Gatx Corp 8-K/A, filed Mar 3, 2026
Gatx Corp (GATX)
8-K/A
2026-03-03
For: 2026-01-01
View Original
Added on
April 09, 2026
About this 8-K/A
Gatx Corp filed this 8-K/A on March 3, 2026, reporting on events of January 1, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 1, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| NYSE Texas, Inc | ||||||||
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 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on January 1, 2026, GATX Corporation, a New York corporation (“GATX” or the “Company”), acquired approximately 101,000 railcars from Wells Fargo Bank, N.A., a national banking association, and its affiliates (“Wells Fargo”), for $4.2 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Initially, GATX’s ownership share in the joint venture (“GABX”) is 30%, with Brookfield’s share at 70%. GATX holds annual call options to acquire up to 100% of GABX over time. A portion of the purchase price was financed by GABX in the form of debt financing, which is guaranteed by GATX. GATX also directly purchased approximately 200 locomotives from Wells Fargo, and Brookfield directly acquired Wells Fargo’s rail and locomotive finance lease portfolio. GATX will serve as manager of the railcars at GABX and the railcars and locomotives in the finance lease portfolio purchased directly by Brookfield.
This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed on January 5, 2026 to include the historical financial statements of Wells Fargo Rail, a carve out business of Wells Fargo & Company (“Wells Fargo Rail”), as of and for the years ended December 31, 2025 and 2024, and the unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2025 (the “pro forma financial statements”).
The historical audited financial statements of Wells Fargo Rail as of and for the years ended December 31, 2025 and 2024, and the pro forma financial statements as of and for the year ended December 31, 2025, are included in the exhibits of this Form 8-K/A and are incorporated by reference into GATX's registration statements on Form S-3 (file no. 333-286436) and Forms S-8 (file no. 333-219346, file no. 333-182219, file no. 333-145581, and file no. 333-145583).
FORWARD-LOOKING STATEMENTS
Statements in this report not based on historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. Forward-looking statements include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "outlook," "continue," "likely," "will," "would," and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements, except to the extent required by applicable law.
The following factors, among others and in addition to the risks, uncertainties, and other important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings with the U.S. Securities and Exchange Commission ("SEC"), could cause actual results to differ materially from our current expectations expressed in forward-looking statements:
•a significant decline in customer demand for our transportation assets or services, including as a result of: ◦prolonged inflation or deflation ◦high interest rates ◦weak macroeconomic conditions and world trade policies ◦weak market conditions in our customers' businesses ◦adverse changes in the price of, or demand for, commodities ◦changes in railroad operations, efficiency, pricing and service offerings ◦changes in, or disruptions to, supply chains ◦availability of pipelines, trucks, and other alternative modes of transportation ◦changes in conditions affecting the aviation industry, including geopolitical tensions or conflicts, geographic exposure and customer concentrations ◦customers' desire to buy, rather than lease, our transportation assets ◦other operational or commercial needs or decisions of our customers •reduced demand for our rail assets resulting from a change in pricing, service offerings, or operating conditions of North American railroads •competitive factors in our primary markets •threatened or implemented changes in tariffs or other global trade policies •higher costs associated with increased assignments of our transportation assets following non-renewal of leases or a significant increase in compliance-based maintenance events •events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure •financial and operational risks associated with long-term purchase commitments for transportation assets •reduced opportunities to generate asset remarketing income •inability to successfully consummate and manage ongoing acquisition and divestiture activities, including the recent acquisition of the Wells Fargo fleet | •reliance on Rolls-Royce in connection with our aircraft spare engine leasing businesses •potential obsolescence of our assets •risks related to our international operations and expansion into new geographic markets, including laws, regulations, tariffs, taxes, treaties or trade barriers affecting our activities in the countries where we do business •failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees •inability to attract, retain, and motivate qualified personnel, including key management personnel •inability to protect our information technology from cybersecurity threats •risks posed by artificial intelligence •exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving transportation assets •changes in, or failure to comply with, laws, rules, and regulations •environmental liabilities and remediation costs •operational, functional and regulatory risks associated with climate change, severe weather events, and other environmental concerns •risks associated with sustainability concerns •U.S. and global political conditions and the impact of increased geopolitical tension, civil unrest and armed conflict on domestic and global economic conditions •prolonged inflation or deflation or interest rate increases •deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs •fluctuations in foreign exchange rates •inability to obtain cost-effective insurance •changes in assumptions, increases in funding requirements or investment losses in our pension and post-retirement plans •inadequate allowances to cover credit losses in our portfolio •asset impairment charges we may be required to recognize •inability to maintain effective internal control over financial reporting and disclosure controls and procedures •risks of a widespread health crisis | |||||||
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired
•The audited combined carve-out financial statements of Wells Fargo Rail as of and for the years ended December 31, 2025 and 2024 and the related notes to the combined carve-out financial statements are filed as Exhibit 99.1 to this Form 8-K/A and are incorporated herein by reference.
(b) Pro forma financial information
•The unaudited pro forma condensed combined financial statements, and the related notes thereto, of GATX and Wells Fargo Rail as of and for the year ended December 31, 2025 are filed as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.
(c) Exhibits
| Exhibit No. | Description | |||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 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 | ||
March 3, 2026
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On January 1, 2026, GATX Corporation, a New York corporation (“GATX” or the “Company”), acquired approximately 101,000 railcars from Wells Fargo Bank, N.A., a national banking association, and its affiliates (“Wells Fargo”), for $4.2 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Initially, GATX’s ownership share in the joint venture (“GABX”) is 30%, with Brookfield’s share at 70%. GATX holds annual call options to acquire up to 100% of GABX over time. A portion of the purchase price was financed by GABX in the form of debt financing, which is guaranteed by GATX. The foregoing transaction is referred to herein as the “GABX Transaction”. GATX also directly purchased approximately 200 locomotives from Wells Fargo (the “Locomotive Transaction”), and Brookfield directly acquired Wells Fargo’s rail and locomotive finance lease portfolio (the “Finance Lease Transaction”, and together with the GABX Transaction and the Locomotive Transaction, the “Transaction”). GATX will serve as manager of the railcars at GABX and the railcars and locomotives in the finance lease portfolio purchased directly by Brookfield.
In anticipation of the closing of the GABX Transaction, on December 31, 2025, GATX contributed equity of $385.3 million to GABX, Brookfield contributed equity of $899.0 million to GABX, and GABX entered into a $2,959.0 million term loan to fund the purchase price for the GABX Transaction. As of December 31, 2025, GABX was consolidated in GATX’s historical financial statements.
The pro forma financial statements combine the historical consolidated balance sheet and statement of income of GATX, and the historical combined balance sheet and income statement of Wells Fargo Rail, a carve out business of Wells Fargo & Company (“Wells Fargo Rail”), after excluding the Finance Lease Transaction and giving effect to the GABX Transaction and Locomotive Transaction described in Note 1. Description of the Transaction and Basis of Presentation and the pro forma effects of the following items, as described in the notes to the pro forma financial statements:
•Preliminary adjustments to conform the financial statement presentation of Wells Fargo Rail to that of GATX.
•Application of the asset acquisition method of accounting under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-50, Acquisition of Assets Rather Than a Business, where the purchase price is allocated to the railcars and locomotives acquired from Wells Fargo Rail on a relative fair value basis.
•Impact to interest expense related to the debt financing incurred by GABX to finance the GABX Transaction.
•Exclusion of certain balances and activity related to the finance lease portfolio that are included in the historical financial statements of Wells Fargo Rail but will be directly acquired by Brookfield.
The following pro forma financial statements and related notes are based on and should be read in conjunction with:
•The historical audited consolidated financial statements and the related notes of GATX, included in GATX’s Annual Report on Form 10-K as of and for the year ended December 31, 2025.
•The historical audited combined financial statements and the related notes of Wells Fargo Rail as of and for the years ended December 31, 2025 and 2024, filed in Exhibit 99.1 on this Form 8-K.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives pro forma effect to the GABX Transaction and the Locomotive Transaction as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2025 give pro forma effect to the GABX Transaction and the Locomotive Transaction as if they had occurred on January 1, 2025.
The pro forma financial statements are provided for informational purposes only. The pro forma financial statements are not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the GABX Transaction and the Locomotive Transaction been completed as of the dates indicated or that may be achieved in the future. The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”, using the assumptions set forth in the pro forma financial statements.
Due to the pro forma financial statements being prepared based on preliminary estimates of the net assets to be acquired and balances as of December 31, 2025, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. Accordingly, actual adjustments may differ from the amounts reflected in the pro forma financial statements and the differences may be material. The pro forma financial statements do not include the realization of any cost savings from operating efficiencies which might occur as a result of the Transaction and management fees to be earned by GATX.
1
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
(In millions)
| GATX Historical | WF Rail Historical Adjusted (Note 2) | Finance Leases Portfolio (Note 3) | Debt Financing Adjustments (Note 4) | Transaction Accounting Adjustments (Note 5) | Notes* | Pro Forma Combined | |||||||||||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | $ | 743.0 | $ | 21.6 | $ | — | $ | — | $ | (21.6) | (c) | $ | 743.0 | ||||||||||||||||||||||||||||
Restricted Cash | 4,241.9 | 15.5 | — | — | (4,257.1) | (a)(c) | 0.3 | ||||||||||||||||||||||||||||||||||
Receivables | |||||||||||||||||||||||||||||||||||||||||
Rent and other receivables | 109.0 | 46.4 | — | — | (1.3) | (c) | 154.1 | ||||||||||||||||||||||||||||||||||
Finance leases (as lessor) | 104.2 | 875.5 | (875.5) | — | — | 104.2 | |||||||||||||||||||||||||||||||||||
Leveraged leases | — | 187.0 | (187.0) | — | — | — | |||||||||||||||||||||||||||||||||||
Less: allowance for losses | (6.0) | (5.2) | 5.2 | — | — | (6.0) | |||||||||||||||||||||||||||||||||||
| 207.2 | 1,103.7 | (1,057.3) | — | (1.3) | 252.3 | ||||||||||||||||||||||||||||||||||||
Operating Assets and Facilities | 15,662.6 | 6,658.9 | — | — | (2,366.3) | (b)(e) | 19,955.2 | ||||||||||||||||||||||||||||||||||
Less: allowance for depreciation | (4,251.7) | (2,396.6) | — | — | 2,396.6 | (b) | (4,251.7) | ||||||||||||||||||||||||||||||||||
| 11,410.9 | 4,262.3 | — | — | 30.3 | 15,703.5 | ||||||||||||||||||||||||||||||||||||
Lease Assets (as lessee) | |||||||||||||||||||||||||||||||||||||||||
Right-of-use assets, net of accumulated depreciation | 137.4 | 1.8 | — | — | — | 139.2 | |||||||||||||||||||||||||||||||||||
Investments in Affiliated Companies | 732.3 | — | — | — | — | 732.3 | |||||||||||||||||||||||||||||||||||
Goodwill | 126.3 | — | — | — | — | 126.3 | |||||||||||||||||||||||||||||||||||
Other Assets | 400.5 | 5.0 | — | — | (32.9) | (c)(e) | 372.6 | ||||||||||||||||||||||||||||||||||
Total Assets | $ | 17,999.5 | $ | 5,409.9 | $ | (1,057.3) | $ | — | $ | (4,282.6) | $ | 18,069.5 | |||||||||||||||||||||||||||||
Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Expenses | $ | 318.4 | $ | 39.3 | $ | — | $ | — | $ | (20.7) | (c)(e) | $ | 337.0 | ||||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||||||||||||||||
Borrowings under bank credit facilities | 82.2 | — | — | — | — | 82.2 | |||||||||||||||||||||||||||||||||||
Recourse debt | 12,451.7 | — | — | — | — | 12,451.7 | |||||||||||||||||||||||||||||||||||
Debt to Parent | — | 2,544.8 | — | — | (2,544.8) | (c) | — | ||||||||||||||||||||||||||||||||||
| 12,533.9 | 2,544.8 | — | — | (2,544.8) | 12,533.9 | ||||||||||||||||||||||||||||||||||||
Lease Obligations (as lessee) | |||||||||||||||||||||||||||||||||||||||||
Operating leases | 154.3 | 7.2 | — | — | — | 161.5 | |||||||||||||||||||||||||||||||||||
Deferred Income Taxes | 1,195.7 | 943.7 | — | — | (943.7) | (c) | 1,195.7 | ||||||||||||||||||||||||||||||||||
Other Liabilities | 162.1 | 50.7 | (4.7) | — | (1.8) | (c) | 206.3 | ||||||||||||||||||||||||||||||||||
Total Liabilities | 14,364.4 | 3,585.7 | (4.7) | — | (3,511.0) | 14,434.4 | |||||||||||||||||||||||||||||||||||
Equity | |||||||||||||||||||||||||||||||||||||||||
| Net parent investment | — | 1,824.2 | (1,052.6) | — | (771.6) | (d) | — | ||||||||||||||||||||||||||||||||||
| Common stock | 42.9 | — | — | — | — | 42.9 | |||||||||||||||||||||||||||||||||||
| Additional paid in capital | 875.4 | — | — | — | — | 875.4 | |||||||||||||||||||||||||||||||||||
| Retained Earnings | 3,451.2 | — | — | — | — | 3,451.2 | |||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | (104.6) | — | — | — | — | (104.6) | |||||||||||||||||||||||||||||||||||
| Treasury stock at cost | (1,514.4) | — | — | — | — | (1,514.4) | |||||||||||||||||||||||||||||||||||
| Total GATX Shareholders’ Equity | 2,750.5 | — | — | — | — | 2,750.5 | |||||||||||||||||||||||||||||||||||
| Non-Controlling Interest | 884.6 | — | — | — | — | 884.6 | |||||||||||||||||||||||||||||||||||
Total Equity | 3,635.1 | 1,824.2 | (1,052.6) | — | (771.6) | 3,635.1 | |||||||||||||||||||||||||||||||||||
Total Liabilities and Equity | $ | 17,999.5 | $ | 5,409.9 | $ | (1,057.3) | $ | — | $ | (4,282.6) | $ | 18,069.5 | |||||||||||||||||||||||||||||
_________
* Refer to Note 5. Transaction Adjustments for details regarding the various transaction adjustments.
See the accompanying Notes to the unaudited Pro Forma Condensed Combined Financial Statements.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2025
(In millions, except per share data)
| GATX Historical | WF Rail Historical Adjusted (Note 2) | Finance Leases Portfolio (Note 3) | Debt Financing Adjustments (Note 4) | Transaction Accounting Adjustments (Note 5) | Notes* | Pro Forma Combined | |||||||||||||||||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||||||||||||||||
Lease revenue | $ | 1,486.2 | $ | 633.5 | $ | (90.1) | $ | — | $ | — | $ | 2,029.6 | |||||||||||||||||||||||||||||
Non-dedicated engine revenue | 86.7 | — | — | — | — | 86.7 | |||||||||||||||||||||||||||||||||||
Other Revenue | 167.5 | 5.6 | — | — | — | 173.1 | |||||||||||||||||||||||||||||||||||
Total Revenues | 1,740.4 | 639.1 | (90.1) | — | — | 2,289.4 | |||||||||||||||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||||||||||||||||||
Maintenance expense | 427.7 | 137.9 | — | — | — | 565.6 | |||||||||||||||||||||||||||||||||||
Depreciation expense | 431.8 | 205.6 | — | — | 1.5 | (f) | 638.9 | ||||||||||||||||||||||||||||||||||
Operating lease expense | 28.9 | 9.3 | — | — | — | 38.2 | |||||||||||||||||||||||||||||||||||
Other operating expense | 65.3 | 10.0 | 0.1 | — | — | 75.4 | |||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 252.6 | 45.6 | — | — | — | 298.2 | |||||||||||||||||||||||||||||||||||
Total Expenses | 1,206.3 | 408.4 | 0.1 | — | 1.5 | 1,616.3 | |||||||||||||||||||||||||||||||||||
Other Income (Expense) | |||||||||||||||||||||||||||||||||||||||||
Net gain on asset disposition | 136.9 | 47.8 | (12.9) | — | — | 171.8 | |||||||||||||||||||||||||||||||||||
Interest expense, net | (391.5) | (148.9) | — | 0.3 | — | (540.1) | |||||||||||||||||||||||||||||||||||
Other expense | (0.4) | (109.4) | — | — | 104.2 | (g) | (5.6) | ||||||||||||||||||||||||||||||||||
Income before Income Taxes and Share of Affiliates’ Earnings | 279.1 | 20.2 | (103.1) | 0.3 | 102.7 | 299.2 | |||||||||||||||||||||||||||||||||||
Income taxes | (63.1) | (17.8) | 21.7 | (0.1) | (9.2) | (h) | (68.5) | ||||||||||||||||||||||||||||||||||
Share of affiliates’ earnings, net of taxes | 117.3 | — | — | — | — | 117.3 | |||||||||||||||||||||||||||||||||||
Net Income | $ | 333.3 | $ | 2.4 | $ | (81.4) | $ | 0.2 | $ | 93.5 | $ | 348.0 | |||||||||||||||||||||||||||||
Less: Net Income Attributable to Non-Controlling Interest | — | — | — | — | 14.1 | (i) | 14.1 | ||||||||||||||||||||||||||||||||||
Net Income attributable to GATX | $ | 333.3 | $ | 2.4 | $ | (81.4) | $ | 0.2 | $ | 79.4 | $ | 333.9 | |||||||||||||||||||||||||||||
GATX Share Data | |||||||||||||||||||||||||||||||||||||||||
| Basic earnings per share | $ | 9.14 | (j) | $ | 9.16 | ||||||||||||||||||||||||||||||||||||
| Average number of common shares | 35.8 | 35.8 | |||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 9.12 | (j) | $ | 9.14 | ||||||||||||||||||||||||||||||||||||
| Average number of common shares and common share equivalents | 35.9 | 35.9 | |||||||||||||||||||||||||||||||||||||||
_________
* Refer to Note 5. Transaction Adjustments for details regarding the various transaction adjustments.
See the accompanying Notes to the unaudited Pro Forma Condensed Combined Financial Statements.
3
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Description of the Transaction and Basis of Presentation
Acquisition
On January 1, 2026, GATX Corporation, a New York corporation (“GATX” or the “Company”), acquired approximately 101,000 railcars from Wells Fargo Bank, N.A., a national banking association, and its affiliates (“Wells Fargo”), for $4.2 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Initially, GATX’s ownership share in the joint venture (“GABX”) is 30%, with Brookfield’s share at 70%. GATX holds annual call options to acquire up to 100% of GABX over time. A portion of the purchase price was financed by GABX in the form of debt financing, which is guaranteed by GATX. The foregoing transaction is referred to herein as the “GABX Transaction”. GATX also directly purchased approximately 200 locomotives from Wells Fargo (the “Locomotive Transaction”), and Brookfield directly acquired Wells Fargo’s rail and locomotive finance lease portfolio (the “Finance Lease Transaction”, and together with the GABX Transaction and the Locomotive Transaction, the “Transaction”). GATX will serve as manager of the railcars at GABX and the railcars and locomotives in the finance lease portfolio purchased directly by Brookfield.
In anticipation of the closing of the GABX Transaction, on December 31, 2025, GATX contributed equity of $385.3 million to GABX, Brookfield contributed equity of $899.0 million to GABX, and GABX entered into a $2,959.0 million term loan to fund the purchase price for the GABX Transaction. As of December 31, 2025 GABX was consolidated in GATX’s historical financial statements.
Basis of Presentation
The accompanying unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the pro forma financial statements.
The pro forma financial statements have been prepared to illustrate the effect of the acquisition of approximately 101,000 railcars from Wells Fargo Rail by GABX and the acquisition of approximately 200 locomotives from Wells Fargo Rail by GATX. The pro forma financial statements have been prepared using the asset acquisition method of accounting, with GABX being the accounting acquirer of the railcars, and GATX being the accounting acquirer of the locomotives.
The pro forma balance sheet as of December 31, 2025, combines the historical consolidated balance sheet of GATX and the historical combined balance sheet of Wells Fargo Rail, after excluding the Finance Lease Transaction and giving effect to the GABX Transaction and the Locomotive Transaction as if they had occurred on December 31, 2025. The pro forma statement of income for the year ended December 31, 2025, combines the historical consolidated statement of income of GATX and the historical combined statement of income of Wells Fargo Rail, after excluding the Finance Lease Transaction and giving effect to the GABX Transaction and the Locomotive Transaction as if they had occurred on January 1, 2025.
The pro forma financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the combined operations had the operations been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined operations.
The pro forma financial statements do not include the realization of any cost savings from operating efficiencies which might occur as a result of the Transaction and management fees to be earned by GATX.
Note 2. Presentation Adjustments
The following adjustments were made to align the financial statements presentation of Wells Fargo Rail to GATX’s presentation, based on a preliminary analysis of Wells Fargo Rail’s historical financial statements (in millions):
4
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
| As of December 31, 2025 | ||||||||||||||||||||||||||
| GATX Presentation | WF Rail Presentation | WF Rail Historical | Reclassifications | WF Rail Historical Adjusted | ||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | $ | 21.6 | $ | — | $ | 21.6 | |||||||||||||||||||
Restricted Cash | Restricted Cash | 15.5 | — | 15.5 | ||||||||||||||||||||||
Receivables | ||||||||||||||||||||||||||
Rent and other receivables | Accounts receivables | 46.4 | — | 46.4 | ||||||||||||||||||||||
Finance leases (as lessor) | Direct finance leases | 875.5 | — | 875.5 | ||||||||||||||||||||||
| Leveraged leases | 187.0 | — | 187.0 | |||||||||||||||||||||||
Less: allowance for losses | Allowance for losses | (5.2) | — | (5.2) | ||||||||||||||||||||||
| — | 1,103.7 | |||||||||||||||||||||||||
Operating Assets and Facilities | 6,658.9 | (1) (4) | 6,658.9 | |||||||||||||||||||||||
Less: allowance for depreciation | (2,396.6) | (1) (4) | (2,396.6) | |||||||||||||||||||||||
| Operating lease assets, net | 4,264.6 | 4,262.3 | 4,262.3 | |||||||||||||||||||||||
Lease Assets (as lessee) | ||||||||||||||||||||||||||
Right-of-use assets, net of accumulated depreciation | Operating lease right-of-use-assets, net | 1.8 | — | 1.8 | ||||||||||||||||||||||
Investments in Affiliated Companies | — | — | — | |||||||||||||||||||||||
Goodwill | Goodwill | — | — | — | ||||||||||||||||||||||
| Current income tax receivable | 59.7 | (59.7) | (2) | — | ||||||||||||||||||||||
| Assets held for sale | 2.1 | (2.1) | (3) | — | ||||||||||||||||||||||
Other Assets | Other assets | 2.9 | 2.1 | (3) | 5.0 | |||||||||||||||||||||
Total Assets | Total assets | $ | 5,471.9 | $ | (62.0) | $ | 5,409.9 | |||||||||||||||||||
Liabilities and Shareholders’ Equity | ||||||||||||||||||||||||||
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses | $ | 43.5 | $ | (4.2) | (2) | $ | 39.3 | ||||||||||||||||||
| Current income tax payable | 55.5 | (55.5) | (2) | — | ||||||||||||||||||||||
Debt | ||||||||||||||||||||||||||
Borrowings under bank credit facilities | — | — | — | |||||||||||||||||||||||
Recourse debt | — | — | — | |||||||||||||||||||||||
| Debt due to Parent | 2,544.8 | — | 2,544.8 | |||||||||||||||||||||||
| — | 2,544.8 | |||||||||||||||||||||||||
Lease Obligations (as lessee) | ||||||||||||||||||||||||||
Operating leases | Operating lease liabilities | 7.2 | — | 7.2 | ||||||||||||||||||||||
Deferred Income Taxes | Deferred tax liability | 943.7 | — | 943.7 | ||||||||||||||||||||||
Other Liabilities | Other liabilities | 54.2 | (3.5) | (4) | 50.7 | |||||||||||||||||||||
Total Liabilities | Total liabilities | 3,648.9 | (63.2) | 3,585.7 | ||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||
| Net parent investment | 1,823.0 | 1.2 | (4) | 1,824.2 | ||||||||||||||||||||||
| Common Stock | — | — | — | |||||||||||||||||||||||
| Additional paid in capital | — | — | — | |||||||||||||||||||||||
| Retained earnings | — | — | — | |||||||||||||||||||||||
| Accumulated other comprehensive loss | — | — | — | |||||||||||||||||||||||
| Treasury stock at cost | — | — | — | |||||||||||||||||||||||
| Total GATX Shareholders' Equity | — | — | — | |||||||||||||||||||||||
| Non-Controlling Interest | — | — | — | |||||||||||||||||||||||
| Total Equity | Total equity | $ | 1,823.0 | $ | 1.2 | $ | 1,824.2 | |||||||||||||||||||
Total Liabilities and Equity | Total liabilities and equity | $ | 5,471.9 | $ | (62.0) | $ | 5,409.9 | |||||||||||||||||||
5
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
_________
(1) Presentation of “Operating lease assets, net” as reported by Wells Fargo Rail under “Operating assets and facilities” and “Less: allowance for depreciation” as reported by GATX.
(2) Reclassification of “Current income tax receivable” and “Current income tax payable” as reported by Wells Fargo Rail to “Accounts payable and accrued expenses” as reported by GATX.
(3) Reclassification of “Assets held for sale” as reported by Wells Fargo Rail to “Other assets” as reported by GATX.
(4) Presentation of “Deferred Gains” as reported by Wells Fargo Rail to “Operating assets and facilities”, “Less: allowance for depreciation” and equity as reported by GATX.
6
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
| For the Year Ended December 31, 2025 | ||||||||||||||||||||||||||
| GATX Presentation | WF Rail Presentation | WF Rail Historical | Reclassifications | WF Rail Historical Adjusted | ||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Finance lease revenue | ||||||||||||||||||||||||||
| Direct finance lease revenue | $ | 65.9 | $ | (65.9) | (1) | $ | — | |||||||||||||||||||
| Leveraged lease revenue | 24.2 | (24.2) | (1) | — | ||||||||||||||||||||||
| Finance lease gains from sale | 12.9 | (12.9) | (2) | — | ||||||||||||||||||||||
| 103.0 | (103.0) | — | ||||||||||||||||||||||||
| Operating lease revenue | ||||||||||||||||||||||||||
| Operating lease revenue | 543.4 | (543.4) | (1) | — | ||||||||||||||||||||||
| Operating lease gains on sale | 35.1 | (35.1) | (2) | — | ||||||||||||||||||||||
| Other operating lease revenue | 5.6 | (5.6) | (3) | — | ||||||||||||||||||||||
| 584.1 | (584.1) | — | ||||||||||||||||||||||||
| Lease revenue | — | 633.5 | (1) | 633.5 | ||||||||||||||||||||||
| Non-dedicated engine revenue | — | — | — | |||||||||||||||||||||||
| Other revenue | — | 5.6 | (3) | 5.6 | ||||||||||||||||||||||
| Total Revenues | Total Revenues | 687.1 | (48.0) | 639.1 | ||||||||||||||||||||||
| Expenses | Operating Expenses | |||||||||||||||||||||||||
Maintenance expense | Maintenance expense | 137.9 | — | 137.9 | ||||||||||||||||||||||
Depreciation expense | Depreciation expense | 205.6 | — | 205.6 | ||||||||||||||||||||||
| Operating lease property tax expense | 4.8 | (4.8) | (5) | — | ||||||||||||||||||||||
| Other operating lease expense | 3.5 | (3.5) | (5) | — | ||||||||||||||||||||||
| Amortization of right of use assets | 0.7 | (0.7) | (5) | — | ||||||||||||||||||||||
| Interest expense on lease liabilities | 0.3 | (0.3) | (5) | — | ||||||||||||||||||||||
Operating lease expense | — | 9.3 | (5) | 9.3 | ||||||||||||||||||||||
| Freight and storage expense | 10.1 | (10.1) | (4) | — | ||||||||||||||||||||||
| Provision for losses | (0.1) | 0.1 | (4) | — | ||||||||||||||||||||||
Other operating expense | — | 10.0 | (4) | 10.0 | ||||||||||||||||||||||
| Asset impairment loss | 0.2 | (0.2) | (6) | — | ||||||||||||||||||||||
| Personnel expense | 32.2 | (32.2) | (7) | — | ||||||||||||||||||||||
| Selling, general and administrative expense | — | 45.6 | (7) | 45.6 | ||||||||||||||||||||||
Total Expenses | Total Operating Expenses | 395.2 | 13.2 | 408.4 | ||||||||||||||||||||||
Other Income (Expense) | Other Income (Expense) | |||||||||||||||||||||||||
Net gain on asset dispositions | — | 47.8 | (2)(6) | 47.8 | ||||||||||||||||||||||
| Internal indirect expense allocation | (13.4) | 13.4 | (7) | — | ||||||||||||||||||||||
Interest expense, net | Interest expense, net | (148.9) | — | (148.9) | ||||||||||||||||||||||
| Goodwill impairment loss | (104.2) | 104.2 | (8) | — | ||||||||||||||||||||||
Other expense | Other expense | (5.2) | (104.2) | (8) | (109.4) | |||||||||||||||||||||
Income before Income Taxes and Share of Affiliates’ Earnings | Income before Income Taxes | 20.2 | — | 20.2 | ||||||||||||||||||||||
Income taxes | Income tax expense | (17.8) | — | (17.8) | ||||||||||||||||||||||
Share of affiliates’ earnings, net of taxes | — | — | — | |||||||||||||||||||||||
Net Income | Net Income | $ | 2.4 | $ | — | $ | 2.4 | |||||||||||||||||||
Less: Net Income Attributable to Non-Controlling Interest | — | — | — | |||||||||||||||||||||||
Net Income attributable to GATX | $ | 2.4 | $ | — | $ | 2.4 | ||||||||||||||||||||
7
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
_________
(1) Reclassification of “Direct finance lease revenue”, “Leveraged lease revenue” and “Operating lease revenue” as reported by Wells Fargo Rail to “Lease revenue” as reported by GATX.
(2) Reclassification of “Finance lease gains from sale” and “Operating lease gain on sale” as reported by Wells Fargo Rail to “Net gain on asset dispositions” as reported by GATX.
(3) Reclassification of “Other operating lease revenue” by Wells Fargo Rail to “Other revenue” as reported by GATX.
(4) Reclassification of “Freight and storage expense” and “Provision for losses” as reported by Wells Fargo Rail to “Other operating expense” as reported by GATX.
(5) Reclassification of “Operating lease property tax expense”, “Other operating lease expense”, “Amortization of right-of-use assets” and “Interest expense on lease liabilities” as reported by Wells Fargo Rail to “Operating lease expense” as reported by GATX.
(6) Reclassification of “Asset impairment loss” as reported by Wells Fargo Rail to “Net gain on asset dispositions” as reported by GATX.
(7) Reclassification of “Personnel expense” and “Internal indirect expense allocation” as reported by Wells Fargo Rail to “Selling, general and administrative expense” as reported by GATX.
(8) Reclassification of “Goodwill impairment loss” as reported by Wells Fargo Rail to “Other expense” as reported by GATX.
8
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 3. Finance Lease Portfolio Adjustments
The historical combined financial statements of Wells Fargo Rail, filed in Exhibit 99.1 on this Form 8-K, include the historical rail business of Wells Fargo, which consists of two primary portfolios: operating leases and finance leases of railcars and locomotives. Under the Transaction, GATX and Brookfield acquired the portfolio of rail operating leases through their newly formed joint venture, GABX. GATX separately acquired Wells Fargo Rail’s portfolio of locomotive operating leases, and Brookfield separately acquired Wells Fargo Rail’s portfolio of rail and locomotive finance leases. The historical combined financial statements of Wells Fargo Rail that serve as the basis for the pro forma financial statements include both the portfolios of operating leases and finance leases. Accordingly, the balances and activity that can be identified as directly associated with the finance lease portfolio in the combined financial statements of Wells Fargo Rail are excluded from the pro forma financial statements.
Note 4. Debt Financing Adjustments
The GABX Transaction was partially financed through debt financing at the GABX joint venture level. GABX executed a $2,959.0 million term loan on December 31, 2025, and such term loan is included in the December 31, 2025 GATX historical financial statements. Therefore, no effect is given to debt financing on the pro forma balance sheet as of December 31, 2025. On the pro forma statements of income for the annual period ended December 31, 2025, effect is given to the amount of interest expense that would have been incurred had the GABX Transaction occurred on January 1, 2025, based on the amount of debt financing of $2,959.0 million and a variable interest rate of 5.02% as of December 31, 2025. Total interest expense at GABX is estimated to be $148.6 million for the year ended December 31, 2025. The adjustment presented in the pro forma statements of income represent the difference between interest expense on the new debt financing at GABX and historical interest expense incurred by Wells Fargo Rail on their historical debt that is not included in the GABX Transaction. An increase or decrease in the interest rate of one-eighth of one percent would result in an impact to interest expense of $3.7 million for the year ended December 31, 2025.
Note 5. Transaction Adjustments
The GABX Transaction and the Locomotive Transaction were accounted for as an asset acquisition under ASC 805. The aggregate purchase price of the GABX Transaction and the Locomotive Transaction was estimated at $4.3 billion based on the terms under the purchase agreement, as if the GABX Transaction and the Locomotive Transaction had occurred on December 31, 2025, pending standard working capital adjustments.
The purchase price was estimated as follows as of December 31, 2025 (in millions):
| Railcars acquired by GABX | Locomotives acquired by GATX | Total | |||||||||||||||
| Operating assets | $ | 4,230.0 | $ | 32.3 | $ | 4,262.3 | |||||||||||
| Net working capital | (18.9) | (1.9) | (20.8) | ||||||||||||||
| Purchase price | 4,211.1 | 30.4 | 4,241.5 | ||||||||||||||
| Capitalized transaction costs | 30.3 | — | 30.3 | ||||||||||||||
| Total | $ | 4,241.4 | $ | 30.4 | $ | 4,271.8 | |||||||||||
The GABX Transaction and the Locomotive Transaction adjustments include the following related to the pro forma balance sheet as of December 31, 2025:
(a) Adjustment for the amount of cash paid by GABX for the acquisition of approximately 101,000 railcars from Wells Fargo Rail, and for the amount of cash to be paid by GATX for the acquisition of approximately 200 locomotives from Wells Fargo Rail. The amount of cash paid for the acquisitions of railcars and locomotives is based on the estimated purchase price of the GABX Transaction and the Locomotive Transaction as described above and the amount of debt incurred as described in Note 4. Debt Financing Adjustments.
9
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(b) Adjustment to reflect the amount capitalized as operating assets on the GATX pro forma balance sheet. The amount capitalized represents the purchase price of railcars and locomotives and associated transaction costs, excluding net working capital.
(c) Adjustment to eliminate historical assets and liabilities in the Wells Fargo Rail combined financial statements that are not included in the GABX Transaction and the Locomotive Transaction. These adjustments include cash, restricted cash, debt to parent, deferred income taxes, and certain immaterial accruals and other net working capital items.
(d) Adjustment to eliminate the historical equity of Wells Fargo Rail.
(e) Adjustment for the capitalization of transaction costs incurred through December 31, 2025. Total transaction costs are estimated to be $30.3 million.
The GABX Transaction and the Locomotive Transaction adjustments include the following adjustments related to the pro forma statements of income for the year ended December 31, 2025:
(f) Adjustment for depreciation of estimated capitalized transaction costs of $30.3 million, assuming the GABX Transaction and the Locomotive Transaction had occurred on January 1, 2025.
(g) Adjustment to eliminate the goodwill impairment recorded by Wells Fargo Rail in the year ended December 31, 2025.
(h) Adjustments to reflect the tax impact of the finance lease adjustments, debt financing adjustments and transaction adjustments to the pro forma statements of income at the statutory federal tax rate of 21%. Additionally, the adjustment reflects the removal of income tax expense related to the non-controlling interest share as income attributable to the non-controlling interest is pass-through income.
(i) Adjustment to report Brookfield’s non-controlling interest in GABX on the GATX pro forma statements of income. Brookfield’s non-controlling interest represents its 70% ownership share of GABX’s pre-tax income.
(j) The pro forma basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of GATX. The following table summarizes the computation of earnings per share presented in the pro forma statements of income (in millions, except per share amounts):
| Year Ended | ||||||||
| December 31, 2025 | ||||||||
| Basic earnings per share: | ||||||||
| Net income attributable to GATX | $ | 333.9 | ||||||
| Less: Net income allocated to participating securities | (5.5) | |||||||
| Net income available to GATX common shareholders | $ | 328.4 | ||||||
| Weighted-average shares outstanding - basic | 35.8 | |||||||
| Basic earnings per share | $ | 9.16 | ||||||
| Diluted earnings per share: | ||||||||
| Net income attributable to GATX | $ | 333.9 | ||||||
| Less: Net income allocated to participating securities | (5.5) | |||||||
| Net income available to GATX common shareholders | $ | 328.4 | ||||||
| Weighted-average shares outstanding - basic | 35.8 | |||||||
| Effect of dilutive securities: | ||||||||
| Equity compensation plans | 0.1 | |||||||
| Weighted-average shares outstanding - diluted | 35.9 | |||||||
| Diluted earnings per share | $ | 9.14 | ||||||
10