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

Rhea-AI Filing Summary

Garrett Motion Inc. senior vice president and chief human resources officer Fabrice Spenninck reported tax-related share dispositions tied to equity awards. On February 17, he had 4,781 and 35,639 shares of common stock withheld at $20.62 per share to cover tax liabilities from vesting restricted stock units and performance-based stock units granted February 17, 2023.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Spenninck Fabrice

Role SVP & Chief Human Res. Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,781	$20.62	$99K
Tax Withholding	Common Stock	35,639	$20.62	$735K

Holdings After Transaction: Common Stock — 225,878 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/17/2026

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)		4,781	D	$20.62	225,878	D
Common Stock	02/17/2026		F(2)		35,639	D	$20.62	190,239	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/ Fabrice Spenninck, 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 insider transaction did GTX executive Fabrice Spenninck report?

Fabrice Spenninck reported tax-withholding dispositions of Garrett Motion common stock. A total of 4,781 and 35,639 shares were withheld at $20.62 per share to satisfy tax liabilities from vesting equity awards granted on February 17, 2023.

Was the GTX Form 4 transaction an open-market sale by the executive?

No, the Form 4 reflects tax-withholding dispositions, not open-market sales. Garrett Motion withheld 4,781 and 35,639 shares at $20.62 per share to pay Spenninck’s tax liabilities triggered by vesting restricted and performance-based stock units granted in February 2023.

What price was used for the GTX shares withheld for Fabrice Spenninck’s taxes?

The shares were valued at $20.62 per share for the tax-withholding dispositions. This price applied to both the 4,781 shares tied to restricted stock unit vesting and the 35,639 shares tied to performance-based stock unit vesting on February 17, 2023.

Which equity awards caused the GTX tax-withholding share dispositions?

The dispositions arose from partial vesting of restricted stock units and vesting of performance-based stock units. Both award types were granted to Fabrice Spenninck on February 17, 2023, and their vesting created tax liabilities settled by withholding Garrett Motion common shares.

Does Fabrice Spenninck still hold Garrett Motion shares after these transactions?

Yes, the Form 4 shows continuing direct ownership after the tax-withholding dispositions. Following the 4,781-share withholding, 225,878 shares were reported, and after the 35,639-share withholding, 190,239 shares were reported as directly owned Garrett Motion common stock by Spenninck.

How many GTX shares were withheld in total for Spenninck’s tax liabilities?

Two separate withholdings occurred: 4,781 shares and 35,639 shares of Garrett Motion common stock. Both were used to pay tax liabilities generated by the vesting of restricted stock units and performance-based stock units originally granted to Spenninck on February 17, 2023.