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams and the cybersecurity group, the Global Head of IT Security monitors the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents and reports such threats and incidents to the Audit Committee when appropriate. The CIO has over 26 years of experience in information technology, including over 19 years managing the cybersecurity function and resources. The Global Head of IT Security has over 16 years of experience in information technology and information security, including over 11 years of leadership roles within the information security domain, and holds multiple certifications in cybersecurity and risk management.

Item 2. Properties

Information regarding the general character of our properties is included in "Business" in Item 1 of this Form 10-K.

As of December 31, 2025, the locations of our operations were as follows:


	GATX Headquarters

	Chicago, Illinois

Rail North America

Business Offices	Major Maintenance Facilities	Customer Site Locations
Chicago, Illinois	Colton, California	Clarkson, Ontario
Calgary, Alberta	Hearne, Texas	Aurora, North Carolina
Mexico City, Mexico	Waycross, Georgia	Point Comfort, Texas
	Montreal, Quebec
	Moose Jaw, Saskatchewan
	Red Deer, Alberta


	Maintenance Facilities
	Terre Haute, Indiana

	Mobile Units
	Edmonton, Alberta
	La Porte, Texas
	St James, Louisiana

Rail International

Business Offices	Major Maintenance Facilities
Dordrecht, Netherlands	Ostróda, Poland
Baar, Switzerland
Düsseldorf, Germany
Hamburg, Germany
Gurgaon, India
Paris, France
Vienna, Austria
Warsaw, Poland

	Engine Leasing

	Chicago, Illinois

	Other

	Dordrecht, Netherlands
	Houston, Texas
	Singapore
	Shanghai, China

Item 3. Legal Proceedings

Information concerning litigation and other contingencies is described in "Note 24. Legal Proceedings and Other Contingencies" in Part II, Item 8 of this Form 10-K and is incorporated herein by reference.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange and the NYSE Texas, Inc. under ticker symbol "GATX". We had 1,224 common shareholders of record as of January 31, 2025. We have a long history of paying quarterly cash dividends. While we currently expect a cash dividend to be paid in the future, dividend payments will depend on our earnings, capital requirements, financial condition, and other factors considered by our Board of Directors.

Issuer Purchases of Equity Securities

During 2025, we repurchased 416,699 shares for $65.0 million under the Prior Repurchase Program. As of December 31, 2025, $0.1 million remained available under the repurchase authorization.

The following is a summary of common stock repurchases completed under the Prior Repurchase Program by month during the fourth quarter of 2025:


Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
October 1, 2025 - October 31, 2025	38,758	$	166.48	38,758	$	40.1
November 1, 2025 - November 30, 2025	181,546	$	155.19	181,546	$	11.9
December 1, 2025 - December 31, 2025	70,686	$	167.29	70,686	$	0.1
Total	290,990	$	159.64	290,990

On February 18, 2026, the Board terminated the Prior Repurchase Program and approved a new $300.0 million share repurchase program (the "New Repurchase Program"), pursuant to which we are authorized to purchase shares of our common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to Rule 10b5-1 plans. The New Repurchase Program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. The timing of share repurchases will be dependent on market conditions and other factors.

Common Stock Performance Graph

The performance graph below compares the cumulative total shareholder return on our common stock for the five-year period ended December 31, 2025, with the cumulative total return of the S&P 500 Index, the S&P MidCap 400 Index, and the Russell 3000 Index. We are not aware of any peer companies whose businesses are directly comparable to ours and, therefore, the graph displays the returns of the indices noted above as those include companies with market capitalizations similar to ours. The graph and table assume that $100 was invested in our common stock and each of the indices on December 31, 2020, and that all dividends were reinvested.


	12/31/20		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
GATX	$	100.00	$	127.93	$	133.26	$	153.50	$	201.21	$	223.50
S&P 500	100.00		128.68		105.36		133.03		166.28		195.98
S&P MidCap 400	100.00		124.73		108.37		126.13		143.65		154.40
Russell 3000	100.00		125.64		101.49		127.81		158.22		185.32

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

OVERVIEW

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. Financial results for our tank container leasing business ("Trifleet") are reported in the Other segment.

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.

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.

In 2023, we sold our rail business in Russia ("Rail Russia"). Financial results were not material to our operations.

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

DISCUSSION OF OPERATING RESULTS

The following table shows a summary of our reporting segments and consolidated financial results for the years ended December 31 (dollars in millions, except per share data):


	2025			2024			2023
Segment Revenues
Rail North America	$	1,186.4		$	1,099.0		$	982.7
Rail International	387.8			350.3			309.5
Engine Leasing	124.9			97.1			77.2
Other	41.3			39.1			41.5
	$	1,740.4		$	1,585.5		$	1,410.9
Segment Profit
Rail North America	$	351.8		$	356.0		$	307.3
Rail International	125.9			119.8			113.4
Engine Leasing	181.5			117.3			106.4
Other	29.5			12.9			29.2
	688.7			606.0			556.3
Less:
Selling, general and administrative expense	252.6			236.3			212.7
Income taxes ($39.7, $25.5 and $25.7 related to affiliates' earnings)	102.8			85.5			84.4
Net Income	$	333.3		$	284.2		$	259.2
Less: Net Income Attributable to Non-Controlling Interest	—			—			—
Net Income Attributable to GATX (GAAP)	$	333.3		$	284.2		$	259.2

Net income attributable to GATX, excluding tax adjustments and other items (non-GAAP) (1)	$	319.8		$	288.1		$	257.6
Diluted earnings per share (GAAP)	$	9.12		$	7.78		$	7.12
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) (1)	$	8.75		$	7.89		$	7.07

Return on equity attributable to GATX (GAAP)	12.8		%	12.1		%	12.0		%
Return on equity attributable to GATX, excluding tax adjustments and other items (non-GAAP) (1)	12.3		%	12.2		%	12.0		%

Investment Volume	$	1,316.7		$	1,674.4		$	1,665.0

_______

(1) See "Non-GAAP Financial Measures" at the end of this Item for further details.

2025 Summary

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 2024, and $259.2 million, or $7.12 per diluted share, for 2023. Results for 2025 included a net positive impact of $13.5 million ($0.37 per diluted share) from tax adjustments and other items, compared to a net negative impact of $3.9 million ($0.11 per diluted share) from tax adjustments and other items in 2024 and a net positive impact of $1.6 million ($0.05 per diluted share) from tax adjustments and other items in 2023 (see "Non-GAAP Financial Measures" at the end of this Item for further details).

•At Rail North America, segment profit in 2025 was lower than prior year. The decrease was primarily attributable to higher maintenance and interest expenses, partially offset by higher lease revenue and higher repair revenue.

•At Rail International, segment profit in 2025 was higher than prior year, primarily due to higher lease revenue and changes in foreign currency exchange rates, partially offset by higher interest expense.

•At Engine Leasing, segment profit in 2025 increased compared to prior year, a result of higher earnings at the RRPF affiliates and GEL.

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

Total investment volume was $1,316.7 million in 2025, compared to $1,674.4 million in 2024, and $1,665.0 million in 2023.

2026 Outlook

Conditions in the North American railcar leasing market were stable in 2025, and we expect generally similar conditions in 2026. At Rail International, we expect stable demand for most railcar types in Europe, although economic headwinds will 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 trends are positive, and 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.

•We expect Rail North America's segment profit in 2026 to increase from 2025. Generally, lease rates for railcars scheduled to renew in 2026 will likely be higher than expiring rates for most car types as the lease rate environment for existing railcars is expected to remain stable. Our 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 and the impact of the Wells Fargo rail acquisition, will generate higher lease revenue in 2026. We anticipate that remarketing income, driven by strong secondary market conditions and 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 the Wells Fargo rail acquisition.

•Rail International's segment profit in 2026 is expected to increase from 2025, driven by continued growth of the fleet sizes in Europe and India, as well as favorable foreign currency impacts compared to 2025. Demand for most railcar types in Europe should remain stable, and we plan to continue to invest in the fleet. In India, we anticipate significant growth again in our fleet this coming year, which will also contribute to an increase in segment profit.

•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.

Segment Operations

Segment profit is an internal performance measure reported to GATX's President and Chief Executive Officer for purposes of assessing performance and allocating capital and resources to each segment. Segment profit includes all revenues, expenses, pre-tax earnings from affiliates, and net gains on asset dispositions that are directly attributable to each segment. We allocate interest expense to the segments based on what we believe to be the appropriate risk-adjusted borrowing costs for each segment. Segment profit excludes selling, general and administrative expenses, income taxes, and certain other amounts not allocated to the segments.

RAIL NORTH AMERICA

Segment Summary

Demand for most railcars was stable during the year, despite ongoing macroeconomic uncertainty, and the renewal success rate remained strong. Utilization of our non-boxcar fleet was 99.0% at the end of the year.

The following table shows Rail North America's segment results for the years ended December 31 (in millions):


	2025		2024		2023
Revenues
Lease revenue	$	1,049.1	$	983.5	$	888.8
Other revenue	137.3		115.5		93.9
Total Revenues	1,186.4		1,099.0		982.7

Expenses
Maintenance expense	350.5		306.9		276.6
Depreciation expense	285.7		271.1		265.9
Operating lease expense	28.9		33.9		36.0
Other operating expense	31.1		26.4		25.9
Total Expenses	696.2		638.3		604.4

Other Income (Expense)
Net gain on asset dispositions	130.0		132.8		120.5
Interest expense, net	(259.5)		(232.1)		(182.9)
Other expense	(8.7)		(5.4)		(8.0)
Share of affiliates' pre-tax loss	(0.2)		—		(0.6)
Segment Profit	$	351.8	$	356.0	$	307.3

Investment Volume	$	644.1	$	1,162.4	$	976.9

The following table shows the components of Rail North America's lease revenue for the years ended December 31 (in millions):


	2025		2024		2023
Railcars	$	954.2	$	888.9	$	805.5
Boxcars	58.5		64.7		57.2
Locomotives	36.4		29.9		26.1
Total	$	1,049.1	$	983.5	$	888.8

Rail North America Fleet Data

The following table shows fleet activity and statistics for Rail North America railcars, excluding boxcars, for the years ended December 31:


	2025		2024		2023
Beginning balance	102,966		101,167		100,954
Railcars added	3,345		5,359		4,653
Railcars scrapped	(2,305)		(1,433)		(1,286)
Railcars sold	(3,413)		(2,127)		(3,154)
Ending balance	100,593		102,966		101,167
Utilization rate at year end (1)	99.0	%	99.1	%	99.3	%
Renewal success rate (2)	87.3	%	85.3	%	84.1	%
Active railcars at year end (3)	99,560		102,003		100,498
Average active railcars (4)	101,321		101,392		100,217

_______

(1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

(2) The renewal success rate represents the percentage of railcars on expiring leases that were renewed with the existing lessee. The renewal success rate is an important metric because railcars returned by our customers may remain idle or incur additional maintenance and freight costs prior to being leased to new customers.

(3) 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 new railcars purchased from builders or in the secondary market and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

(4) Average active railcars for the year is calculated using the number of active railcars at the end of each month.

As of December 31, 2025, leases for approximately 13,700 tank and freight cars and approximately 1,100 boxcars are scheduled to expire in 2026. These amounts exclude railcars on leases expiring in 2026 that have already been renewed or assigned to a new lessee.

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 is scheduled to 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 December 31, 2025, 8,133 railcars have been ordered pursuant to the terms of the agreement, of which 5,720 have been delivered.

Lease Price Index

Our Lease Price Index ("LPI") is an internally-generated business indicator that measures renewal activity for our North American railcar fleet, excluding boxcars. The LPI calculation includes all renewal activity based on a 12-month trailing average, and the renewals are weighted by the count of all renewals over the 12-month period. The average renewal lease rate change is reported as the percentage change between the average renewal lease rate and the average expiring lease rate. The average renewal lease term is reported in months and reflects the average renewal lease term in the LPI.

During 2025, the renewal rate change of the LPI was positive 21.9%, compared to positive 26.7% in 2024. Lease terms on renewals for railcars in the LPI averaged 58 months in 2025 compared to 60 months in 2024.

The following table shows fleet activity and statistics for Rail North America boxcars for the years ended December 31:


	2025		2024		2023
Beginning balance	8,395		9,311		8,663
Boxcars added	200		587		1,248
Boxcars scrapped	(1,451)		(1,343)		(459)
Boxcars sold	(112)		(160)		(141)
Ending balance	7,032		8,395		9,311
Utilization rate at year end (1)	97.1	%	99.8	%	100.0	%
Active boxcars at year end (2)	6,831		8,376		9,310
Average active boxcars (3)	7,645		9,059		8,944

_______

(1) Utilization is calculated as the number of boxcars on lease as a percentage of total boxcars in the fleet.

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

(3) Average active boxcars for the year is calculated using the number of active boxcars at the end of each month.

The following table shows fleet activity and statistics for Rail North America locomotives for the years ended December 31:


	2025		2024		2023
Beginning balance	661		523		544
Locomotives added	—		156		—
Locomotives scrapped or sold	(34)		(18)		(21)
Ending balance	627		661		523
Utilization rate at year end (1)	92.5	%	89.1	%	88.3	%
Active locomotives at year end (2)	580		589		462
Average active locomotives (3)	584		509		472

_______

(1) Utilization is calculated as the number of locomotives on lease as a percentage of total locomotives in the fleet.

(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.

(3) Average active locomotives for the year is calculated using the number of active locomotives at the end of each month.

Comparison of Reported Results

Segment Profit

In 2025, segment profit of $351.8 million decreased 1.2% compared to $356.0 million in 2024. The decrease was driven by higher maintenance and interest expenses, partially offset by higher lease revenue and higher repair revenue.

Revenues

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

Expenses

In 2025, maintenance expense increased $43.6 million, driven by more repair events, including more repairs performed by the railroads, and a mix of repairs that resulted in higher costs per repair. Depreciation expense increased $14.6 million, due to the timing of new railcar investments and dispositions. Other operating expense increased $4.7 million, due to higher insurance, switching, and freight costs.

Other Income (Expense)

In 2025, net gain on asset dispositions decreased $2.8 million, driven by lower net gains on asset dispositions, partially 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 $27.4 million, due to a higher average debt balance and a higher average interest rate. Other expense increased $3.3 million, driven by higher net legal costs and lower customer settlement proceeds received in 2025.

Investment Volume

During 2025, investment volume was $644.1 million, compared to $1,162.4 million in 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, 2,279 railcars in the secondary market, and 156 locomotives in the secondary market in 2024.

Our investment volume is predominantly composed of acquired railcars, but also includes the acquisition of 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.

RAIL INTERNATIONAL

Segment Summary

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.

Despite pressure on utilization, GRE experienced renewal lease rate increases for a majority of railcar types in 2025. Utilization was 94.7% at the end of the year.

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

The fleet size of our rail business in India ("Rail India") continued to grow in 2025, as 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.

In 2023, we sold Rail Russia. Financial results were not material to Rail International's segment profit.

The following table shows Rail International's segment results for the years ended December 31 (in millions):


	2025		2024		2023
Revenues
Lease revenue	$	366.1	$	333.6	$	296.6
Other revenue	21.7		16.7		12.9
Total Revenues	387.8		350.3		309.5

Expenses
Maintenance expense	72.4		70.7		64.1
Depreciation expense	90.5		78.7		68.2
Other operating expense	19.3		17.4		10.4
Total Expenses	182.2		166.8		142.7

Other Income (Expense)
Net gain on asset dispositions	6.8		4.5		7.0
Interest expense, net	(82.6)		(71.4)		(56.2)
Other (expense) income	(3.9)		3.2		(4.2)

Segment Profit	$	125.9	$	119.8	$	113.4

Investment Volume	$	502.4	$	232.9	$	382.4

GRE Fleet Data

The following table shows fleet activity and statistics for GRE railcars for the years ended December 31:


	2025		2024		2023
Beginning balance	30,027		29,216		28,005
Railcars added	7,498		1,316		1,695
Railcars scrapped or sold	(1,041)		(505)		(484)
Ending balance	36,484		30,027		29,216
Utilization rate at year end (1)	94.7	%	96.1	%	95.9	%
Active railcars at year end (2)	34,536		28,849		28,004
Average active railcars (3)	29,905		28,410		27,947

_______

(1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

(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, railcars purchased in the secondary market, and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

(3) Average active railcars for the year is calculated using the number of active railcars at the end of each month.

As of December 31, 2025, leases for approximately 10,700 railcars are scheduled to expire in 2026. This amount excludes railcars on leases expiring in 2026 that have already been renewed or assigned to a new lessee.

Rail India Fleet Data

The following table shows fleet activity and statistics for Rail India railcars for the years ended December 31:


	2025		2024		2023
Beginning balance	10,583		8,805		5,872
Railcars added	1,582		1,783		2,933
Railcars scrapped or sold	—		(5)		—
Ending balance	12,165		10,583		8,805
Utilization rate at year end (1)	100.0	%	100.0	%	100.0	%
Active railcars at year end (2)	12,165		10,583		8,805
Average active railcars (3)	11,236		9,841		7,082

_______

(1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

(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 and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

(3) Average active railcars for the year is calculated using the number of active railcars at the end of each month.

Comparison of Reported Results

Foreign Currency

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 2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $13.7 million and positively impacted segment profit, excluding other (expense) income, by approximately $7.0 million compared to 2024.

Segment Profit

In 2025, segment profit of $125.9 million increased 5.1% compared to $119.8 million in 2024. The increase was primarily due to higher lease revenue and changes in foreign exchange rates, partially offset by higher interest expense.

Revenues

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

Expenses

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

Other Income (Expense)

In 2025, net gain on asset dispositions increased $2.3 million, driven by more railcars sold and higher net scrapping gains due to more railcars scrapped. Net interest expense increased $11.2 million, due to a higher average debt balance and a higher average interest rate. Other (expense) income was unfavorable by $7.1 million, driven by the negative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations, and higher litigation costs.

Investment Volume

During 2025, investment volume was $502.4 million, compared to $232.9 million in 2024. In 2025, GRE acquired 1,616 newly built railcars and purchased 5,882 railcars in the secondary market compared to 1,316 newly built railcars in 2024, and Rail India acquired 1,582 newly built railcars in 2025 compared to 1,783 newly built railcars in 2024.

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 as well as fluctuations in the exchange rates of the foreign currencies in which Rail International conducts business.

ENGINE LEASING

Segment Summary

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 $157.2 million for 2025, $108.3 million for 2024, and $98.7 million for 2023. In 2025, the RRPF affiliates recorded income from insurance recoveries related to aircraft spare engines. GATX's 50% share of this recovery was $23.4 million ($17.5 million after-tax), of which $15.3 million ($11.5 million after-tax) was previously recorded as an impairment loss. GATX did not make any additional investment in the RRPF affiliates in 2025, 2024, or 2023. Dividend distributions from the RRPF affiliates totaled $50.0 million in 2025, $50.0 million in 2024, and $25.0 million in 2023. The operating environment for the RRPF affiliates continued to be favorable as robust global passenger air travel continued to drive strong demand for aircraft spare engines.

Engine Leasing also includes GATX Engine Leasing ("GEL"), our wholly owned entity that invests directly in aircraft spare engines. In 2025, GEL acquired seven engines for $147.1 million, all of each were placed on long-term leases directly with a customer. As of December 31, 2025, GEL owned 46 aircraft spare engines, with 21 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 and $2.7 million in 2023.

Engine Leasing previously owned the Specialized Gas Vessels. In 2022, we made the decision to sell the Specialized Gas 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.

In 2023, Engine Leasing sold its natural gas holdings and recorded a gain of $5.7 million.

The following table shows Engine Leasing’s segment results for the years ended December 31 (in millions):


	2025		2024		2023
Revenues
Lease revenue	$	38.2	$	32.4	$	32.6
Non-dedicated engine revenue	86.7		64.6		37.6
Marine operating revenue	—		—		6.9
Other revenue	—		0.1		0.1
Total Revenues	124.9		97.1		77.2

Expenses
Depreciation expense	39.7		37.8		28.3
Marine operating expense	—		—		6.5
Other operating expense	11.2		9.6		7.3
Total Expenses	50.9		47.4		42.1

Other Income (Expense)
Net gain on asset dispositions	—		0.6		2.2
Interest expense, net	(49.7)		(41.9)		(29.8)
Other income	—		0.6		0.2
Share of affiliates' pre-tax earnings	157.2		108.3		98.7
Segment Profit	$	181.5	$	117.3	$	106.4

Investment Volume	$	147.1	$	260.8	$	267.3

The following table shows the net book value of Engine Leasing’s assets as of December 31 (in millions):


	2025		2024
Investment in RRPF Affiliates	$	732.3	$	663.1
GEL owned aircraft spare engines	1,044.4		937.0
Other owned assets	54.9		53.3
Total assets	$	1,831.6	$	1,653.4

RRPF Affiliates' Portfolio Data

The following table shows portfolio activity and statistics for the RRPF affiliates' aircraft spare engines for the years ended December 31:


	2025			2024			2023
Beginning balance	427			399			398
Engine acquisitions	76			47			14
Engine dispositions	(47)			(19)			(13)
Ending balance	456			427			399
Utilization rate at year end (1)	98.7		%	97.4		%	95.5		%
Average leased engines (2)	433			398			376
Net book value of engines at year end (in millions)	$	5,829.9		$	4,716.0		$	4,067.2

_______

(1) Utilization is calculated as the number of engines on lease as a percentage of total engines in the fleet.

(2) Average leased engines for the year is calculated using the number of leased engines at the end of each month.

GEL Portfolio Data

The following table shows portfolio activity for GEL's aircraft spare engines for the years ended December 31:


	2025	2024	2023
Beginning balance	39	29	19
Engines added	7	10	10
Ending balance	46	39	29

Comparison of Reported Results

Segment Profit

In 2025, segment profit was $181.5 million compared to $117.3 million in 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 associated with the sale of the Specialized Gas Vessels, as noted above. Excluding the impact of these items, results for Engine Leasing were $41.4 million higher than 2024, driven by higher earnings at the RRPF affiliates and GEL.

Revenues

In 2025, lease revenue increased $5.8 million, driven by aircraft spare engines acquired in 2025 and placed on leases directly with airline customers. Non-dedicated engine revenue increased $22.1 million, due to aircraft spare engines acquired in 2024 and 2025 and utilized in the engine capacity agreement with Rolls-Royce.

Expenses

In 2025, depreciation expense increased $1.9 million, due to aircraft spare engines acquired in 2024 and 2025, partially offset by the impact of an increase in the useful lives of certain engines.

Other Income (Expense)

In 2025, net gain on asset dispositions decreased by $0.6 million, driven by the absence of gains recorded in 2024 associated with the Specialized Gas Vessels. Net interest expense increased $7.8 million, due to a higher average debt balance and a higher average interest rate.

In 2025, income from our share of affiliates' earnings increased $48.9 million, driven by higher income from 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 higher interest 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.

Investment Volume

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.

OTHER

Other comprises our Trifleet business, as well as selling, general and administrative expenses ("SG&A"), unallocated interest expense, miscellaneous income and expense not directly associated with the reporting segments, and certain eliminations.

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.

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.

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.

The following table shows components of Other for the years ended December 31 (in millions):


	2025		2024		2023
Trifleet revenue	$	41.3	$	39.1	$	41.5

Trifleet segment profit	$	7.5	$	8.3	$	13.4
Unallocated interest income	9.2		12.8		12.7
Other income (expense), including eliminations	12.8		(8.2)		3.1
Segment Profit	$	29.5	$	12.9	$	29.2

Selling, general and administrative expense	$	252.6	$	236.3	$	212.7

Investment Volume	$	23.1	$	18.3	$	38.4

Trifleet Summary

The tank container leasing market remained challenging in 2025, due to macro-economic headwinds, impacting customers' procurement decisions. Utilization was 84.9% at December 31, 2025.

Trifleet Tank Container Data

The following table shows fleet statistics for Trifleet's owned and managed tank containers for the years ended December 31:


	2025		2024		2023
Ending balance	25,602		25,041		23,931
Utilization rate at year-end (1)	84.9	%	84.7	%	87.3	%

_______

(1) Utilization is calculated as the number of tank containers on lease as a percentage of total tank containers in the fleet.

SG&A, Unallocated Interest and Other

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

Unallocated interest 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.

Other income (expense), including eliminations, was favorable by $21.0 million in 2025 compared to 2024. The variance was driven by the absence of environmental reserves and expenses related to litigation claims settlements recorded in the prior year and residual sharing proceeds received in the current year, as noted above.

Consolidated Income Taxes

See "Note 13. Income Taxes" in Part II, Item 8 of this Form 10-K for additional information on income taxes.

CHANGE IN NET OPERATING ASSETS AND FACILITIES

The following table shows changes in net operating assets and facilities as of December 31 (in millions):


	2025		2024
Beginning balance	$	10,449.7	$	9,411.2
Investments	1,296.0		1,665.3
Purchase of assets previously leased	15.0		29.4
Depreciation expense	(445.2)		(414.2)
Asset dispositions	(189.4)		(129.6)
Transfers to assets held for sale	(5.7)		(2.6)
Foreign exchange rate effects	251.1		(120.9)
Other	39.4		11.1
Ending balance	$	11,410.9	$	10,449.7

CASH FLOW DISCUSSION

We generate a significant amount of cash from operating activities and investment portfolio proceeds. We also access domestic and international capital markets by issuing debt. We use these resources, along with available cash balances, to fulfill our debt, lease, and dividend obligations, to support our share repurchase programs, and to fund portfolio investments and capital additions. We primarily use cash from operations to fund daily operations. The timing of asset dispositions and changes in working capital impact cash flows from portfolio proceeds and operations. As a result, these cash flow components may vary materially from year to year.

As of December 31, 2025, we had an unrestricted cash balance of $743.0 million and a restricted cash balance of $4,241.9 million. Our restricted cash primarily related to cash held in escrow on behalf of GABX as of December 31, 2025 to be used for the acquisition of Wells Fargo's rail assets. We also have a $632 million, 5-year unsecured revolving credit facility in the United States that matures in 2030 and a $368 million 3-year unsecured revolving credit facility in the United States that matures in 2028, both of which were fully available as of December 31, 2025. In addition, we have a €250 million, 3-year unsecured revolving credit facility in Europe that matures in 2027, of which, €190 million was available as of December 31, 2025. For GABX specifically, 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 December 31, 2025.

The following table shows our cash flows from operating, investing and financing activities for the years ended December 31 (in millions):


	2025		2024		2023
Net cash provided by operating activities	$	648.1	$	602.1	$	520.4
Net cash used in investing activities	(1,016.8)		(1,416.7)		(1,219.3)
Net cash provided by financing activities	4,944.8		770.5		844.1
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	7.0		(4.9)		1.6
Net increase (decrease) in cash, cash equivalents, and restricted cash during the year	$	4,583.1	$	(49.0)	$	146.8

Net Cash Provided by Operating Activities

Net cash provided by operating activities in 2025 of $648.1 million increased $46.0 million compared to 2024. Comparability among reporting periods is impacted by the timing of changes in working capital items. Specifically, higher cash receipts from revenue, lower payments for operating leases, and lower payments for taxes were partially offset by higher cash payments for maintenance, interest, and other operating expenses.

Net Cash Used in Investing Activities

The following table shows our principal sources and uses of cash flows from investing activities for the years ended December 31 (in millions):


	2025		2024		2023
Portfolio investments and capital additions (1)	$	(1,316.7)	$	(1,674.4)	$	(1,665.0)
Portfolio proceeds (2)	275.0		230.6		272.8
Short-term investments (3)	—		—		150.0
Proceeds from the sale of other assets (4)	36.8		24.9		20.2
Purchases of assets previously leased (5)	(15.0)		—		—
Other investing activity	3.1		2.2		2.7
Net cash used in investing activities	$	(1,016.8)	$	(1,416.7)	$	(1,219.3)

_______

(1) Portfolio investments and capital additions primarily consist of purchases of operating assets and capitalized asset improvements. See the discussions of segment operating results sections in this Item for more detail.

(2) Portfolio proceeds primarily consist of proceeds from sales of operating assets.

(3) Short-term U.S. Treasury obligations with an original maturity date of over 90 days.

(4) Proceeds from sales of other assets for all periods were primarily related to railcar scrapping.

(5) In 2025, we purchased 802 railcars that were previously on operating leases, compared to zero such railcars in 2024.

The following table shows portfolio investments and capital additions by segment for the years ended December 31 (in millions):


	2025		2024		2023
Rail North America	$	644.1	$	1,162.4	$	976.9
Rail International	502.4		232.9		382.4
Engine Leasing	147.1		260.8		267.3
Other	23.1		18.3		38.4
Total	$	1,316.7	$	1,674.4	$	1,665.0

The decrease in portfolio investments and capital additions of $357.7 million in the year ended December 31, 2025 was primarily due to fewer railcars and locomotives acquired at Rail North America, fewer aircraft spare engines acquired at Engine Leasing, and fewer tank containers acquired at Trifleet, partially offset by more railcars acquired at GRE. The timing of investments depends on purchase commitments, transaction opportunities, and market conditions.

Portfolio proceeds increased $44.4 million in 2025 compared to 2024, driven by more railcars and locomotives sold at Rail North America.

Net Cash Provided by Financing Activities

The following table shows our principal sources and uses of cash flows provided by financing activities for the years ended December 31 (in millions):


	2025		2024		2023
Net proceeds from issuances of debt with original maturities longer than 90 days	$	4,841.5	$	1,295.6	$	1,420.0
Repayments of debt with original maturities longer than 90 days	(733.4)		(413.5)		(500.0)
Net increase (decrease) in debt with original maturities of 90 days or less	70.4		—		(7.1)
Purchases of assets previously leased (1)	—		(30.4)		—
Stock repurchases (2)	(65.0)		(21.9)		(2.6)
Dividends	(89.8)		(84.8)		(80.6)
GABX equity contribution from non-controlling interest	899.0		—		—
Other	22.1		25.5		14.4
Net cash provided by financing activities	$	4,944.8	$	770.5	$	844.1

_______

(1) In 2025, we purchased zero railcars that were previously leased, compared to 728 such railcars in 2024.

(2) During 2025, we repurchased 416,699 shares of common stock for $65.0 million, compared to 167,452 shares of common stock for $21.9 million in 2024.

The following table shows the activity on our long-term debt principal in 2025 (in millions):


	Balance at 12/31/24		Issuances		Payments		Impact of Foreign Exchange Rates		Balance at 12/31/25
U.S. debt (1)	$	7,100.0	$	4,284.0	$	(400.0)	$	—	$	10,984.0
Europe debt (2)	1,026.1		459.7		(232.4)		130.2		1,383.6
India debt (3)	144.8		—		—		(6.8)		138.0

Total debt principal	$	8,270.9	$	4,743.7	$	(632.4)	$	123.4	$	12,505.6

_______

(1) Issuances include $2,959.0 million at GABX used to finance the acquisition of Wells Fargo's rail assets. The cash proceeds from this issuance are included in the restricted cash balance at December 31, 2025, as noted above.

(2) Denominated in euros, but presented in U.S. dollars in this table.

(3) Denominated in Indian rupees, but presented in U.S. dollars in this table.

See "Note 8. Debt" in Part II, Item 8 of this Form 10-K for information regarding the terms of our outstanding debt.

LIQUIDITY AND CAPITAL RESOURCES

General

We fund our investments and meet our debt, lease, and dividend obligations using our available cash balances, as well as cash generated from operating activities, sales of assets, distributions from affiliates, issuances of debt, commercial paper issuances, and committed revolving credit facilities. We primarily use cash from operations to fund daily operations. We use both domestic and international capital markets and banks to meet our debt financing needs.

Material Cash Obligations

The following table shows our material cash obligations, including debt principal and related interest payments, lease payments, and purchase commitments at December 31, 2025 (in millions):


	Material Cash Obligations by Period
	Total		2026		2027		2028		2029		2030		Thereafter
Recourse debt (1)	$	12,505.6	$	653.3	$	854.5	$	824.8	$	907.4	$	3,660.4	$	5,605.2
Interest on recourse debt (2)	5,085.9		585.0		547.6		516.7		468.2		437.0		2,531.4
Borrowings under bank credit facilities	82.2		82.2		—		—		—		—		—
Operating lease obligations	172.2		36.8		33.9		26.7		19.0		18.7		37.1
Purchase commitments (3)	1,643.7		694.3		430.7		441.0		76.5		1.2		—
Total	$	19,489.6	$	2,051.6	$	1,866.7	$	1,809.2	$	1,471.1	$	4,117.3	$	8,173.7

_______

(1) GABX's obligation in 2030 of $2,959.0 million is guaranteed by GATX.

(2) For floating rate debt, future interest payments are based on the applicable interest rate as of December 31, 2025.

(3) Primarily railcar purchase commitments. The amounts shown for all years are based on management's estimates of the timing, anticipated railcar types, and related costs of railcars to be purchased under its agreements. For additional details on our purchase agreements, refer to the discussion of Rail North America operating results within this Item.

Liquidity Outlook

In addition to our contractual obligations, expenditures in 2026 may also include the purchase of railcars, locomotives, tank containers, and aircraft spare engines and other discretionary capital spending for opportunistic asset purchases or strategic investments. We plan to fund these expenditures in 2026 using available cash at December 31, 2025 in combination with cash from operations, portfolio proceeds, and long-term debt issuances. We also have access to our revolving credit facilities if needed. Based on the available sources of liquidity, we also expect to meet our funding needs beyond 2026.

Contractual Cash Receipts

Information regarding our contractual cash receipts arising from future rental receipts from noncancelable operating leases and from our finance leases as of December 31, 2025 is presented in "Note 5. Leases" within Item 8 of this Form 10-K.

Debt

The following table shows the carrying value of our debt and lease obligations by major component as of December 31 (in millions):


	2025						2024
	Secured		Unsecured		Total		Total
Borrowings under bank credit facilities	$	—	$	82.2	$	82.2	$	10.4
Recourse debt	—		12,451.7		12,451.7		8,215.3
Operating lease obligations	154.3		—		154.3		180.0
Total	$	154.3	$	12,533.9	$	12,688.2	$	8,405.7

As of December 31, 2025, our outstanding debt had a weighted-average remaining term of 8.2 years and a weighted-average interest rate of 4.78%, compared to 8.6 years and 4.59% at December 31, 2024. See "Note 8. Debt" in Part II, Item 8 of this Form 10-K.

Short-Term Borrowings and Credit Lines and Facilities

We use short-term borrowings as a source of working capital and to temporarily fund differences between our operating cash flows and portfolio proceeds, and our capital investments and debt maturities. We do not maintain or target any particular level of short-term borrowings on a permanent basis. Rather, we will temporarily utilize short-term borrowings at levels we deem appropriate until we decide to pay down these balances.

In 2025, we increased our existing $600 million, 5-year unsecured revolving credit facility in the United States to $632 million and extended the maturity from May 2029 to May 2030. This facility contains one additional one-year extension option. As of December 31, 2025, the full $632 million was available under this facility. Additionally, we increased our existing $350 million 3-year unsecured revolving credit facility in the United States to $368 million and extended the maturity from May 2027 to May 2028. This facility contains one additional one-year extension option. As of December 31, 2025, the full $368 million was available under this facility.

In 2025, as part of the acquisition of Wells Fargo's rail assets, GABX entered into a $250 million 5-year unsecured revolving credit facility in the United States that matures in 2030. As of December 31, 2025, the full $250 million was available under this facility.

In Europe, we increased our existing €210 million 3-year unsecured revolving credit facility, expiring in December 2027, to €250 million. As of December 31, 2025, €190 million was available under this credit facility. In addition, our European subsidiaries have smaller unsecured credit facilities with an aggregate limit of €25.0 million. As of December 31, 2025, €15.0 million was available under these credit facilities, as €10.0 million ($11.7 million) was drawn. The weighted-average interest rate of these outstanding borrowings during 2025 was 3.23%.

Delayed Draw Term Loans

As of December 31, 2025, we had INR 2.0 billion ($22.3 million) available under an outstanding delayed draw term loan in India.

Restrictive Covenants

Our credit facilities and certain other debt agreements contain various restrictive covenants. See "Note 8. Debt" in Part II, Item 8 of this Form 10-K.

Credit Ratings

The global capital market environment and outlook may affect our funding options and our financial performance. Our access to capital markets at competitive rates depends on our credit rating and rating outlook, as determined by rating agencies.

The following table shows our credit rating and rating outlook as of December 31, 2025:

Rating Agency

Standard & Poor's

Moody's Investor Service

Fitch Ratings, Inc

Long-term unsecured debt

BBB

Baa2

BBB+

Short-term unsecured debt

A-2

P-2

Rating outlook

Stable

Positive

Stable

Leverage

Leverage is expressed as a ratio of debt (including debt and lease obligations, net of unrestricted cash) to total equity. The following table shows the components of recourse leverage as of December 31 (in millions, except recourse leverage ratio):


	2025		2024		2023
Debt and lease obligations, net of unrestricted cash:
Unrestricted cash	$	(743.0)	$	(401.6)	$	(450.7)
Borrowings under bank credit facilities	82.2		10.4		11.0
Recourse debt	12,451.7		8,215.3		7,388.1
Operating lease obligations	154.3		180.0		226.8

Total debt and lease obligations, net of unrestricted cash	$	11,945.2	$	8,004.1	$	7,175.2

Total recourse debt (1)	$	11,945.2	$	8,004.1	$	7,175.2
Total equity	$	3,635.1	$	2,438.9	$	2,273.0
Recourse leverage (2)	3.3		3.3		3.2

_______

(1) Includes recourse debt, borrowings under bank credit facilities, and operating lease obligations, net of unrestricted cash.

(2) Calculated as total recourse debt / total equity.

Shelf Registration Statement

During 2025, we filed an automatic shelf registration statement that enables us to issue debt securities and pass-through certificates. The registration statement is effective for three years and does not limit the amount of debt securities and pass-through certificates we can issue.

Commercial Commitments

We have entered into various commercial commitments, including standby letters of credit, performance bonds, and guarantees related to certain transactions. These commercial commitments require us to fulfill specific obligations in the event of third-party demands. Similar to our balance sheet investments, these commitments expose us to credit, market, and equipment risk. Accordingly, we evaluate these commitments and other contingent obligations using techniques similar to those we use to evaluate funded transactions.

We are parties to standby letters of credit and performance bonds, which primarily relate to contractual obligations and general liability insurance coverages. No material claims have been made against these obligations, and no material losses are anticipated.

Our commercial commitments at December 31, 2025 are presented in "Note 15. Commercial Commitments" within Item 8 of this Form 10-K.

Defined Benefit Plan Contributions

In 2025, we contributed $2.6 million to our defined benefit pension plans and other post-retirement benefit plans. In 2026, we expect to contribute approximately $4.4 million. As of December 31, 2025, our funded pension plans in the aggregate were 108.1% funded. Additional contributions will depend primarily on plan asset investment returns and actuarial experience, and subject to the impact of these factors, we may make additional material plan contributions.

GATX Common Stock Repurchases

On January 25, 2019, our Board of Directors approved a $300.0 million share repurchase program (the "Prior Repurchase Program"), pursuant to which we were authorized to purchase shares of our common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to Rule 10b5-1 plans. During 2025, we repurchased 416,699 shares of common stock for $65.0 million under the Prior Repurchase Program, compared to 167,452 shares repurchased for $21.9 million in 2024. As of December 31, 2025, $0.1 million remained available under the repurchase authorization.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in conformity with GAAP, which requires us to use judgment in making estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses, as well as information in the related disclosures. We regularly evaluate our estimates and judgments based on historical experience, market indicators, and other relevant factors and circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Operating Assets

We state operating assets, including assets acquired under finance leases, at cost and depreciate them over their estimated economic useful lives to an estimated residual value using the straight-line method. We determine the economic useful life based on our estimate of the period over which the asset will generate revenue. For the majority of our operating assets, the economic useful life is greater than 30 years. We periodically review the appropriateness of our estimates of useful lives based on changes in economic circumstances and other factors. Changes in these estimates would result in a change in future depreciation expense.

Lease Classification

We analyze all new and modified leases to determine whether we should classify the lease as an operating or finance lease. Our lease classification analysis relies on certain assumptions that require judgment, such as the asset's fair value, the asset's estimated residual value, the interest rate implicit in the lease, and the asset's economic useful life. While most of our leases are classified as operating leases, changes in the assumptions we use could result in a different lease classification, which could change the impacts of the lease transactions on our results of operations and financial position. See "Note 5. Leases" in Part II, Item 8 of this Form 10-K.

Impairment of Long-Lived Assets

We review long-lived assets, such as operating assets, right-of-use assets, and facilities, for impairment annually, or whenever circumstances indicate that the carrying amount of those assets may not be recoverable. We evaluate the recoverability of assets to be held and used by comparing the carrying amount of the asset to the undiscounted future net cash flows we expect the asset to generate. We base estimated future cash flows on a number of assumptions, including lease rates, lease term (including renewals), operating costs, the life of the asset, and final disposition proceeds. If we determine an asset is impaired, we recognize an impairment loss equal to the amount by which the carrying amount exceeds the asset’s fair value. We classify assets we plan to sell or otherwise dispose of as held for sale, provided they meet specified accounting criteria, and we record those assets at the lower of their carrying amount or fair value less costs to sell. See "Note 10. Asset Impairments and Assets Held for Sale" in Part II, Item 8 of this Form 10-K.

Impairment of Investments in Affiliated Companies

We review the carrying amount of our investments in affiliates annually, or whenever circumstances indicate that their value may have declined. If management determines that indicators of impairment are present for an investment, we perform an analysis to estimate the fair value of that investment. Active markets do not typically exist for our affiliate investments and as a result, we may estimate fair value using a discounted cash flow analysis at the investee level, price-earnings ratios based on comparable businesses, or other valuation techniques that are appropriate for the particular circumstances of the affiliate. For all fair value estimates, we use observable inputs whenever possible and appropriate.

Once we make an estimate of fair value, we compare the estimate of fair value to the investment’s carrying value. If the investment’s estimated fair value is less than its carrying value, then we consider the investment impaired. If an investment is impaired, we assess whether the impairment is other-than-temporary. We consider factors such as the expected operating results for the near future, the length of the economic life cycle of the underlying assets of the investee, and our ability to hold the investment through the end of the underlying assets’ useful lives to determine if the impairment is other-than-temporary. We may also consider actions we anticipate the investee will take to improve its business prospects if it seems probable the investee will take those actions. If we determine an investment to be only temporarily impaired, we do not record an impairment loss. Alternatively, if we determine an impairment is other-than-temporary, we record a loss equal to the difference between the estimated fair value of the investment and its carrying value. See "Note 6. Investments in Affiliated Companies" in Part II, Item 8 of this Form 10-K.

Impairment of Goodwill

We review the carrying amount of our goodwill annually, or if circumstances indicate an impairment may have occurred. We perform the impairment review at the reporting unit level, which is one level below an operating segment. The goodwill impairment test performed is a two-tiered approach and requires us to make certain judgments to determine the assumptions we use in the calculation. We first complete a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If we determine it is more likely than not that the fair value of the reporting unit exceeds its carrying value, a quantitative assessment is performed to compare the fair to its carrying value, including goodwill. When estimating the fair value of the reporting unit, we use a discounted cash flow model and base our estimates of future cash flows on revenue and expense forecasts and include assumptions for future growth. We also consider observable multiples of book value and earnings for companies that we believe are comparable to the applicable reporting units. If the estimated fair value is less than the carrying amount, we record an impairment loss for the difference. See "Note 17. Goodwill" in Part II, Item 8 of this Form 10-K.

Pension and Post-Retirement Benefits Assumptions

We use actuarial assumptions to calculate pension and other post-retirement benefit obligations and related costs. The discount rate and the expected return on plan assets are two assumptions that influence the plan expense and liability measurement. Other assumptions involve demographic factors such as expected retirement age, mortality, employee turnover, health care cost trends, and the rate of compensation increases.

We use a discount rate to calculate the present value of expected future pension and post-retirement cash flows as of the measurement date. The discount rate is based on yields for high-quality, long-term bonds with durations similar to the projected benefit obligation. We base the expected long-term rate of return on plan assets on current and expected asset allocations, as well as historical and expected returns on various categories of plan assets. We evaluate these assumptions annually and make adjustments as required in accordance with changes in underlying market conditions, valuation of plan assets, or demographics. Changes in these assumptions may increase or decrease periodic benefit plan expense as well as the carrying value of benefit plan obligations. See "Note 11. Pension and Other Post-Retirement Benefits" in Part II, Item 8 of this Form 10-K.

Share-Based Compensation

We grant equity awards to certain employees and non-employee directors in the form of non-qualified stock options, restricted stock units, performance shares, and phantom stock units. We recognize compensation expense for our equity awards over the applicable service period for each award, based on the award’s grant date fair value. We use the Black-Scholes options valuation model to calculate the grant date fair value of stock options. This model requires us to make certain assumptions that affect the amount of compensation expense we will record. The assumptions we use in the model include the expected stock price volatility (based on the historical volatility of our stock price), the risk-free interest rate (based on the treasury yield curve), the expected life of the equity award (based on historical exercise patterns and post-vesting termination behavior), and the dividend equivalents we expect to pay during the estimated life of the equity award since our stock options and stock appreciation rights are dividend participating. We base the fair value of other equity awards on our stock price on the grant date. We recognize forfeitures when they occur. See "Note 12. Share-Based Compensation" in Part II, Item 8 of this Form 10-K.

Income Taxes

Our operations are subject to taxes in the United States, various states, and foreign countries, and as a result, we may be subject to audit in all of these jurisdictions. Tax audits may involve complex issues and disagreements with taxing authorities that could require several years to resolve. GAAP requires that we presume the relevant tax authority will examine uncertain income tax positions. We must determine whether, based on the technical merits of our position, it is more likely than not that our uncertain income tax positions will be sustained by taxing authorities upon examination, which may include related appeals or litigation processes. We must then evaluate income tax positions that meet the "more likely than not" recognition threshold to determine the probable amount of benefit we would recognize in the financial statements. Establishing accruals for uncertain tax benefits requires us to make estimates and assessments with respect to the ultimate outcome of tax audit issues for amounts recorded in the financial statements. The ultimate resolution of uncertain tax benefits may differ from our estimates, potentially impacting our financial position, results of operations, or cash flows.

We evaluate the need for a deferred tax asset valuation allowance by assessing the likelihood that we will realize tax assets, including net operating loss and tax credit carryforward benefits. Our assessment of whether a valuation allowance is required involves judgment, including forecasting future taxable income and evaluating tax planning initiatives, if applicable.

We expect to continue to reinvest foreign earnings outside the United States indefinitely. If future earnings are repatriated to the United States, or if we expect such earnings to be repatriated, a provision for additional taxes may be required. Under provisions of the territorial tax system, repatriated earnings are generally exempt from United States income taxation, however, incremental income taxes may occur from withholding taxes, foreign exchange gains, or other taxable gains recognized in connection with tax basis differences in our foreign investments. The ultimate tax cost of repatriating such earnings will depend on tax laws in effect and other circumstances at that time. See "Note 13. Income Taxes" in Part II, Item 8 of this Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

See "Note 2. Accounting Changes" in Part II, Item 8 of this Form 10-K for a summary of new accounting pronouncements that may impact our business.

NON-GAAP FINANCIAL MEASURES

In addition to financial results reported in accordance with GAAP, we compute certain financial measures using non-GAAP components, as defined by the U.S. Securities and Exchange Commission ("SEC"). These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other companies. We have provided a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures.

Reconciliation of Non-GAAP Components Used in the Computation of Certain Financial Measures

We exclude the effects of certain tax adjustments and other items for purposes of presenting net income attributable to GATX, diluted earnings per share, and return on equity attributable to GATX because we believe these items are not attributable to our business operations. Management utilizes net income attributable to GATX, excluding tax adjustments and other items, when analyzing financial performance because such amounts reflect the underlying operating results that are within management’s ability to influence. Accordingly, we believe presenting this information provides investors and other users of our financial statements with meaningful supplemental information for purposes of analyzing year-to-year financial performance on a comparable basis and assessing trends.

The following tables show our net income attributable to GATX, diluted earnings per share, and return on equity attributable to GATX, excluding tax adjustments and other items for the years ended December 31 (in millions, except per share data):


Impact of Tax Adjustments and Other Items on Net Income Attributable to GATX:
	2025		2024		2023
Net income (GAAP)	$	333.3	$	284.2	$	259.2
Less: Net income attributable to non-controlling interest	—		—		—
Net income attributable to GATX	$	333.3	$	284.2	$	259.2
Adjustments to pre-tax income attributable to GATX:
Acquisition-related expenses (1)	$	6.5	$	—	$	—
Litigation claims settlements (2)	—		3.3		—
Environmental reserves (3)	—		10.7		—
Net (gain) loss on Specialized Gas Vessels at Engine Leasing (4)	—		(0.6)		4.0
Net gain on Rail Russia at Rail International (5)	—		—		(0.3)


Total adjustments to pre-tax income attributable to GATX	$	6.5	$	13.4	$	3.7
Income taxes thereon, based on applicable effective tax rate	$	(1.6)	$	(3.5)	$	—
Other income tax adjustments to income attributable to GATX:
Income tax rate changes (6)	$	(13.3)	$	(6.0)	$	(3.0)
Net operating loss valuation allowance adjustment (7)	6.4		—		(2.3)
Total other income tax adjustments to income attributable to GATX	$	(6.9)	$	(6.0)	$	(5.3)
Adjustments attributable to affiliates' earnings, net of taxes:
Insurance proceeds (8)	$	(11.5)	$	—	$	—

Total adjustments attributable to affiliates' earnings, net of taxes	$	(11.5)	$	—	$	—
Net income attributable to GATX, excluding tax adjustments and other items (non-GAAP)	$	319.8	$	288.1	$	257.6


Impact of Tax Adjustments and Other Items on Diluted Earnings per Share:
	2025		2024		2023
Diluted earnings per share (GAAP)	$	9.12	$	7.78	$	7.12
Adjustments to income attributable to GATX, net of taxes:
Acquisition-related expenses (1)	$	0.13	$	—	$	—
Litigation claims settlements (2)	—		0.07		—
Environmental reserves (3)	—		0.22		—
Net (gain) loss on Specialized Gas Vessels at Engine Leasing (4)	—		(0.02)		0.11
Net gain on Rail Russia at Rail International (5)	—		—		(0.01)

Other income tax adjustments to income attributable to GATX:
Income tax rate changes (6)	(0.37)		(0.16)		(0.08)
Net operating loss valuation allowance adjustment (7)	0.18		—		(0.06)
Adjustments attributable to affiliates' earnings, net of taxes:
Insurance proceeds (8)	(0.31)		—		—

Diluted earnings per share, excluding tax adjustments and other items (non-GAAP)*	$	8.75	$	7.89	$	7.07

(*) Sum of individual components may not be additive due to rounding.

_______

(1) Expenses associated with the acquisition of Wells Fargo's rail assets.

(2) Expenses recorded for the settlements of litigation claims arising out of legacy business operations.

(3) Reserves recorded for our share of anticipated environmental remediation costs arising out of prior operations and legacy businesses.

(4) In 2022, we made the decision to sell the Specialized Gas Vessels. We have recorded gains and losses associated with the subsequent impairments and sales of these assets. As of December 31, 2023, all vessels had been sold.

(5) In 2022, we made the decision to exit Rail Russia. In 2023, we sold Rail Russia and recorded a gain on the final sale of this business.

(6) Deferred income tax adjustment attributable to an enacted corporate income tax rate reduction in Germany in 2025 and deferred income tax adjustments attributable to state tax rate reductions in 2024 and 2023.

(7) Valuation allowance adjustment associated with the realizability of state net operating losses in future tax years.

(8) Insurance recoveries related to aircraft spare engines at RRPF for which it had previously recorded impairment losses.


	2025		2024		2023
Return on Equity attributable to GATX (GAAP)	12.8	%	12.1	%	12.0	%
Return on Equity attributable to GATX, excluding tax adjustments and other items (non-GAAP)	12.3	%	12.2	%	12.0	%

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to interest rate and foreign currency exchange rate risks that could impact our financial results. To manage these risks we may enter into certain derivative transactions, principally interest rate swaps, Treasury rate locks, options, and currency forwards and swaps. These instruments and other derivatives are entered into only for hedging existing underlying exposures. We do not hold or issue derivative financial instruments for speculative purposes.

Interest Rate Exposure — Our reported interest expense is affected by changes in interest rates as a result of the issuance of floating rate debt instruments. We strive to manage our amount of floating rate debt exposure in order to reduce interest expense volatility. Based on our floating rate debt instruments at December 31, 2025, and giving effect to related derivatives, a hypothetical increase in market interest rates of 100 basis points would cause an increase in after-tax interest expense of $10.8 million in 2026. Comparatively, at December 31, 2024, a hypothetical 100 basis point increase in interest rates would have resulted in a $5.3 million increase in after-tax interest expense in 2025. Our earnings are also exposed to interest rate changes from affiliates' earnings. Certain affiliates issue floating rate debt instruments to finance their investments.

Foreign Currency Exchange Rate Exposure — Certain of our foreign subsidiaries conduct business in currencies other than the U.S. dollar, principally those operating in Austria, Canada, Germany, Poland, India, and the Netherlands. As a result, we are exposed to foreign currency risk attributable to changes in the exchange value of the U.S. dollar in terms of the euro, Canadian dollar, Polish zloty, and Indian rupee. Based on 2025 local currency earnings and considering non-functional currency assets and liabilities recorded as of December 31, 2025, and giving effect to related derivatives, a uniform and hypothetical 10% strengthening in the U.S. dollar versus applicable foreign currencies would decrease after-tax income in 2026 by $11.7 million. Comparatively, based on 2024 local currency earnings and considering non-functional currency assets and liabilities recorded as of December 31, 2024, a uniform and hypothetical 10% strengthening in the U.S. dollar versus applicable foreign currencies would have decreased after-tax income in 2025 by $9.6 million.

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND NOTES


			Page
Report of Independent Registered Public Accounting Firm on Financial Statements (PCAOB ID: 42)			57
Consolidated Balance Sheets			59
Consolidated Statements of Income			60
Consolidated Statements of Comprehensive Income			61
Consolidated Statements of Cash Flows			62
Consolidated Statements of Changes in Equity			63

Notes to Consolidated Financial Statements
Note 1. Description of Business			64
Note 2. Accounting Changes			64
Note 3. Significant Accounting Policies			65
Note 4. Operating Assets and Facilities			71
Note 5. Leases			71
Note 6. Investments in Affiliated Companies			74
Note 7. Variable Interest Entities			77
Note 8. Debt			78
Note 9. Fair Value			81
Note 10. Assets Impairments and Assets Held for Sale			84
Note 11. Pension and Other Post-Retirement Benefits			85
Note 12. Share-Based Compensation			91
Note 13. Income Taxes			94
Note 14. Concentrations			98
Note 15. Commercial Commitments			98
Note 16. Earnings per Share			99
Note 17. Goodwill			100
Note 18. Allowance for Losses			100
Note 19. Other Assets and Other Liabilities			100
Note 20. Shareholders' Equity			101
Note 21. Accumulated Other Comprehensive Loss			101
Note 22. Non-Controlling Interest			102
Note 23. Foreign Operations			102
Note 24. Legal Proceedings and Other Contingencies			102
Note 25. Financial Data of Business Segments			105
Note 26. Subsequent Events			109

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of GATX Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of GATX Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 19, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.


			Impairment of Long-Lived Assets within the Rail North America Segment

Description of the Matter			As described in Notes 3 and 10 to the consolidated financial statements, the Company reviews long-lived assets for impairment annually, or if circumstances indicate that the carrying amount of those assets may not be recoverable. The Company evaluates the recoverability of assets to be held and used by comparing the carrying amount of the asset to the undiscounted future net cash flows the asset is expected to generate. If the Company determines that an asset is impaired, an impairment loss is recognized equal to the excess of the asset’s carrying amount over its fair value. Auditing management’s evaluation of long-lived assets for impairment involved subjectivity due to the significant estimation required to determine the undiscounted future net cash flows for assets with indicators of potential impairment. In particular, the estimated lease revenue is a significant assumption, which can be affected by changes to the Company’s business and industry factors.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s long-lived asset impairment review process, including controls over management’s review of the significant assumption discussed above. To test the Company’s long-lived asset impairment review process, we performed audit procedures that included, among others, assessing the methodology used, evaluating the significant assumption discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We assessed the historical accuracy of management’s estimates used in their analysis and compared the estimated lease revenue used by management to current year lease rates. In addition, we evaluated whether changes to the Company’s business and industry factors would affect the reasonableness of the estimated lease revenues.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1916.

Chicago, Illinois

February 19, 2026

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)


	December 31
	2025		2024
Assets
Cash and Cash Equivalents	$	743.0	$	401.6
Restricted Cash	4,241.9		0.2

Receivables
Rent and other receivables	109.0		86.5
Finance leases (as lessor)	104.2		118.3
Less: allowance for losses	(6.0)		(5.7)
	207.2		199.1

Operating Assets and Facilities	15,662.6		14,330.6
Less: allowance for depreciation	(4,251.7)		(3,880.9)
	11,410.9		10,449.7
Lease Assets (as lessee)
Right-of-use assets, net of accumulated depreciation	137.4		165.4



Investments in Affiliated Companies	732.3		663.3
Goodwill	126.3		114.1
Other Assets	400.5		303.1
Total Assets	$	17,999.5	$	12,296.5

Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses	$	318.4	$	217.1
Debt
Borrowings under bank credit facilities	82.2		10.4
Recourse debt	12,451.7		8,215.3
	12,533.9		8,225.7
Lease Obligations (as lessee)
Operating leases	154.3		180.0



Deferred Income Taxes	1,195.7		1,127.3
Other Liabilities	162.1		107.5
Total Liabilities	14,364.4		9,857.6
Equity
Common stock, $0.625 par value: Authorized shares — 120,000,000 Issued shares — 69,316,358 and 69,075,329 Outstanding shares — 35,400,021 and 35,575,691	42.9		42.7
Additional paid in capital	875.4		847.1
Retained earnings	3,451.2		3,208.1
Accumulated other comprehensive loss	(104.6)		(209.6)
Treasury stock at cost (33,916,337 and 33,499,638 shares)	(1,514.4)		(1,449.4)
Total GATX Shareholders’ Equity	2,750.5		2,438.9
Non-Controlling Interest	884.6		—
Total Equity	$	3,635.1	$	2,438.9
Total Liabilities and Equity	$	17,999.5	$	12,296.5

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)


	Year Ended December 31
	2025		2024		2023
Revenues
Lease revenue	$	1,486.2	$	1,381.1	$	1,251.4
Non-dedicated engine revenue	86.7		64.6		37.6
Marine operating revenue	—		—		6.9
Other revenue	167.5		139.8		115.0
Total Revenues	1,740.4		1,585.5		1,410.9
Expenses
Maintenance expense	427.7		381.6		344.8
Depreciation expense	431.8		402.4		376.3
Operating lease expense	28.9		33.9		36.0
Marine operating expense	—		—		6.5
Other operating expense	65.3		57.7		46.6
Selling, general and administrative expense	252.6		236.3		212.7
Total Expenses	1,206.3		1,111.9		1,022.9
Other Income (Expense)
Net gain on asset dispositions	136.9		138.3		130.3
Interest expense, net	(391.5)		(341.0)		(263.4)
Other expense	(0.4)		(9.5)		(9.4)
Income before Income Taxes and Share of Affiliates’ Earnings	279.1		261.4		245.5
Income taxes	(63.1)		(60.0)		(58.7)
Share of affiliates’ earnings, net of taxes	117.3		82.8		72.4
Net Income	$	333.3	$	284.2	$	259.2
Less: Net Income Attributable to Non-Controlling Interest	—		—		—
Net Income Attributable to GATX	$	333.3	$	284.2	$	259.2

GATX Share Data
Basic earnings per share	$	9.14	$	7.80	$	7.13
Average number of common shares	35.8		35.8		35.7

Diluted earnings per share	$	9.12	$	7.78	$	7.12
Average number of common shares and common share equivalents	35.9		35.9		35.7

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share data)


	Year Ended December 31
	2025		2024		2023
Net Income	$	333.3	$	284.2	$	259.2
Other Comprehensive Income, Net of Taxes
Foreign currency translation adjustments	109.3		(53.8)		45.8
Unrealized (loss) gain on derivative instruments	(19.6)		1.0		1.3
Post-retirement benefit plans	0.9		10.8		(3.1)
Other comprehensive income (loss)	90.6		(42.0)		44.0
Comprehensive Income	$	423.9	$	242.2	$	303.2
Less: Comprehensive Loss Attributable to Non-Controlling Interest	(14.4)		—		—
Comprehensive Income Attributable to GATX	$	438.3	$	242.2	$	303.2

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Year Ended December 31
	2025		2024		2023
Operating Activities
Net income	$	333.3	$	284.2	$	259.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	452.3		421.4		392.1
Net gains on sales of assets	(140.0)		(137.8)		(130.9)
Asset impairments	3.6		—		1.5
Employee benefit plans	(0.2)		(0.8)		(4.3)
Share-based compensation	25.0		23.0		18.3
Deferred income taxes	53.2		45.8		38.3
Share of affiliates’ earnings, net of dividends	(67.3)		(32.8)		(47.4)
Changes in working capital items	(11.8)		(0.9)		(6.4)
Net cash provided by operating activities	648.1		602.1		520.4
Investing Activities



Portfolio investments and capital additions	(1,316.7)		(1,674.4)		(1,665.0)
Purchases of assets previously leased	(15.0)		—		—
Portfolio proceeds	275.0		230.6		272.8
Proceeds from sales of other assets	36.8		24.9		20.2

Short-term investments	—		—		150.0
Other	3.1		2.2		2.7
Net cash used in investing activities	(1,016.8)		(1,416.7)		(1,219.3)
Financing Activities
Net proceeds from issuances of debt with original maturities longer than 90 days	4,841.5		1,295.6		1,420.0
Repayments of debt with original maturities longer than 90 days	(733.4)		(413.5)		(500.0)
Net increase (decrease) in debt with original maturities of 90 days or less	70.4		—		(7.1)
Purchases of assets previously leased	—		(30.4)		—

Stock repurchases	(65.0)		(21.9)		(2.6)
Dividends	(89.8)		(84.8)		(80.6)
GABX equity contribution from non-controlling interest	899.0		—		—
Other	22.1		25.5		14.4
Net cash provided by financing activities	4,944.8		770.5		844.1
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash	7.0		(4.9)		1.6
Net increase (decrease) in Cash, Cash Equivalents, and Restricted Cash during the year	4,583.1		(49.0)		146.8
Cash, Cash Equivalents, and Restricted Cash at beginning of year	401.8		450.8		304.0
Cash, Cash Equivalents, and Restricted Cash at end of year	$	4,984.9	$	401.8	$	450.8

Supplemental Cash Flow Information:
Interest paid (1)	$	413.2	$	350.1	$	260.1

_______

(1) Interest paid consisted of interest on debt obligations and interest rate swaps (net of interest received).

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions)


	2025	2025		2024	2024		2023	2023
	Shares	Dollars		Shares	Dollars		Shares	Dollars
Common Stock
Balance at beginning of year	69.1	$	42.7	68.8	$	42.5	68.6	$	42.4
Issuance of common stock	0.2	0.2		0.3	0.2		0.2	0.1
Balance at end of year	69.3	42.9		69.1	42.7		68.8	42.5
Treasury Stock
Balance at beginning of year	(33.5)	(1,449.4)		(33.3)	(1,427.5)		(33.3)	(1,424.9)
Stock repurchases	(0.4)	(65.0)		(0.2)	(21.9)		—	(2.6)
Balance at end of year	(33.9)	(1,514.4)		(33.5)	(1,449.4)		(33.3)	(1,427.5)
Additional Paid In Capital
Balance at beginning of year		847.1			816.1			792.2
Share-based compensation effects		28.3			31.0			23.9

Balance at end of year		875.4			847.1			816.1
Retained Earnings
Balance at beginning of year		3,208.1			3,009.5			2,831.5
Net income attributable to GATX		333.3			284.2			259.2
Dividends declared (per share: $2.44 in 2025, $2.32 in 2024 and $2.20 in 2023)		(90.2)			(85.6)			(81.2)

Balance at end of year		3,451.2			3,208.1			3,009.5
Accumulated Other Comprehensive Loss
Balance at beginning of year		(209.6)			(167.6)			(211.6)
Other comprehensive income (loss) attributable to GATX		105.0			(42.0)			44.0

Balance at end of year		(104.6)			(209.6)			(167.6)
Total GATX Shareholders’ Equity		2,750.5			2,438.9			2,273.0
Non-Controlling Interest
Balance at beginning of year		—			—			—
Issuance of non-controlling interest (1)		899.0			—			—
Net income attributable to non-controlling interest		—			—			—
Other comprehensive loss attributable to non-controlling interest		(14.4)			—			—
Balance at end of year		884.6			—			—
Total Equity		$	3,635.1		$	2,438.9		$	2,273.0

_______

(1) Creation and funding of the GABX joint venture.

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Description of Business

As used herein, "GATX," the "Company," "we," "us," "our," and similar terms refer to GATX Corporation and its subsidiaries, unless indicated otherwise.

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" for further information.

NOTE 2. Accounting Changes

New Accounting Pronouncements Adopted


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements or Other Significant Matters
Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance disclosures for the effective rate reconciliation and income taxes paid.	The Company adopted this standard in 2025.	The primary impact is the level of disaggregation disclosed in the effective rate reconciliation table, alignment of rate reconciliation category naming convention with the guidance, and the addition of income taxes paid by jurisdiction. We adopted the guidance on a retrospective basis by applying the disclosure guidance to all three comparative periods presented. The changes described are presented in "Note 13. Income Taxes."

New Accounting Pronouncements Not Yet Adopted


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements or Other Significant Matters
Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures to require public companies to disclose a disaggregation of certain expenses that are presented on the face of the income statement including amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses.	The new guidance will be effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and subsequent interim periods. Early adoption is permitted.	We are currently assessing the requirements and the level of disclosure that will be required for our income statement expenses.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3. Significant Accounting Policies

Basis of Presentation

We prepared the accompanying consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP").

Consolidation

Our consolidated financial statements include our assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which we had a controlling financial interest. We have eliminated intercompany transactions and balances.

Non-Controlling Interest

Non-controlling interest was established in December 2025 as a result of the creation and funding of the GABX joint venture with Brookfield. As of December 31, 2025, our ownership percentage in GABX is 30%. Non-controlling interest represents the portion of our consolidated net assets that are not attributable to GATX. Non-controlling interest is recorded at carrying value and is reported as a component of equity on our consolidated balance sheets. Further, a portion of net income is allocated to non-controlling interest holders based on the ownership percentage and is recorded as net income attributable to non-controlling interest on the consolidated statements of income. Income tax benefit or provision is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income.

Use of Estimates

Preparing financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts we report. We regularly evaluate our estimates and judgments based on historical experience and other relevant facts and circumstances. Actual amounts could differ from our estimates.

Lease Classification

We determine the classification of a lease at its inception. If the provisions of the lease subsequently change, we evaluate whether the modification requires a reassessment of the classification per the guidance around lease modifications within ASC Topic 842, Leases ("Topic 842") and will reassess lease classification, if required. See "Note 5. Leases."

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services.

We disaggregate revenue into four categories as presented on our statements of income:

Lease Revenue

Lease revenue, which includes operating lease revenue and finance lease revenue, is our primary source of revenue.

Operating Lease Revenue

We lease railcars, locomotives, aircraft spare engines, and tank containers under full-service and net operating leases. We price full-service leases as an integrated service that includes amounts related to maintenance, insurance, and ad valorem taxes. We do not offer stand-alone maintenance service contracts. Operating lease revenue is within the scope of Topic 842, and we have elected not to separate non-lease components from the associated lease component for qualifying leases. Operating lease revenue is recognized on a straight-line basis over the term of the underlying lease. As a result, lease revenue may not be recognized in the same period as maintenance and other costs, which we expense as incurred. Variable rents are recognized when applicable contingencies are resolved. Revenue is not recognized if collectability is not probable. See "Note 5. Leases."

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Finance Lease Revenue

In certain cases, we lease railcars and tank containers that, at lease inception or upon modification, are classified as finance leases. In accordance with Topic 842, finance lease revenue is recognized using the effective interest method, using the interest rate implicit in the lease. See "Note 5. Leases."

Non-Dedicated Engine Revenue

Certain of our owned aircraft spare engines are part of a pool of non-dedicated spare engines managed under a capacity agreement with Rolls-Royce plc and its affiliates (collectively "Rolls-Royce"). Revenue is earned based on our ability to meet engine capacity requirements under the agreement, which requires us to enroll a minimum number of engines in a pool of non-dedicated spare engines for short-term lease to Rolls-Royce customers. We recognize revenue based on our right to receive a portion of the revenue earned by the pool, which is calculated based on the average engine flight hours reported for each type of engine enrolled into the pool.

Marine Operating Revenue

Historically, we generated marine operating revenue through shipping services completed by our marine vessels. All marine vessels were sold as of December 31, 2023.

Other Revenue

Other revenue is comprised of customer repair revenue, termination fees, interest income, and other miscellaneous revenues. Select components of other revenue are within the scope of ASC Topic 606, Revenue from Contracts with Customers. Revenue attributable to variable lease components is recognized when earned, in accordance with Topic 842.

Earnings Per Share

We compute basic and diluted earnings per share using the two-class method, which is an earnings allocation calculation that determines Earnings Per Share ("EPS") for each class of common stock and participating security. Our vested and exercisable stock options contain non-forfeitable rights to dividends or dividend equivalents and are classified as participating securities in the calculation of EPS. Our unvested stock options, restricted stock units, performance shares and non-employee director awards do not contain nonforfeitable rights to dividends or dividend equivalents and are therefore not classified as participating securities. Vested non-employee director awards are treated as shares outstanding for basic and diluted earnings per share because these awards are guaranteed to be settled in shares upon the passage of time.

Under the two-class method, net income attributable to GATX is allocated between shares of common stock and participating securities based on their participating rights. Basic EPS is computed by dividing net income attributable to GATX, adjusted for earnings allocated to participating securities, by the weighted-average number of common shares outstanding. We weight shares issued or reacquired for the portion of the period that they were outstanding. Diluted EPS is calculated by dividing net income attributable to GATX, adjusted for earnings allocated to participating securities, by the weighted-average number of common shares outstanding adjusted for the dilutive effect of unvested stock options, restricted stock units and performance shares. The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock method or the two-class method. Earnings allocated to participating securities include their portion of dividends declared and undistributed earnings during the period.

Cash and Cash Equivalents and Short-Term Investments

We classify all highly liquid investments with a maturity of three months or less at the date of purchase as cash equivalents. Investments with maturities greater than three months but less than one year at the date of purchase are classified as short-term investments.

Restricted Cash

Restricted cash is cash and cash equivalents that are restricted as to withdrawal and use. As of December 31, 2025, our restricted cash primarily related to cash held in escrow on behalf of GABX to be used for the acquisition of Wells Fargo's rail assets.

GATX CORP 10-K