GATX CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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 August 2, 2021, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $250,000,000 aggregate principal amount of 3.100% Senior Notes due 2051 (the "Notes"), as described in the prospectus supplement, dated August 2, 2021 (the "Prospectus Supplement"), filed pursuant to GATX's shelf registration statement on Form S-3, Registration No. 333-233276. The Notes will form a single series with and have the same terms as the $300,000,000 aggregate principal amount of 3.100% Senior Notes due 2051 issued by GATX on February 3, 2021. Upon completion of this offering, an aggregate $550,000,000 of GATX's 3.100% Senior Notes due 2051 will be outstanding.

The Notes will be 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 are expected to deliver the Notes against payment on August 9, 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 August 2, 2021, between GATX and BofA
        Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co.
        LLC, as representatives of the several underwriters named therein.

 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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