Item 1.01. Entry into a Material Definitive Agreement.

On November 25, 2020, CAI International, Inc. (the "Company") and CAI Rail Inc., a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the "Agreement") with affiliates of Infinity Transportation (collectively, "Infinity Transportation"), pursuant to which the Company agreed to sell all of its remaining railcar fleet to Infinity Transportation for $228.7 million in cash (the "Transaction"). Subject to customary closing conditions and covenants (including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), the Transaction is expected to close on or before December 31, 2020. The Agreement contains customary representations and warranties, covenants, and termination provisions, which are subject to various exceptions and qualifications.

The foregoing summary of the Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to and qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 2.1, and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 30, 2020, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.





(d)  Exhibits.

Exhibit No.   Description
   2.1†       Purchase and Sale Agreement, dated November 25, 2020, among CAI
              Rail Inc., CAI International, Inc., Infinity Transportation 2020-1,
              LLC and Atlanta Asset Holdings, LLC.
   99.1       Press Release issued by CAI International, Inc., dated November 30,
              2020.
    104       Cover Page Interactive Data File (formatted in Inline XBRL).

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation


  S-K under the Securities Exchange Act of 1934, as amended. The Company hereby
  undertakes to supplementally furnish copies of any omitted schedules to the
  Securities and Exchange Commission upon request.

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