Centerbridge Sells Millions of GTX Shares; Ownership Falls Under 5%

Rhea-AI Filing Summary

Centerbridge amended its Schedule 13D for Garrett Motion Inc. (GTX) to report open-market sales of common stock on August 20-22, 2025. Several Centerbridge-related entities sold shares at average prices between $13.1109 and $13.3301 per share, including SC III-Flex selling a total of 4,416,801 shares across the dates and Credit Partners Master selling 1,833,199 shares across the dates. The filing states the reporting persons ceased to beneficially own more than 5% of GTX as of August 22, 2025. Ownership rows on the cover pages show holdings such as 6,889,439 shares (3.5%) for SC III-Flex and 2,907,370 shares (1.5%) for Credit Partners Master, with total share count used of 201,575,459 adjusted for a 5,000,000 share repurchase on August 20, 2025.

Positive

• Transparent disclosure of specific sale dates, share counts and per-share prices for August 20-22, 2025
• Updated ownership percentages and the basis for the outstanding share count (including the 5,000,000 share repurchase) are provided

Negative

• Reporting persons reduced holdings below 5%, which may signal decreased insider/major-holder support
• Large open-market sales totaling multiple millions of shares (e.g., SC III-Flex 4,416,801; Credit Partners Master 1,833,199) executed over three days

Insights

Financial Analyst

TL;DR Centerbridge executed multi-day open-market sales reducing its reported stake below 5%, signaling a material reduction in holdings.

The Schedule 13D/A documents specific share dispositions on August 20-22, 2025 at average prices of $13.2285, $13.1109 and $13.3301 per share. Aggregate sales reported: SC III-Flex sold 4,416,801 shares and Credit Partners Master sold 1,833,199 shares across the transactions described, resulting in reporting persons no longer owning over 5% of outstanding common stock as of August 22, 2025. For investors, this is a material change in ownership concentration that may affect perceived insider support, but the filing contains no commentary on strategic intent or future actions.

Corporate Governance Expert

TL;DR The amendment provides transparent disclosure of sales and updated ownership; governance implications depend on context outside this filing.

The amendment is procedurally complete and cites the cover page ownership details and the cessation of >5% beneficial ownership. It notes the denominator used for percentage calculations and the issuer's 5,000,000-share repurchase. The filing does not indicate any coordination, change in control intent, or agreements affecting board composition, so from a governance-compliance standpoint it is a routine but material ownership update.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Garrett Motion Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

366505105

(CUSIP Number)

Susanne V. Clark
c/o Centerbridge Partners, L.P., 375 Park Avenue, 11th Floor
New York, NY, 10152
2126725000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

Centerbridge Credit Partners Master, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,907,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,907,370.00

11

Aggregate amount beneficially owned by each reporting person

2,907,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

All calculations of percentage ownership herein are based on a total of 201,575,459 shares of Common Stock issued and outstanding as of July 18, 2025, as reported in the Form 10-Q filed by the Issuer on July 24, 2025, decreased to reflect the Issuer's repurchase of 5,000,000 shares from other investors on August 20, 2025.

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

Centerbridge Credit Partners Offshore General Partner, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,907,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,907,370.00

11

Aggregate amount beneficially owned by each reporting person

2,907,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

Centerbridge Credit Cayman GP, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,907,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,907,370.00

11

Aggregate amount beneficially owned by each reporting person

2,907,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

Centerbridge Credit GP Investors, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,907,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,907,370.00

11

Aggregate amount beneficially owned by each reporting person

2,907,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

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

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,889,439.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,889,439.00

11

Aggregate amount beneficially owned by each reporting person

6,889,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

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

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,889,439.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,889,439.00

11

Aggregate amount beneficially owned by each reporting person

6,889,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

CSCP III Cayman GP Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,889,439.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,889,439.00

11

Aggregate amount beneficially owned by each reporting person

6,889,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 366505105

1

Name of reporting person

Jeffrey H. Aronson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,796,809.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,796,809.00

11

Aggregate amount beneficially owned by each reporting person

9,796,809.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Garrett Motion Inc.
(c)	Address of Issuer's Principal Executive Offices: 375 Park Avenue, 11th Floor, New York, NEW YORK , 10152.
Item 1 Comment: This amendment (this "Amendment No. 9") amends the Schedule 13D filed by the Reporting Persons on May 13, 2021 (the "Original Schedule 13D", as amended by that certain Amendment No. 1 filed by the Reporting Persons on April 14, 2023, the "Schedule 13D Amendment No. 1", as further amended by that certain Amendment No. 2 filed by the Reporting Persons on June 7, 2023, the "Schedule 13D Amendment No. 2", as further amended by that certain Amendment No. 3 filed by the Reporting Persons on June 14, 2023, the "Schedule 13D Amendment No. 3, as further amended by that certain Amendment No. 4 filed by the Reporting Persons on December 14, 2023 (the "Schedule 13D Amendment No. 4"), as further amended by that certain Amendment No. 5 filed by the Reporting Persons on December 17, 2024 (the "Schedule 13D Amendment No. 5"), as further amended by that certain Amendment No. 6 filed by the Reporting Persons on May 30, 2025 (the "Schedule 13D Amendment No. 6"), as further amended by that certain Amendment No. 7 filed by the Reporting Persons on August 8, 2025 (the "Schedule 13D Amendment No. 7"), as further amended by that certain Amendment No. 8 filed by the Reporting Persons on August 15,2025 (the "Schedule 13D Amendment No. 8"), and as further amended by this Amendment No. 9 (the "Schedule 13D"). Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Schedule 13D, as previously amended. The Schedule 13D is amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The information required by Items 5(a) is set forth in rows 7 through 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(b)	Item 5(b) is hereby amended and restated to read as follows: The information required by Items 5(b) is set forth in rows 7 through 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(c)	Item 5(c) is hereby amended by the addition of the following: On August 20, 2025, SC III-Flex sold 212,050 shares of Common Stock and Credit Partners Master sold 87,950 shares of Common Stock, in each case for $13.2285 per share in cash on the open market. On August 21, 2025, SC III-Flex sold 4,028,943 shares of Common Stock and Credit Partners Master sold 1,671,057 shares of Common Stock, in each case at an average price of $13.1109 per share in cash on the open market. On August 22, 2025, SC III-Flex sold 175,808 shares of Common Stock and Credit Partners Master sold 74,192 shares of Common Stock, in each case for $13.3301 per share in cash on the open market.
(e)	Item 5(e) is hereby amended and restated as follows: On August 22, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Centerbridge Credit Partners Master, L.P.

Signature:	/s/ Susanne V. Clark
Name/Title:	CENTERBRIDGE CREDIT PARTNERS MASTERS, L.P.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

Centerbridge Credit Partners Offshore General Partner, L.P.

Signature:	/s/ Susanne V. Clark
Name/Title:	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

Centerbridge Credit Cayman GP, Ltd.

Signature:	/s/ Susanne V. Clark
Name/Title:	CENTERBRIDGE CREDIT CAYMAN GP, LTD.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

Centerbridge Credit GP Investors, L.L.C.

Signature:	/s/ Susanne V. Clark
Name/Title:	CENTERBRIDGE CREDIT GP INVESTORS, L.L.C.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

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

Signature:	/s/ Susanne V. Clark
Name/Title:	CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

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

Signature:	/s/ Susanne V. Clark
Name/Title:	CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

CSCP III Cayman GP Ltd.

Signature:	/s/ Susanne V. Clark
Name/Title:	CSCP III CAYMAN GP LTD.; By: Susanne V. Clark, Authorized Signatory
Date:	08/22/2025

Jeffrey H. Aronson

Signature:	/s/ Jeffrey H. Aronson
Name/Title:	Jeffrey H. Aronson
Date:	08/22/2025

FAQ

What stake did Centerbridge report in Garrett Motion (GTX) after the amendment?

The filing shows certain Centerbridge entities held 6,889,439 shares (3.5%) and 2,907,370 shares (1.5%) for respective reporting persons; the reporting persons ceased to beneficially own more than 5% as of August 22, 2025.

When and at what prices did the Centerbridge entities sell GTX shares?

Sales occurred on August 20, 21 and 22, 2025 with per-share prices reported at $13.2285, an average of $13.1109, and $13.3301, respectively.

How many shares were sold by SC III-Flex and Credit Partners Master?

The filing states SC III-Flex sold a total of 4,416,801 shares across the dates listed and Credit Partners Master sold 1,833,199 shares across the same dates.

What share count basis did the filing use to calculate percentages?

Percentage ownership calculations are based on 201,575,459 shares outstanding as of July 18, 2025, reduced to reflect the issuer's repurchase of 5,000,000 shares on August 20, 2025.

Does the filing state any reasons or plans for the sales?

No. The Schedule 13D/A discloses the sales and updated ownership statistics but does not provide reasons, intentions or future plans for the dispositions.