Garrett Motion (GTX) CEO has shares withheld to cover equity award taxes

Rhea-AI Filing Summary

Garrett Motion Inc. President & CEO Olivier Rabiller reported two tax-related share dispositions. On February 17, 2026, a total of 27,554 and 205,409 common shares were withheld by the company to cover tax liabilities triggered by the vesting of restricted and performance-based stock units granted on February 17, 2023. These are tax-withholding dispositions rather than open-market sales.

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

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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^*

Rabiller Olivier

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F(1)		27,554	D	$20.62	1,540,955	D
Common Stock	02/17/2026		F(2)		205,409	D	$20.62	1,335,546	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 shares withheld by Garrett Motion Inc. for payment of the tax liability incurred upon the partial vesting of restricted stock units granted on February 17, 2023.

2. Represents shares withheld by Garrett Motion Inc. for payment of the tax liability incurred upon the vesting of performance-based stock units granted on February 17, 2023.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Olivier Rabiller, by Patrick Foley as Attorney-in-Fact	02/19/2026
	** 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).
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FAQ

What did Garrett Motion (GTX) CEO Olivier Rabiller report in this Form 4?

Olivier Rabiller reported share dispositions related to tax withholding. On February 17, 2026, Garrett Motion withheld blocks of 27,554 and 205,409 common shares to pay taxes arising from vesting equity awards originally granted on February 17, 2023.

Were the Garrett Motion (GTX) CEO’s Form 4 transactions open-market stock sales?

No, the reported transactions were not open-market stock sales. The Form 4 shows shares of common stock were withheld by Garrett Motion to satisfy tax liabilities from vesting restricted and performance-based stock units granted on February 17, 2023.

How many Garrett Motion (GTX) shares were withheld for the CEO’s tax liabilities?

Two separate share blocks were withheld to cover taxes. Garrett Motion retained 27,554 common shares and 205,409 common shares on February 17, 2026, in connection with the vesting of restricted and performance-based stock units awarded on February 17, 2023.

What equity awards caused the Garrett Motion (GTX) CEO’s tax-withholding share dispositions?

The dispositions stem from previously granted equity awards. Footnotes explain that the withheld shares relate to restricted stock units and performance-based stock units that vested, both originally granted to the CEO on February 17, 2023 by Garrett Motion.

What does transaction code F mean in the Garrett Motion (GTX) CEO Form 4?

Transaction code F indicates shares used to pay tax or exercise costs. In this case, it reflects Garrett Motion withholding common shares from the CEO’s vesting restricted and performance-based stock units on February 17, 2026 to satisfy the associated tax liabilities.