8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 30, 2022

GATX Corporation

(Exact name of registrant as specified in its charter)

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(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:

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.

On September 30, 2022 (the “Effective Date”), GATX Corporation (the “Company”) entered into a long-term supply agreement (the “Agreement”) with Trinity Rail Group, LLC, a subsidiary of Trinity Industries, Inc. Under the Agreement, the Company will purchase a total of 15,000 newly built railcars over a sixty-four month period from October 2022 through December 2028. The Company will (i) take delivery of 100 tank cars per month from January 2024 through December 2028, for a total of 6,000 tank cars and (ii) order 1,500 railcars during each calendar year between 2023 and 2028 (except that orders for the 2023 year may also be placed in the final three months of 2022), which may be comprised of a combination of freight cars and up to 500 tank cars per year. Commencing in 2023, the Company shall have the option to order up to an additional 500 railcars per calendar year. Except to the extent the parties otherwise agree, railcar pricing will be on a cost-plus basis subject to certain specified adjustments and surcharges throughout the term of the Agreement.

Unless earlier terminated, the Agreement will expire on the later of December 31, 2028 or the date on which the last of the railcars ordered under the Agreement is delivered to the Company. The Agreement may be terminated after written notice (a) by either party in the event the other party (i) fails to cure its non-performance of a material obligation, (ii) fails to pay any amount due and payable (other than disputed payments up to an agreed upon amount), (iii) files a petition in bankruptcy, is unable to pay debts, provides notice of a pending insolvency or suspension of operations, or makes a general assignment for the benefit of creditors, (iv) is unable to perform its obligations for more than 240 days as a result of an occurrence of a force majeure event, or (v) upon the occurrence of certain conditions following the assignment of the Agreement or merger, consolidation or change in control of such other party; or (b) by the Company, upon the occurrence of material non-performance with respect to the delivery or quality of railcars.

The Agreement will be filed as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ending September 30, 2022, and portions of the Agreement will be omitted pursuant to a request for confidential treatment. The foregoing summary of the Agreement is qualified in its entirety by reference to all of the terms of the Agreement.

Item 8.01. Other Events.

On October 3, 2022, the Company issued a press release announcing the entry into the Agreement described in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

October 3, 2022

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FOR IMMEDIATE RELEASE GATX CORPORATION ANNOUNCES LONG-TERM RAILCAR SUPPLY AGREEMENT CHICAGO, Oct. 3, 2022 − GATX Corporation (NYSE:GATX) has entered into a new long-term railcar supply agreement with a subsidiary of Trinity Industries, Inc. (“Trinity”) to purchase 15,000 newly built railcars through 2028, with an option to order up to an additional 500 railcars each year from 2023 to 2028. The agreement enables GATX to order a broad mix of tank and freight cars. Trinity will deliver 6,000 tank cars at a rate of 1,200 cars each year from 2024 through 2028. The remaining 9,000 cars, which can be a mix of freight and tank cars, will be ordered at a rate of 1,500 cars per order year from 2023 to 2028 and delivered under a schedule to be determined. “This agreement provides GATX with guaranteed access to high-quality, modern and cost-advantaged railcars in North America,” said Robert C. Lyons, president and chief executive officer of GATX. “With our existing supply agreements scheduled to expire at the end of 2023, this is an opportune time to establish a new agreement with Trinity, a proven supplier to GATX. We now have long-term access to a wide range of car types, enabling us to continue serving our large and diverse customer base. We expect this order will cover our base fleet reinvestment needs in North America through 2028, and we will continue to pursue additional attractive investment opportunities in the new and secondary railcar markets.” COMPANY DESCRIPTION At GATX Corporation (NYSE:GATX), we empower our customers to propel the world forward. GATX leases transportation assets including railcars, aircraft spare engines and tank containers to customers worldwide. Our mission is to provide innovative, unparalleled service that enables our customers to transport what matters safely and sustainably while championing the well-being of our employees and communities. GATX has been headquartered in Chicago, Illinois since its founding in 1898. AVAILABILITY OF INFORMATION ON GATX'S WEBSITE Investors and others should note that GATX routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the GATX Investor Relations website. While not all of the information that the Company posts to the GATX Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in GATX to review the information that it shares on www.gatx.com under the “Investor Relations” tab. FOR FURTHER INFORMATION CONTACT: GATX Corporation Shari Hellerman Senior Director Investor Relations, ESG, and External Communications 312-621-4285 shari.hellerman@gatx.com (10/3/2022) NEWS RELEASE