GATX: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersAt the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of GATX Corporation (the “Company”) held on April 24, 2026, the Company’s shareholders, upon the recommendation of the Board of Directors, approved an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan (the “Restated Plan”), which was previously adopted by the Board of Directors, subject to the approval by the shareholders. The Restated Plan, among other things, (i) increased the number of shares of common stock reserved for issuance under the existing plan by 1,300,000 shares, (ii) removed the fixed term under the existing plan, (iii) increased certain annual limits on awards that may be granted to any individual participant in a calendar year, (iv) increased the annual limit of compensation payable to non-employee directors, and (v) provided that consultants will be eligible participants under the Restated Plan.A more detailed description of the material terms of the Restated Plan is included in our 2026 Proxy Statement filed with the Securities and Exchange Commission on March 13, 2026 (the “Proxy Statement”). The foregoing description of the Restated Plan is not complete and is qualified in its entirety by reference to the complete text of the Restated Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.Item 5.07 Submission of Matters to a Vote of Security HoldersAt the Annual Meeting, the shareholders of the Company considered and voted upon four proposals, each of which is described in detail in the Proxy Statement. Of the 35,523,634 shares outstanding on the record date and entitled to vote at the Annual Meeting, 34,016,938 shares were present in person or by proxy, constituting a quorum. The results of each matter voted upon are as follows:Proposal 1 - Election of DirectorsEach of the nine individuals named below was elected to serve on the Company’s Board of Directors until the Company’s 2027 annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, or removal, by the following vote: NameForAgainstAbstainBroker Non-VotesDiane M. Aigotti32,739,16379,55914,7271,183,490Anne L. Arvia31,322,0911,490,79920,5581,183,490Shelley J. Bausch32,746,12165,94721,3791,183,490John M. Holmes32,784,42733,48315,5381,183,490Robert C. Lyons31,715,8961,097,99119,5611,183,490James B. Ream31,584,2091,232,94716,2921,183,490Adam L. Stanley32,636,225174,24922,9751,183,490Robert S. Wetherbee32,766,89150,45216,1051,183,490Paul G. Yovovich31,393,0541,418,75221,6421,183,490Proposal 2 - Advisory Resolution on Executive CompensationThe shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Statement, by the following vote:ForAgainstAbstainBroker Non-Votes32,305,678477,62750,1431,183,490Proposal 3 - Approval of an Amendment and Restatement of the Company's 2012 Incentive Award Plan The shareholders approved an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan by the following vote:ForAgainstAbstainBroker Non-Votes29,208,3783,558,15766,9121,183,490Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:ForAgainstAbstainBroker Non-Votes32,472,6091,501,78742,542—Item 9.01Financial Statements and Exhibits(d) Exhibits10.1GATX Corporation Amended and Restated 2012 Incentive Award Plan, effective as of April 24, 2026.104Cover Page Interactive Data File (embedded within the Inline XBRL document).SIGNATUREPursuant 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/ Brian L. GlassbergBrian L. GlassbergExecutive Vice President, General Counsel and SecretaryApril 28, 2026

GATX: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

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