UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into A Material Definitive Agreement |
On May 21, 2026, GATX Corporation (the “Company”) entered into Amendment No. 1 (the “Amendment”) among the Company, the banks, financial institutions and other institutional lenders parties thereto, and Citibank, N.A., as administrative agent, to its existing Five Year Credit Agreement, dated as of May 21, 2024 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Company, Citibank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint book managers, the lenders party thereto, and Citibank, N.A., as administrative agent. Pursuant to the Amendment, (i) the termination date of the Credit Agreement has been extended from May 21, 2030 to May 21, 2031, (ii) the applicable margin for borrowings bearing interest based on either the Secured Overnight Financing Rate (SOFR) or alternative base rate (ABR) was decreased such that revolving loans are priced by reference to a grid based on the Company’s public credit rating with the margins ranging from 80.5 basis points to 130 basis points (for borrowings bearing interest based on SOFR) and 0 basis points to 30 basis points (for borrowings bearing interest based on ABR) and (iii) the facility fee payable by the Company to the lenders under the Credit Agreement was decreased such that it is priced by reference to a grid based on the Company’s public credit rating with the applicable percentage ranging from 7 basis points to 20 basis points.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement and the Amendment is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 10.1 | Amendment No. 1 to Credit Agreement, dated as of May 21, 2026, by and among GATX Corporation, as borrower, the banks, financial institutions and other institutional lenders parties thereto, and Citibank, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
GATX CORPORATION |
| (Registrant) |
/s/ Thomas A. Ellman |
Thomas A. Ellman Executive Vice President, Chief Financial Officer |
Date: May 21, 2026