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

Rhea-AI Filing Summary

Garrett Motion Inc. SVP & Chief Financial Officer Sean Deason reported tax-related share dispositions, not open-market sales. On February 17, 2026, a total of 9,729 and 72,526 shares of common stock were withheld by Garrett Motion at a price of $20.62 per share to cover tax liabilities tied to the vesting of restricted and performance-based stock units granted on February 17, 2023. After these tax-withholding transactions, Deason directly owned 372,792 shares of Garrett Motion common stock.

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^*

Deason Sean

(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 Financial Officer

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)		9,729	D	$20.62	445,318	D
Common Stock	02/17/2026		F(2)		72,526	D	$20.62	372,792	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/ Sean Deason, 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).
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 Garrett Motion (GTX) CFO Sean Deason report in this Form 4?

Sean Deason reported tax-withholding dispositions of Garrett Motion common stock, not open-market trades. On February 17, 2026, shares were withheld by the company to pay tax liabilities from vesting restricted and performance-based stock units that were originally granted on February 17, 2023.

How many Garrett Motion (GTX) shares were withheld for Sean Deason’s taxes?

A total of 9,729 and 72,526 Garrett Motion common shares were withheld to satisfy tax obligations. These amounts relate to the partial vesting of restricted stock units and the full vesting of performance-based stock units that were granted to Sean Deason on February 17, 2023.

At what price were Sean Deason’s Garrett Motion (GTX) tax-withheld shares valued?

The tax-withheld Garrett Motion shares were valued at $20.62 per share. This price was used in connection with the withholding of 9,729 and 72,526 common shares to cover the tax liabilities arising from the vesting of Deason’s restricted and performance-based stock unit awards.

Were Sean Deason’s Garrett Motion (GTX) Form 4 transactions open-market sales?

No, the transactions were not open-market sales. They were coded as tax-withholding dispositions, meaning Garrett Motion withheld shares to pay Deason’s tax liabilities upon vesting of stock awards rather than him selling shares directly into the market.

How many Garrett Motion (GTX) shares does Sean Deason own after these transactions?

After the reported tax-withholding transactions, Sean Deason directly owned 372,792 shares of Garrett Motion common stock. This post-transaction holding reflects his remaining direct ownership following the company’s withholding of shares to cover the tax liabilities associated with his February 2023 equity awards.

What equity awards triggered the tax-withholding dispositions for Garrett Motion (GTX) CFO?

The tax-withholding dispositions stemmed from restricted stock units and performance-based stock units granted on February 17, 2023. When these awards vested on February 17, 2026, Garrett Motion withheld shares, rather than cash, to satisfy the resulting tax liabilities owed by Sean Deason.