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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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).
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| Item 1.01 | Entry into a Material Definitive Agreement |
On June 30, 2025, GATX Corporation (the “Company”) entered into a Commitment Increase Supplement (the “Supplement”) among the Company, M&T Bank, as increasing lender (the “Increasing Lender”), PNC Bank, National Association, as issuing bank, U.S. Bank National Association, as issuing bank, and Citibank, N.A., as swing line bank and 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 Supplement, the Increasing Lender made a revolving credit commitment in an amount of $32 million to the Company. As a result of this increase, the aggregate revolving credit commitments of all lenders under the Credit Agreement increased from $600 million to $632 million.
The foregoing description of the Supplement is a summary and is qualified in its entirety by reference to the full text of the Supplement, 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 provided in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | 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. | |
| 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 and Chief Financial Officer |
Date: July 1, 2025