8-K filed January 5, 2026, 6:59 PM ET ticker GATX CIK 0000040211

M&A confidence high sentiment positive materiality 0.85

GATX completes $4.2B acquisition of Wells Fargo railcars via JV with Brookfield

GATX CORP

Transaction closed Jan 1, 2026: GATX/Brookfield JV acquires ~101,000 railcars for ~$4.2B.
JV initially 30% GATX, 70% Brookfield; GATX has call options to acquire full ownership.
GATX will manage JV railcars and Brookfield's separately acquired finance lease portfolio (22k railcars, 400 locos).
GATX expects transaction to be modestly accretive to EPS in first full year, more substantial later.
JV funded with ~$3B term loan and $250M revolver, guaranteed by GATX.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-001584
form_type: 8-K
ticker: GATX
cik: 0000040211
company_name: GATX CORP
filed_at: 2026-01-05T23:59:59+00:00
discovered_at: 2026-05-14T18:02:37.404878+00:00
generated_at: 2026-05-16T11:45:38.315131+00:00
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Source-grounded claims

7aa03e744d53e66439b0e9139bacbb7a69cdb2e5

GATX CORP incurred term loan of approximately $3.0 billion with Wells Fargo, N.A. (as administrative agent) at SOFR plus 1.35% maturing December 31, 2030.

On December 31, 2025, GABX entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo, as administrative agent (the "Agent"), and the lenders and issuing banks party thereto. The Credit Agreement provides for (i) an unsecured term loan facility in an aggregate principal amount of approximately $3.0 billion and (ii) an unsecured revolving credit facility in an aggregate principal amount of $250 million, which includes a $50 million letter of credit sub-facility and a $50 million swingline sub-facility. The facilities mature on December 31, 2030, subject to customary extension and refinancing mechanics. Borrowings under the Credit Agreement bear interest, subject to the terms specified therein, at either (i) a rate based on the Secured Overnight Financing Rate (SOFR) plus a margin or (ii) an alternative base rate plus a margin. The term loan bears interest at SOFR plus 1.35% (or, if based on the alternative base rate, that base rate plus 0.25%).

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

aa2fddd497b9407eeb064c4190e2fd91c3ef1ebc

GATX CORP incurred revolving credit of $250 million with Wells Fargo, N.A. (as administrative agent) at priced by reference to a grid based initially on GATX's public credit rating maturing December 31, 2030.

On December 31, 2025, GABX entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo, as administrative agent (the "Agent"), and the lenders and issuing banks party thereto. The Credit Agreement provides for (i) an unsecured term loan facility in an aggregate principal amount of approximately $3.0 billion and (ii) an unsecured revolving credit facility in an aggregate principal amount of $250 million, which includes a $50 million letter of credit sub-facility and a $50 million swingline sub-facility. The facilities mature on December 31, 2030, subject to customary extension and refinancing mechanics. Borrowings under the Credit Agreement bear interest, subject to the terms specified therein, at either (i) a rate based on the Secured Overnight Financing Rate (SOFR) plus a margin or (ii) an alternative base rate plus a margin. The term loan bears interest at SOFR plus 1.35% (or, if based on the alternative base rate, that base rate plus 0.25%). Revolving loans are priced

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

b3392314b70a00293ccceed56b66108a807af7e8

GATX CORP incurred guarantee with Wells Fargo, N.A. (as administrative agent).

Concurrently with the entry by the parties into the Credit Agreement, GATX entered into the Guaranty Agreement, pursuant to which GATX irrevocably and unconditionally guaranteed, as a primary obligor, the payment and performance of GABX's obligations under the Credit Agreement until the earlier of the time that (i) the Guaranty Agreement is released in accordance with the terms of the Guaranty Agreement and the Credit Agreement or (ii) GABX's obligations are paid in full and commitments under the Credit Agreement are terminated.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

849ff0a59aba229bfda818dd60ffa15a32702f06

GATX CORP completed an acquisition involving Wells Fargo Bank, N.A. for approximately $4.2 billion (closed 2026-01-01).

Partners L.P. and its institutional partners (collectively, “Brookfield”), approximately 101,000 railcars from Wells Fargo Bank, N.A. (“Wells Fargo”), for approximately $4.2 billion. The joint venture entity is GABX Leasing LLC (“GABX” or the “JV”), initially owned 30% by GATX and 70% by Brookfield. As further described below, the transactions contemplated

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

34d6449df73c53496bc62ac560227e638b049346

GATX CORP entered into Call Option Agreement with the JV, GATX and Michigan U.S. Holdings LP (effective 2026-01-01).

On the Closing Date, the JV, GATX and Michigan U.S. Holdings LP, an affiliate of Brookfield, entered into a Call Option Agreement (the “Call Option Agreement”)

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

63b52030f2f145391c3ef22bede6056159bfac9f

GATX CORP entered into Credit Agreement with Wells Fargo, as administrative agent valued at approximately $3.0 billion (effective 2025-12-31).

On December 31, 2025, GABX entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent (the “Agent”), and the lenders and issuing banks party thereto.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

93480e96de56ee4e407126673683a060a3f66115

GATX CORP entered into Guaranty Agreement with Wells Fargo, as administrative agent (effective 2025-12-31).

Concurrently with the entry by the parties into the Credit Agreement, GATX entered into the Guaranty Agreement, pursuant to which GATX irrevocably and unconditionally guaranteed

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

b33f1711754f25f58091f0a93274d607bb6bc086

GATX CORP entered into A&R JV LLC Agreement with GATX, Brookfield and the JV (effective 2026-01-01).

On the Closing Date, GATX, Brookfield and the JV entered into an Amended and Restated Limited Liability Company Agreement of the JV (the “A&R JV LLC Agreement”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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Source: SEC EDGAR

accession 0001193125-26-001584

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