GATX CORP
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
GATX$187.22+0.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements
| Page | |
|---|---|
| Documents Filed as Part of this Report: | |
| Report of Independent Registered Public Accounting Firm on Financial Statements | 57 |
| Consolidated Balance Sheets — December 31, 2025 and 2024 | 59 |
| Consolidated Statements of Income — Years Ended December 31, 2025, 2024, and 2023 | 60 |
| Consolidated Statements of Comprehensive Income — Years Ended December 31, 2025, 2024, and 2023 | 61 |
| Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024, and 2023 | 62 |
| Consolidated Statements of Changes in Equity — Years Ended December 31, 2025, 2024, and 2023 | 63 |
| Notes to Consolidated Financial Statements | 64 |
| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | 111 |
- Financial Statement Schedules:
Schedules for which provision is made in the applicable accounting regulations of the U.S. Securities and Exchange Commission are not required under the related instructions or are inapplicable, and, therefore, have been omitted.
- Exhibits.
EXHIBIT INDEX
| ExhibitNumber | Exhibit Description |
| Filed with this Report: | |
|---|---|
| 21 | Subsidiaries of the Registrant. |
| 23 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
| 31.1 | Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification). |
| 31.2 | Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification). |
| 32 | Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification). |
| 101 | The following materials from GATX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, are formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, (v) Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024, and 2023, and (vi) Notes to the Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| Incorporated by Reference: | |
| 2.1 | Purchase Agreement, dated as of May 29, 2025, by and among GATX Corporation, Wells Fargo Bank, N.A., Everen Capital Corporation, BFLX Leasing Holdings LLC, GATX Rail Locomotive Group, L.L.C., and GABX Leasing LLC, is incorporated herein by reference to Exhibit 10.1 of GATX's Form 8-K dated May 30, 2025, file number 1-2328.+ |
| 3.1 | Restated Certificate of Incorporation of GATX Corporation is incorporated herein by reference to Exhibit 3.2 to GATX’s Form 8-K filed October 31, 2013, file number 1-2328. |
| 3.2 | Amended and Restated By-Laws of GATX Corporation, as amended and restated on October 28, 2022, are incorporated herein by reference to Exhibit 3.1 of GATX’s Form 8-K filed November 1, 2022, file number 1-2328. |
| 4.1 | Indenture dated as of November 1, 2003 between GATX Financial Corporation and JP Morgan Chase Bank is incorporated herein by reference to Exhibit 4Q to GATX Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, file number 1-8319. |
| 4.2 | Indenture dated as of February 6, 2008, between GATX Corporation and U.S. Bank National Association, as Trustee, is incorporated herein by reference to Exhibit 4.12 to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, file number 1-2328. |
| 4.3 | Description of the Registrant's Securities is incorporated herein by reference to Exhibit 4.3 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, file number 1-2328. | |
| 10.1 | Five Year Credit Agreement dated as of May 21, 2024, among GATX Corporation, as borrower, Citibank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint book managers, Bank of America, N.A., as syndication agent, BMO Bank N.A., CIBC Bank USA, KeyBank National Association, Morgan Stanley MUFG Loan Partners, LLC, PNC Bank, National Association and U.S. Bank, National Association, as co-documentation agents, Citibank, N.A., as administrative agent, and the lenders party thereto is incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K filed May 22, 2024, file number 1-2328.+ | |
| 10.2 | Supply Agreement by and between GATX Corporation, as Buyer, and Trinity Rail Group, LLC, as Seller, dated September 30, 2022 is incorporated herein by reference to Exhibit 10.1 to GATX’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, file number 1-2328 .+ | |
| 10.3 | GATX Corporation 2012 Incentive Award Plan is incorporated herein by reference to Exhibit A to the Definitive Proxy Statement filed on March 16, 2012 in connection with GATX's 2012 Annual Meeting of Shareholders, file number 1-2328.* | |
| i. | Amendment and Restatement of said Plan, effective May 5, 2017, is incorporated herein by reference to Exhibit C to the Definitive Proxy Statement filed on March 24, 2017 in connection with GATX's 2017 Annual Meeting of Shareholders, file number 1-2328.* | |
| 10.4 | Form of Corporate Officers' Incentive Plan under the GATX Corporation 2012 Incentive Award Plan is incorporated herein by reference to Exhibit 10.3 of GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.* | |
| 10.5 | Form of Amended and Restated Agreement for Employment Following a Change of Control dated as of January 1, 2009, between GATX Corporation and Robert C. Lyons is incorporated herein by reference to Exhibit 10.28 to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, file number 1-2328.* | |
| 10.6 | Form of Agreement for Employment Following a Change of Control between GATX Corporation and Thomas A. Ellman (dated as of January 1, 2014), Paul F. Titterton (dated as of August 1, 2022), Kim Nero (dated as of May 1, 2021) and Brian L. Glassberg (dated as of December 1, 2022) is incorporated herein by reference to Exhibit 10.1 to GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, file number 1-2328.* | |
| 10.7 | Form of Agreement for Employment following a Change of Control between GATX Corporation and Niyi Adedoyin (dated as of January 29, 2016), Jennifer McManus (dated as of October 30, 2020), Jennifer Van Aken (dated as of October 30, 2020), Jeffery R. Young (dated as of February 1, 2015), and Robert A. Zmudka (dated as of August 9, 2018) is incorporated herein by reference to Exhibit 10.2 to GATX’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, file number 1-2328.* | |
| 10.8 | GATX Corporation U.S. Executive Severance Plan, effective as of February 15, 2023, is incorporated herein by reference to Exhibit 10.2 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, file number 1-2328.* | |
| 10.9 | Form of GATX Corporation Indemnification Agreement for directors as of February 23, 2009, is incorporated herein by reference to Exhibit 10.1 to GATX's Form 8-K filed February 24, 2009, file number 1-2328. | |
| 10.10 | Form of Performance Share Agreement (with cash-election option) for grants under the GATX Corporation 2012 Incentive Award Plan to executive officers with Agreements for Employment Following a Change of Control is incorporated herein by reference to Exhibit 10.4 of GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, file number 1-2328.* | |
| 10.11 | Form of Performance Share Agreement for grants under the GATX Corporation Amended and Restated 2012 Incentive Award Plan to executive officers is incorporated herein by reference to Exhibit 10.1 of GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.* | |
| 10.12 | Form of Performance Share Agreement (with cash-election option) for grants under the GATX Corporation Amended and Restated 2012 Incentive Award Plan to executive officers following adoption of the Tax Cuts and Jobs Act of 2017 is incorporated herein by reference to Exhibit 10.1 to GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, file number 1-2328.* | |
| 10.13 | Form of Non-Qualified Stock Option Agreement for awards under the GATX Corporation 2012 Incentive Award Plan to executive officers is incorporated herein by reference to Exhibit 10.2 of GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.* | |
| 10.14 | Form of Non-Qualified Stock Option Agreement for awards under the GATX Corporation 2012 Incentive Award Plan to executive officers with Agreements for Employment Following a Change of Control, is incorporated herein by reference to Exhibit 10.3 to GATX's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, file number 1-2328.* | |
| 10.15 | Form of Restricted Stock Unit Agreement for Grants under the Amended and Restated 2012 Incentive Award Plan to Thomas A. Ellman and Paul F. Titterton is incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K filed January 28, 2022, file number 1-2328.* | |
| 10.16 | Form of Confidential Information, Non-Competition, and Non-Solicitation Agreement between the Corporation and Thomas A. Ellman and Paul F. Titterton is incorporated herein by reference to Exhibit 10.2 to GATX’s Form 8-K filed January 28, 2022, file number 1-2328.* |
| 10.17 | Form of Restricted Stock Unit Agreement for Grants under the Amended and Restated 2012 Incentive Award Plan to directors is incorporated herein by reference to Exhibit 10.2 to GATX’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, file number 1-2328.* |
| 10.18 | Amended and Restated GATX Corporation Director's Phantom Stock Plan, effective as of December 2, 2016, is incorporated herein by reference to Exhibit 10.2 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, file number 1-2328.* |
| 10.19 | Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan, effective as of January 1, 2025, is incorporated herein by reference to Exhibit 10.2 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, file number 1-2328.* |
| 10.20 | Amendment to Amended and Restated Agreement for Employment Following a Change of Control, dated February 18, 2025, between GATX Corporation and Robert C. Lyons, is incorporated herein by reference to Exhibit 10.1 to GATX's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, file number 1-2328.* |
| 10.21 | Commitment Increase Supplement, dated as of June 30, 2025, by and among GATX Corporation, M&T Bank as Increasing Lender, the additional parties thereto, and Citibank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K filed July 1, 2025, file number 1-2328. |
| 10.22 | Credit Agreement, dated as of December 31, 2025, by and among GABX Leasing LLC, as borrower, the lenders party thereto from time to time, and Wells Fargo Bank, N.A., as administrative agent, is incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K filed January 5, 2026, file number 1-2328.+ |
| 10.23 | Guaranty Agreement, dated as of December 31, 2025, by and between GATX Corporation and Wells Fargo Bank, N.A., as administrative agent, is incorporated herein by reference to Exhibit 10.2 to GATX’s Form 8-K filed January 5, 2026, file number 1-2328. |
| 10.24 | Amended and Restated Limited Liability Company Agreement of GABX Leasing LLC, dated as of January 1, 2026, by and among GABX Leasing LLC, GABX Leasing Holding LLC, and GATX Corporation, is incorporated herein by reference to Exhibit 10.3 to GATX’s Form 8-K filed January 5, 2026, file number 1-2328.+ |
| 10.25 | Call Option Agreement, dated as of January 1, 2026, by and among Michigan U.S. Holdings LP, GATX Corporation and GABX Leasing Holding LLC, is incorporated herein by reference to Exhibit 10.4 to GATX’s Form 8-K filed January 5, 2026, file number 1-2328.+ |
| 10.26 | Undertakings to the GATX Corporation Salaried Employees’ Retirement Savings Plan is incorporated herein by reference to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 1982, file number 1-2328.* (Paper copy). |
| 19 | GATX Corporation Insider Trading Policy, is incorporated herein by reference to Exhibit 19 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, file number 1-2328. |
| 97 | GATX Corporation Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023 is incorporated herein by reference to Exhibit 97 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, file number 1-2328.* |
(*) Compensatory Plans or Arrangements.
(+) Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.
Certain instruments evidencing long-term indebtedness of GATX Corporation are not being filed as exhibits to this Report because the total amount of securities authorized under any such instrument does not exceed 10% of GATX Corporation’s total assets. GATX Corporation will furnish copies of any such instruments upon request of the U.S. Securities and Exchange Commission.
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