GATX Corporation acquired approximately 101,000 railcars from Wells Fargo Bank, N.A. for $4.2 billion. The acquisition was made through a newly formed joint venture, GABX, with Brookfield Infrastructure Partners L.P. and its institutional partners. Initially, GATX's ownership share in GABX is 30%, with Brookfield holding 70%. GATX holds annual call options to acquire up to 100% of GABX over time. A portion of the purchase price was financed by GABX through a $2,959.0 million term loan, which is guaranteed by GATX. GATX also directly purchased approximately 200 locomotives from Wells Fargo. Brookfield directly acquired Wells Fargo's rail and locomotive finance lease portfolio. GATX will serve as manager of the railcars at GABX and the railcars and locomotives in the finance lease portfolio purchased directly by Brookfield. The filing includes historical audited financial statements of Wells Fargo Rail for the years ended December 31, 2025 and 2024, and unaudited pro forma condensed combined financial statements for the year ended December 31, 2025. In anticipation of the closing, GATX contributed equity of $385.3 million to GABX, and Brookfield contributed equity of $899.0 million to GABX as of December 31, 2025. The aggregate purchase price for the GABX Transaction and the Locomotive Transaction was estimated at $4.3 billion. Total estimated transaction costs for the acquisition are $30.3 million. Pro forma estimated interest expense for the GABX debt financing is $148.6 million for the year ended December 31, 2025, based on a variable interest rate of 5.02%.