Centerbridge Sells 5.1M GTX Shares at $12.17; Aronson 12.4%

Garrett Motion's Schedule 13D/A reports that several Centerbridge-affiliated entities and Jeffrey H. Aronson hold material positions in the company's common stock.

Rhea-AI Filing Summary

Garrett Motion's Schedule 13D/A reports that several Centerbridge-affiliated entities and Jeffrey H. Aronson hold material positions in the company's common stock. The cover pages show Centerbridge Credit Partners Master with 7,405,469 shares (3.7%), Centerbridge Special Credit Partners III-Flex with 17,641,340 shares (8.8%), and Jeffrey H. Aronson with 25,046,809 shares (12.4%), calculated on a base of 201,575,459 shares outstanding. The amendment to Item 5 adds that on August 6, 2025 two reporting persons sold shares on the open market: Credit Partners Master sold 1,500,541 shares at $12.17 and SC III-Flex sold 3,599,459 shares at $12.17.

The filing updates beneficial ownership disclosures and provides transaction detail for those open-market dispositions; no explanation for the sales is included in the amendment.

Positive

• Transparent disclosure of specific open-market transactions including share counts and price per share
• Clear beneficial ownership figures for major reporting persons (e.g., Aronson's 25,046,809 shares / 12.4%)
• Outstanding share base provided (201,575,459), enabling consistent percentage calculations

Negative

• Material dispositions totaling 5,100,000 shares were executed on Aug 6, 2025, which equals approximately 2.53% of the outstanding class
• No explanation provided in the amendment for why the reporting persons sold shares
• Filing does not state post-sale holdings for the sellers within the added Item 5 language

Insights

Financial Analyst

TL;DR: Centerbridge-affiliated sellers disposed of 5.1M GTX shares on Aug 6 at $12.17, equal to ~2.53% of the outstanding class.

The amendment discloses open-market sales: 1,500,541 shares by Credit Partners Master and 3,599,459 shares by SC III-Flex at $12.17 each, a combined 5,100,000 shares or approximately 2.53% of the 201,575,459 shares used in the filing's calculations. The cover pages also show continuing significant stakes: 7,405,469 shares (3.7%), 17,641,340 shares (8.8%), and 25,046,809 shares (12.4%). These transaction disclosures are material for investor monitoring of insider and affiliate activity but the filing does not provide motives or post-sale holdings.

Corporate Governance Expert

TL;DR: The Schedule 13D/A updates holdings and transparently reports specific open-market dispositions, but offers no rationale for the sales.

The amendment restates the cover-page Item 5 holdings and adds specific trade details for August 6, 2025. Reporting persons show shared voting and dispositive power for the disclosed positions, and the filing uses a clear outstanding-share base (201,575,459) for percentage calculations. The record is procedurally complete for transaction disclosure, though the absence of explanatory context limits governance-readers' ability to assess intent.

FAQ

How many GTX shares did Centerbridge-related sellers sell on August 6, 2025?

The filing shows combined open-market sales of 5,100,000 shares on August 6, 2025: 1,500,541 by Credit Partners Master and 3,599,459 by SC III-Flex.

At what price were the GTX shares sold on Aug 6, 2025?

Each disclosed sale was reported at a price of $12.17 per share.

What beneficial ownership does Jeffrey H. Aronson have in GTX according to the filing?

Jeffrey H. Aronson is reported to beneficially own 25,046,809 shares, representing 12.4% of the class per the filing's calculations.

What are the reported holdings for Centerbridge entities in the Schedule 13D/A?

The cover pages report Centerbridge Credit Partners Master with 7,405,469 shares (3.7%) and Centerbridge Special Credit Partners III-Flex with 17,641,340 shares (8.8%).

What outstanding share count is used to calculate percentages in this filing?

Percentages are calculated using a total of 201,575,459 shares of common stock outstanding.

Does the amendment explain why the sales occurred or show post-sale holdings?

No. The amendment discloses the transactions and cover-page holdings but does not provide a reason for the sales nor state post-sale holdings within the added Item 5 language.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/08/2025 - 04:03 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

08/06/2025

(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 7,405,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,405,469.00

11

Aggregate amount beneficially owned by each reporting person

7,405,469.00

12

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

13

Percent of class represented by amount in Row (11)

3.7 %

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.

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 7,405,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,405,469.00

11

Aggregate amount beneficially owned by each reporting person

7,405,469.00

12

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

13

Percent of class represented by amount in Row (11)

3.7 %

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 7,405,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,405,469.00

11

Aggregate amount beneficially owned by each reporting person

7,405,469.00

12

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

13

Percent of class represented by amount in Row (11)

3.7 %

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 7,405,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,405,469.00

11

Aggregate amount beneficially owned by each reporting person

7,405,469.00

12

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

13

Percent of class represented by amount in Row (11)

3.7 %

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 17,641,340.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,641,340.00

11

Aggregate amount beneficially owned by each reporting person

17,641,340.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

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 17,641,340.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,641,340.00

11

Aggregate amount beneficially owned by each reporting person

17,641,340.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

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 17,641,340.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,641,340.00

11

Aggregate amount beneficially owned by each reporting person

17,641,340.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

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 25,046,809.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,046,809.00

11

Aggregate amount beneficially owned by each reporting person

25,046,809.00

12

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

13

Percent of class represented by amount in Row (11)

12.4 %

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. 7") 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"), and as further amended by this Amendment No. 7, 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 6, 2025, SC III-Flex and Credit Partners Master sold the following shares of Common Stock for cash on the open market: Trade Date Seller Date Shares Sold Price Per Share August 6, 2025 Credit Partners Master 1,500,541 $12.17 August 6, 2025 SC III-Flex 3,599,459 $12.17

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:	08/08/2025

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:	08/08/2025

Centerbridge Credit Cayman GP, Ltd.

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

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:	08/08/2025

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:	08/08/2025

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:	08/08/2025

CSCP III Cayman GP Ltd.

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

Jeffrey H. Aronson

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