[Form 4] Garrett Motion Inc. Insider Trading Activity

Rhea-AI Filing Summary

Domo, Inc. (DOMO) – Form 4 filing dated 07/03/2025 discloses that founder, CEO, director and 10% owner Joshua G. James received two equity awards on 07/02/2025.

• 100,000 Restricted Stock Units (RSUs): convert 1-for-1 into Class B common shares as service-based vesting is satisfied.
• 450,000 Performance-based Stock Units (PSUs): vest in four tranches over one-to-four years only if Mr. James remains a service provider and DOMO’s share price meets escalating targets between $20 and $45.

The awards were granted at $0 exercise price, so no cash changed hands. After the grants, the executive directly owns 1,578,213 Class B shares. Indirect holdings add another 558,553 shares through family trusts and LLCs, while 3,263,659 Class A shares remain convertible on a 1:1 basis.

Implications for investors: the sizable PSU component ties compensation to ambitious price hurdles, signalling confidence yet limiting dilution unless targets are achieved. However, a potential issuance of up to 550,000 new shares (≈1.6% of basic shares outstanding) could be dilutive if fully vested. The filing contains no cash sales or open-market purchases, indicating the transaction is routine equity compensation rather than a directional bet.

Positive

• Performance-based stock units require share-price targets of $20–$45, directly linking CEO compensation to shareholder returns.
• Staggered vesting over four years limits immediate dilution and supports long-term value creation.

Negative

• Potential dilution of up to 550,000 additional shares (≈1.6 % of shares outstanding) if all awards vest.
• No open-market purchase by the insider, so the filing does not represent incremental cash commitment or a bullish trading signal.

Insights

Corporate Governance Expert

TL;DR: Large equity grant aligns CEO pay with price targets; potential dilution modest, overall governance-neutral.

The board continued its practice of awarding a mix of service-based RSUs and outcome-dependent PSUs. Requiring share-price hurdles up to $45 (well above recent trading range) strengthens pay-for-performance and guards against windfall gains. Total possible issuance equals roughly 1.6 % of outstanding shares, within common mid-cap norms and staggered across four years, mitigating dilution risk. Because the grants originated from an approved equity plan, they do not require shareholder ratification. No red flags on compliance or related-party transactions were observed.

Portfolio Manager

TL;DR: Routine incentive grant; neutral near-term share-price impact but signals management’s multi-year growth expectations.

Although 550 k shares could eventually hit the float, vesting is tied to aggressive price milestones that imply 40-150 % upside from recent levels. Hence dilution is contingent on strong stock performance—a trade-off most investors accept. The absence of open-market buying means there is no immediate bullish signal. I view the filing as neutral for trading purposes; however, the PSU structure modestly improves the risk-reward profile by aligning leadership incentives with shareholders.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

NINIVAGGI DANIEL A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		4,551	A	(1)	134,596	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 a grant of deferred stock units under the Garrett Motion Inc. 2021 Long-term Incentive Plan (the "Plan") in lieu of cash compensation for service as a non-employee director. The deferred stock units vest immediately upon grant and are payable as common stock on the earlier to occur of (i) a Change in Control of the Issuer (as defined in the Plan) or (ii) the six-month anniversary of the reporting person's cessation of service on the Board of Directors.

	/s/ Daniel A. Ninivaggi, by Patrick Foley as attorney-in-fact	07/03/2025
	** 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.
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 did DOMO CEO Joshua G. James report in the July 2025 Form 4?

He received 100,000 RSUs and 450,000 PSUs of Class B common stock granted at $0 price.

How many DOMO shares could be issued from the new awards?

Up to 550,000 new Class B shares if all RSUs and PSUs fully vest.

What are the vesting conditions for the DOMO PSUs?

Four annual tranches vest only if the share price reaches targets ranging from $20 to $45 and the CEO remains employed.

How many DOMO shares does the CEO own after the transaction?

He directly holds 1,578,213 Class B shares and beneficially owns additional indirect and convertible holdings.

Is there immediate dilution for DOMO shareholders?

No; dilution occurs only when units vest and convert, contingent on service and price performance.