GATX Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement
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
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into A Material Definitive Agreement
GATX Corporation (“GATX”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein (collectively, the “Underwriters”), dated October 22, 2025, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $200,000,000 aggregate principal amount of 5.500% Senior Notes due 2035 (the “2035 Notes”) and $200,000,000 aggregate principal amount of 6.050% Senior Notes due 2054 (the “2054 Notes” and, together with the 2035 Notes, the “Notes”), as described in the prospectus supplement, dated October 22, 2025 (the “Prospectus Supplement”), filed pursuant to GATX’s shelf registration statement on Form S-3, Registration No. 333-286436. The 2035 Notes will form a single series with and have the same terms as the $500,000,000 aggregate principal amount of 2035 Notes issued by GATX on February 6, 2025. Upon completion of this offering, an aggregate $700,000,000 of GATX’s 2035 Notes will be outstanding. The 2054 Notes will form a single series with and have the same terms as the $400,000,000 aggregate principal amount of 2054 Notes issued by GATX on June 5, 2024 and the $300,000,000 aggregate principal amount of 2054 Notes issued by GATX on February 6, 2025. Upon completion of this offering, an aggregate $900,000,000 of GATX’s 2054 Notes will be outstanding.
The Notes were issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank Trust Company, National Association, as trustee, as successor in interest to U.S. Bank National Association, and the officers’ certificates providing for the issuance of the Notes. The Underwriters delivered the Notes against payment on October 24, 2025.
The above description of the Underwriting Agreement is a summary and is not complete. The above summary is qualified by reference to the terms of the full Underwriting Agreement. Copies of the Underwriting Agreement and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are 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
See Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 1.1* | Underwriting Agreement, dated October 22, 2025, between GATX and BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. | |
| 4.1 | Form of 5.500% Senior Notes due 2035. | |
| 4.2 | Form of 6.050% Senior Notes due 2054. | |
| 5.1 | Opinion of Mayer Brown LLP as to the validity of the securities being offered. | |
| 23.1 | Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
| * | Certain exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. GATX agrees to furnish supplementally a copy of any omitted exhibit to the Securities & Exchange Commission upon request; provided, however, that GATX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
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: October 24, 2025