Director John McClain Holmes III filed a Form 4 with the SEC on November 4, 2026, disclosing the acquisition of 142 shares of phantom stock and RSUs in GATX Corp on November 2, 2026.

Key Highlights

  • Reporting person: John McClain Holmes III, a director of GATX Corp (NYSE:GATX)
  • Transaction date: November 2, 2026, with 142 shares of phantom stock/RSUs acquired (transaction code A)
  • Price per unit: $180.605
  • Breakdown of acquisition: 17 shares credited via dividend reinvestment under the Phantom Stock Plan and Deferred Fee Plan, and 124 RSUs acquired under the Deferred Fee Plan from Holmes's election to defer cash retainer and other cash fees
  • Post-transaction holdings: 4,606 shares of common stock beneficially owned directly following the reported transaction
  • Settlement terms: Phantom stock/RSUs are generally payable on a deferred basis in common stock upon the reporting person's termination of service on the board

GATX Director Holmes Adds Phantom Stock and RSUs Under Deferred Compensation Plans

According to the filing, the 142 units acquired on November 2, 2026 represent additional shares of phantom stock and RSUs credited to Holmes's account under two plans: the Amended and Restated GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and the Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan ("Deferred Fee Plan"). The filing states that each share of phantom stock or RSU "represents the right to receive one share of Issuer's common stock upon settlement."

The filing further explains that the 142 acquired units consist of two components. First, 17 shares of phantom stock/RSUs were credited through the dividend reinvestment feature of the Phantom Stock Plan and Deferred Fee Plan. Second, 124 RSUs were acquired under the Deferred Fee Plan, resulting from Holmes's election to defer the annual cash retainer and other cash fees payable to him in the form of RSUs under that plan.

Following the reported transaction, the filing discloses that Holmes directly beneficially owns 4,606 shares. The form was signed by Lisa M. Ibarra by power of attorney on behalf of John M. Holmes and filed on November 4, 2026. No derivative securities transactions were reported in Table II of the filing.

What Was Disclosed

Holmes, a director of GATX Corp, reported the acquisition of 142 phantom stock/RSU units on November 2, 2026, at $180.605 per unit under two director deferred compensation plans, bringing his directly held beneficial ownership to 4,606 shares.