Item 1.01 Entry Into A Material Definitive Agreement

GATX Corporation ("GATX") entered into an Underwriting Agreement (the "Underwriting Agreement"), with BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein (collectively, the "Underwriters"), dated February 1, 2021, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $400,000,000 aggregate principal amount of 1.900% Senior Notes due 2031 (the "2031 Notes") and $300,000,000 aggregate principal amount of 3.100% Senior Notes due 2051 (the "2051 Notes" and, together with the 2031 Notes, the "Notes"), as described in the prospectus supplement, dated February 1, 2021 (the "Prospectus Supplement"), filed pursuant to GATX's shelf registration statement on Form S-3, Registration No. 333-233276 (the "Registration Statement").

The Notes were issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank National Association, as trustee, and officers' certificates providing for the issuance of the Notes. The Underwriters delivered the Notes against payment on February 3, 2021.

Copies of the Underwriting Agreement and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

See Item 1.01

Item 9.01 Financial Statements and Exhibits




  (d) Exhibits.



 1.1      Underwriting Agreement, dated February 1, 2021, between GATX and BofA
        Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co.
        LLC, as representatives of the several underwriters named therein.

 4.1      Form of 1.900% Senior Notes due 2031.

 4.2      Form of 3.100% Senior Notes due 2051.

 5.1      Opinion of Mayer Brown LLP as to the validity of the securities being
        offered.

23.1      Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto).

104     The cover page from this Current Report on Form 8-K, formatted in Inline
        XBRL.

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