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): April 15, 2021

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:

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. ☐

On April 15, 2021, GATX Corporation (the “Company”) announced that it will redeem its 5.625% Senior Notes due 2066 (NYSE: GMTA) (the “Notes”). The Company notified U.S. Bank National Association, the trustee (the “Trustee”) for the Notes, and instructed the Trustee to provide notice of such redemption to the holders of the Notes in accordance with the terms of the indenture governing the Notes. The Company will redeem 100%, or $150,000,000 aggregate principal amount, of the issued and outstanding Notes on June 1, 2021, following which the Notes will be delisted from the New York Stock Exchange. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.

The Company issued a press release announcing the redemption of the Notes, which is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

(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.

April 15, 2021

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

GATX CORPORATION REDEEMS 5.625% NOTES DUE 2066

CHICAGO, April 15, 2021 – GATX Corporation (NYSE:GATX) today announced that it will redeem its 5.625% Senior Notes due 2066 (NYSE: GMTA) (the “Notes”). The Company will redeem 100%, or $150,000,000 aggregate principal amount, of the issued and outstanding Notes on June 1, 2021 (the “Redemption Date”), following which the Notes will be delisted from the New York Stock Exchange.

The redemption price to be paid on the Redemption Date with respect to the Notes will be 100% of the principal amount of the Notes to be redeemed ($25 face value per unit); plus, accrued and unpaid interest on the principal amount being redeemed from May 30, 2021 to the Note Redemption Date (the “Note Redemption Price”). On the Redemption Date, the Note Redemption Price will become due and payable upon each Note and interest thereon will cease to accrue on or after the Redemption Date. The only remaining right of the Note holders will be to receive payment of the applicable Note Redemption Price upon surrender of the Notes.

Any unpaid interest due from the period February 28, 2021 through May 30, 2021 will also be paid on June 1, 2021. The redemption of the Notes is expected to result in interest savings through the original maturity date of the Notes.

The Notes should be presented and surrendered by mail or by hand at the office of the paying agent, U.S. Bank National Association, 111 East Fillmore Ave, St. Paul, MN 55107 or U.S. Bank National Association, 100 Wall Street, New York, NY 10005.

COMPANY DESCRIPTION

GATX Corporation (NYSE:GATX) strives to be recognized as the finest railcar leasing company in the world by our customers, our shareholders, our employees and the communities where we operate. As the leading global railcar lessor, GATX has been providing quality railcars and services to its customers for over 120 years. GATX has been headquartered in Chicago, Illinois since its founding in 1898.

AVAILABILITY OFINFORMATION 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:

Shari Hellerman

Director, Investor Relations

GATX Corporation

312-621-4285

shari.hellerman@gatx.com

(4/15/2021)