Garrett Motion (GTX) HR chief earns 79,195 performance-based shares

Rhea-AI Filing Summary

Garrett Motion Inc. senior vice president and chief human resources officer Fabrice Spenninck reported an equity award tied to company performance. He acquired 79,195 shares of common stock on February 11, 2026 at a price of $0 per share, reflecting the earning of performance-based stock units granted in February 2023. After this award, he directly beneficially owns 230,659 common shares. The board, following its Talent Management & Compensation Committee’s recommendation, certified that the performance goals were achieved, and the PSUs are scheduled to vest on February 17, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spenninck Fabrice

(Last) (First) (Middle)

C/O GARRETT MOTION INC.

LA PIECE 16

(Street)

ROLLE V8 1180

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Human Res. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A(1)		79,195	A	$0	230,659	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 79,195 shares certified as earned with respect to an award of performance-based stock units ("PSUs") granted on February 17, 2023. The Issuer's Board of Directors, on the recommendation of its Talent Management & Compensation Committee, certified the achievement of the applicable performance metrics and goals on February 11, 2026 and the PSUs will vest, in accordance with their terms, on February 17, 2026.

	/s/ Fabrice Spenninck, by Patrick Foley as Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did GTX executive Fabrice Spenninck report?

Fabrice Spenninck reported acquiring 79,195 Garrett Motion common shares through an equity award. The shares were certified as earned from performance-based stock units granted in 2023, following board confirmation that the company met specified performance metrics and goals on February 11, 2026.

Was cash paid for the 79,195 GTX shares acquired by the executive?

No cash was paid for these shares; the reported price per share was $0. The shares represent earned performance-based stock units, meaning they were awarded as compensation after the company’s performance goals were certified as achieved by the board of directors.

How many GTX shares does Fabrice Spenninck own after this Form 4 transaction?

After this transaction, Fabrice Spenninck directly beneficially owns 230,659 Garrett Motion common shares. This total includes the 79,195 shares certified as earned from performance-based stock units, which increased his direct holdings as disclosed in the insider ownership table.

What triggered the vesting of GTX performance-based stock units for the executive?

The vesting was triggered when Garrett Motion’s board certified achievement of performance metrics and goals on February 11, 2026. These metrics related to performance-based stock units granted on February 17, 2023, and the PSUs are scheduled to vest in accordance with their terms on February 17, 2026.

When were the GTX performance-based stock units originally granted to the executive?

The performance-based stock units underlying the 79,195 earned shares were originally granted on February 17, 2023. They became earned after the board confirmed that performance targets were achieved, with formal vesting expected on February 17, 2026 under the award’s terms.

What role does the GTX Talent Management & Compensation Committee play in these awards?

The Talent Management & Compensation Committee reviews performance results and recommends certification to the board. For this award, the board acted on the committee’s recommendation to certify achievement of the applicable performance metrics, allowing the performance-based stock units to be earned and scheduled to vest.