Garrett Motion SEC Filings

comScore, Inc. (SCOR) filed a Form 4 disclosing that director Leslie Gillin received an equity grant on 01 Jul 2025.

• Security granted: 10,000 Restricted Stock Units (RSUs), each convertible into one common share.
• Valuation basis: The award equals US$120,000 divided by an assumed share price of US$12.00.
• Vesting terms: RSUs vest in full on the earliest of (i) the 2026 annual meeting, (ii) 30 Jun 2026, or (iii) a change-of-control, provided the director remains on the Board. Shares are delivered upon separation from service or change-of-control.
• Ownership impact: Following the grant, Gillin beneficially owns 10,000 derivative securities representing common stock; no open-market transactions or cash purchases were reported.
• Governance note: The Board cut the target equity retainer from US$170,000 to US$120,000 and used a higher reference price, reducing share count by ~70%. The company positions this as closer alignment with shareholder interests and reduced dilution.

No other acquisitions, dispositions or indirect holdings were reported.

Box, Inc. (NYSE: BOX) filed an 8-K to report the results of its 2025 Annual Meeting held on 27 June 2025. Shareholders approved several governance and compensation proposals that collectively expand the company’s equity authorization and update its charter.

• Equity Incentive Plan: The Amended & Restated 2015 Equity Incentive Plan was expanded by 5 million Class A shares (Proposal 3). The measure passed with 75.5 million votes FOR versus 52.5 million AGAINST, reflecting a comparatively narrow 59.0 % approval among votes cast (excluding abstentions and broker non-votes).
• Employee Stock Purchase Plan: The ESPP share pool was increased by 6 million shares (Proposal 4). This proposal passed more comfortably, receiving 124.0 million FOR and 4.1 million AGAINST votes (93.2 % support).
• Officer Exculpation Amendment: Shareholders approved an amendment to the Certificate of Incorporation to extend Delaware-enabled officer liability protections (Proposal 5) with 111.4 million FOR and 16.7 million AGAINST votes. The filing became effective upon submission to the Delaware Secretary of State on 27 June 2025.
• Director Elections: Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected; Mayer received notably higher support (90 % FOR) than Levin (67 % FOR).
• Say-on-Pay: Executive compensation received 95.5 % shareholder approval (125.1 million FOR).
• Auditor Ratification: Ernst & Young LLP was reappointed with 130.9 million FOR (96.9 % support).
• Quorum: 83.75 % of eligible voting power was represented (136.8 million votes).

The additional 11 million shares authorized for equity compensation represent potential dilution of approximately 7.9 % of the company’s 139.4 million basic shares outstanding at 31 January 2025, assuming full issuance. Governance-wise, the officer exculpation amendment aligns Box’s charter with recent changes to Delaware law but may weaken future shareholder recourse. All other items were routine.

Garrett Motion Inc. (GTX) – Form 4 insider transaction

Cyrus Capital Partners, L.P., together with its general partner Cyrus Capital Partners GP, L.L.C. and Chief Investment Officer Stephen C. Freidheim (collectively the “Reporting Persons”), disclosed two open-market sales of Garrett Motion common stock while remaining a 10 % beneficial owner.

• 07 / 02 / 2025: 51,865 shares sold at a weighted-average price of $11.003.
• 07 / 03 / 2025: 219,647 shares sold at a weighted-average price of $11.0374.

Following the transactions, the Reporting Persons’ indirect beneficial ownership declined from 23,705,198 to 23,433,686 shares, a reduction of roughly 1.1 % of their position. All shares are held indirectly via several Cyrus-managed investment funds (see Footnote 2). No derivative securities were reported.

The filing indicates routine portfolio activity rather than a strategic exit; the group still holds a substantial block well above the 10 % threshold, maintaining significant influence over GTX.

Astec Industries, Inc. (NASDAQ: ASTE) filed an 8-K to report the July 1, 2025 closing of its $245 million cash acquisition of TerraSource Holdings, LLC. The purchase was effected through a Membership Interest Purchase Agreement signed on April 28, 2025 and was completed on a cash-free, debt-free basis, subject to customary post-closing adjustments.

To fund the deal and strengthen liquidity, Astec simultaneously entered into a new $600 million senior secured credit agreement with Wells Fargo as administrative agent. The facilities comprise revolving, term-loan, swingline and letter-of-credit tranches, plus an incremental accordion of up to $150 million. Proceeds from the term loan, combined with cash on hand, financed the acquisition, repaid all borrowings under the company’s prior $250 million revolver (terminated at closing), and covered transaction fees.

Key financing terms: (i) maturity on July 1, 2030; (ii) borrower option of Term SOFR +1.75%-2.75% or Base Rate +0.75%-1.75%, with pricing and commitment fees (0.15%-0.35%) tied to the company’s Consolidated Total Net Leverage Ratio; (iii) secured guarantees from U.S. domestic subsidiaries. Covenants require a Net Leverage Ratio ≤3.50× (up to 4.00× following certain acquisitions) and an Interest Coverage Ratio ≥2.50×, alongside customary negative covenants and change-of-control repayment triggers.

Astec intends to file the required historical and pro forma financial statements for TerraSource within 71 days. A press release announcing the closing was furnished under Item 7.01.

The transaction materially expands Astec’s business while increasing funded debt and related covenant obligations, making the development impactful to investors.