GATX Corp美股招股说明书(2025-10-23版)

$200,000,000 5.500% Senior Notes due 2035$200,000,000 6.050% Senior Notes due 2054 We are offering for sale an additional $200,000,000 aggregate principal amount of 5.500% senior notes due 2035 (the“new 2035 notes”), and an additional $200,000,000 aggregate principalamount of 6.050% senior notes due 2054 (the “new 2054 notes” and, together with the new 2035 notes, the “notes”). The new 2035 notes will bear interest at the rate of 5.500% per year, andthe new 2054 notes will bear interest at the rate of 6.050% per year. Interest on the new 2035 notes is payable on June15 and December15 each year, beginning on December15, 2025.Interest on the new 2054 notes is payable on June5 and December5 each year, beginning on December5, 2025. The new 2035 notes will mature on June15, 2035 and the new 2054 noteswill mature on June5, 2054. The new 2035 notes offered hereby constitute a further issuance of the 5.500% senior notes due 2035, of which $500,000,000 principal amount was issued on February6, 2025 (the “existing2035 notes”). The new 2035 notes offered hereby will form a single series with, and have the same terms as, the existing 2035 notes (other than the initial offering price and the issue date).Upon settlement, the new 2035 notes offered hereby will have the same CUSIP number and will trade interchangeably with the existing 2035 notes. Immediately after giving effect to theissuance of the new 2035 notes offered hereby, we will have $700,000,000 aggregate principal amount of 5.500% senior notes due 2035 outstanding. The new 2054 notes offered hereby constitute a further issuance of the 6.050% senior notes due 2054, of which $400,000,000 principal amount was issued on June5, 2024 and $300,000,000principal amount was issued on February6, 2025 (collectively, the “existing 2054 notes”). The new 2054 notes offered hereby will form a single series with, and have the same terms as, theexisting 2054 notes (other than the initial offering price and the issue date). Upon settlement, the new 2054 notes offered hereby will have the same CUSIP number and will tradeinterchangeably with the existing 2054 notes. Immediately after giving effect to the issuance of the new 2054 notes offered hereby, wewill have $900,000,000 aggregate principal amount of6.050% senior notes due 2054 outstanding. We may redeem some or all of the notes at our option at any time prior to maturity at the redemption prices described under the caption “Description of Notes – Optional Redemption” in thisprospectus supplement. If we experience a Change of Control Repurchase Event, we may be required to offer to purchase the notes from holders at a purchase price described under thecaption “Description of Notes—Repurchase Upon Change of Control Repurchase Event” in this prospectus supplement. The notes will be senior obligations of our company and will rank equally with all of our other unsecured senior indebtedness from time to time outstanding. See “Risk Factors” beginning on pageS-1of this prospectus supplement and the risks discussed elsewhere or incorporated by reference in the prospectus supplement and theaccompanying prospectus, for discussions of certain risk factors that prospective investors should consider before investing in the notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)Plus, (i)in the case of the new 2035 notes and the new 2054 notes, accrued interest from October24, 2025, if settlement occurs after that date, (ii)in the case of the new 2035 notes,$3,941,666.67 in accrued and unpaid interest from and including June15, 2025 to, but excluding October24, 2025 and (iii)in the case of the new 2054 notes, $4,671,944.44 inaccrued and unpaid interest from and including June5, 2025 to, but excluding October24, 2025. The underwriters expect to deliver the notes to purchasers through the book-entry facilities of The Depository Trust Company against payment in New York, New York on or aboutOctober24, 2025. Table of Contents We urge you to carefully read the information contained in this prospectus supplement, the accompanying prospectus and the documents wehave incorporated by reference before you make your investment decision. We have not, and the underwriters have not, authorized anyone toprovide you with different information. Weare not, and the underwriters are not, making an offer of the notes in any jurisdiction where theoffer or sale is not permitted. You should not assume that the information contained in this prospectus supplement, theaccompanyingprospectus or the information we have previously filed with the SEC that we incorporate by reference is accurate as of any date other than theirrespective dates. If information in this prospectus supplement updates information in th