Wells Fargo & Co. has entered into a definitive agreement to sell its rail equipment leasing business to a newly formed joint venture between GATX Corp. and Brookfield Infrastructure Partners in a deal valued at approximately $4.4 billion.

The transaction includes Wells Fargo’s entire rail operating lease portfolio of about 105,000 railcars, along with its rail finance lease portfolio of roughly 23,000 railcars and 440 locomotives. The deal is expected to close in the first quarter of 2026 or sooner, pending regulatory approvals and other customary conditions.

“This transaction is consistent with Wells Fargo’s ongoing strategy of simplifying our businesses and focusing on products and services that are core to our clients,” said David Marks, executive vice president at Wells Fargo Commercial Banking.

The sale is not expected to have a material impact Wells Fargo’s earnings or financial position.

GATX will manage the assets acquired through the joint venture and those directly owned by Brookfield Infrastructure. GATX’s initial equity stake in the joint venture will be 30%, while Brookfield Infrastructure will hold the remaining 70%. GATX has the option to acquire full ownership over time.

“This is an outstanding opportunity to build on GATX’s leading North American platform,” said Robert C. Lyons, president and CEO of GATX. “The acquisition will enhance GATX’s fleet diversification and is expected to be modestly accretive to earnings per share in the first full year after closing, with greater contributions thereafter.”

The rail operating lease portfolio consists primarily of freight cars with a current utilization rate of about 97%. The joint venture will be financed through partner equity and a fully underwritten $3.2 billion term loan, along with a $250 million revolving credit facility.

BofA Securities served as the sole financial advisor to GATX and Brookfield Infrastructure, while Wells Fargo Securities advised Wells Fargo. Mayer Brown and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to GATX and Brookfield Infrastructure, respectively. Simpson Thacher & Bartlett LLP advised Wells Fargo.