GATX CORP

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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.

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 share repurchase authorization 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.

During the second quarter of 2026, we repurchased 268,537 shares of common stock for $47.3 million under the New Repurchase Program, compared to 103,891 share repurchases for $15.2 million completed during the second quarter of 2025 under the Prior Repurchase Program. As of June 30, 2026, $248.9 million remained available under the New Repurchase Program authorization.

The following is a summary of common stock repurchases completed by month during the second quarter of 2026:

(1) Represents the approximate dollar value of shares available for purchase under the New Repurchase Program, as the Prior Repurchase Program has been terminated.