Centerbridge insiders dispose of 9M Garrett Motion (GTX) shares at $12.27

Rhea-AI Filing Summary

Centerbridge reporting persons sold large blocks of Garrett Motion Inc. common stock on 08/13/2025 at $12.27 per share. Two reported dispositions total 9,000,000 shares sold (6,335,100 and 2,664,900), leaving reported indirect holdings of 11,306,240 and 4,740,569 shares respectively after the transactions. The Form 4 is jointly filed by multiple Centerbridge entities and Jeffrey H. Aronson, with explanatory footnotes describing the ownership chain through related partnerships and general partners. The filing states that, upon these sales, the Reporting Persons ceased to be beneficial owners of more than 10% of Garrett Motion common stock.

Positive

• None.

Negative

• Large coordinated sale: Reported dispositions of 6,335,100 and 2,664,900 shares at $12.27 on 08/13/2025, totaling 9,000,000 shares.
• Loss of >10% status: Reporting Persons state they ceased to be beneficial owners of more than 10% of Garrett Motion common stock following the sales.

Insights

Financial Analyst

TL;DR: Large, coordinated dispositions by Centerbridge reduce their >10% stake and may lower perceived insider alignment with shareholders.

The reported sales on 08/13/2025 total 9,000,000 shares at $12.27 each. For investors, the size and concentration of these dispositions are material because the sellers were previously >10% beneficial owners and now no longer exceed that threshold. This change can affect control considerations, block-share liquidity, and market perception of insider conviction. The filing includes standard disclaimers that the entities disclaim beneficial ownership except for pecuniary interests and shows multi-entity ownership through partnership and GP structures, which is common for private fund investors.

Corporate Governance Expert

TL;DR: The Form 4 discloses routine fund-level sales and the ownership chain; governance implications hinge on context not included here.

The submission clearly maps the ownership chain among Centerbridge entities and discloses that the sellers ceased to be >10% owners after the transactions. From a governance perspective, the filing satisfies disclosure requirements and notes disclaimers of beneficial ownership by certain affiliates. The document does not include board changes, related-party transactions, or new agreements, so governance impact appears procedural rather than indicating a change in control arrangements within the disclosed text.

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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X

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^*

Centerbridge Credit Partners Master, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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

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

	Form filed by One Reporting Person
X	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	08/13/2025		S		6,335,100	D	$12.27	11,306,240	I	See footnote(1)
Common Stock	08/13/2025		S		2,664,900	D	$12.27	4,740,569	I	See footnote(2)

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Master, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Centerbridge Credit Cayman GP, Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Centerbridge Credit GP Investors, L.L.C.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners III-Flex, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners General Partner III, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

CSCP III Cayman GP Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

Explanation of Responses:

1. CSCP III Cayman GP Ltd. ("CSCP III Cayman GP") is the general partner of Centerbridge Special Credit Partners General Partner III, L.P., which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. ('SC III-Flex"), and may be deemed to share beneficial ownership over the shares of Common Stock held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein.

2. Centerbridge Credit GP Investors, L.L.C. ("Credit GP Investors") is the sole director of Centerbridge Credit Cayman GP, Ltd., which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P., which is the general partner of Centerbridge Credit Partners Master, L.P. ("Credit Partners Master"), and may be deemed to share beneficial ownership over the shares of Common Stock held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein.

Remarks:

The Reporting Persons are jointly filing this Form 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose. Upon the sales reported herein, the Reporting Persons ceased to be beneficial owners of more than 10% of the outstanding shares of Garrett Motion Inc. Common Stock.

	CENTERBRIDGE CREDIT PARTNERS MASTER,L.P. By: Centerbridge Credit Partners Offshore General Partner,L.P.,its general partner By:Centerbridge Credit Cayman GP,Ltd.,its gen. par. By:Centerbridge Credit GP Investors,L.L.C,its director By: /s/ Susanne V. Clark	08/15/2025
	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P. By: Centerbridge Credit Cayman GP, Ltd., its general partner By: Centerbridge Credit GP Investors, L.L.C., its director By: /s/ Susanne V. Clark	08/15/2025
	CENTERBRIDGE CREDIT CAYMAN GP, LTD. By: Centerbridge Credit GP Investors, L.L.C., its director By: /s/ Susanne V. Clark	08/15/2025
	CENTERBRIDGE CREDIT GP INVESTORS, L.L.C. By: /s/ Susanne V. Clark	08/15/2025
	CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P. By: Centerbridge Special Credit Partners General Partner III, L.P., its general partner By: CSCP III Cayman GP Ltd., its general partner By: /s/ Susanne V. Clark	08/15/2025
	CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P. By: CSCP III Cayman GP Ltd., its general partner By: /s/ Susanne V. Clark	08/15/2025
	CSCP III CAYMAN GP LTD. By: /s/ Susanne V. Clark	08/15/2025
	JEFFREY H. ARONSON /s/ Jeffrey H. Aronson	08/15/2025
	** 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.
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FAQ

What shares were sold in the Form 4 for Garrett Motion (GTX)?

The Form 4 reports two dispositions on 08/13/2025 of 6,335,100 and 2,664,900 shares of Garrett Motion common stock, each at a price of $12.27.

Who filed the Form 4 reporting the GTX transactions?

The filing was made jointly by multiple Centerbridge entities (including Centerbridge Credit Partners Master, L.P. and related general partners) and Jeffrey H. Aronson.

Did the Reporting Persons remain >10% owners of GTX after the sales?

No. The Form 4 states that upon the reported sales the Reporting Persons ceased to be beneficial owners of more than 10% of Garrett Motion common stock.

What ownership remains after the reported GTX sales?

Following the transactions, the filing reports indirect beneficial ownership amounts of 11,306,240 shares on one line and 4,740,569 shares on the other line as shown in the Form 4.

Are there disclaimers about beneficial ownership in the filing?

Yes. Footnotes state related entities and Jeffrey H. Aronson may be deemed to share beneficial ownership through fund and GP structures but expressly disclaim ownership except to the extent of any proportionate pecuniary interest.