Sessa Capital Reports 4,348,770 Shares (2.15%) of Garrett Motion (GTX)

Sessa Capital and affiliated entities report collective ownership of 4,348,770 shares of Garrett Motion Inc. common stock, representing 2.15% of the class.

Rhea-AI Filing Summary

Sessa Capital and affiliated entities report collective ownership of 4,348,770 shares of Garrett Motion Inc. common stock, representing 2.15% of the class. The filing lists five reporting persons—Sessa Capital (Master), L.P.; Sessa Capital GP, LLC; Sessa Capital IM, L.P.; Sessa Capital IM GP, LLC; and John Petry—each shown with shared voting and shared dispositive power over the 4,348,770 shares and no sole voting or dispositive power. The issuer's principal executive office is identified in Rolle, Switzerland. The statement affirms the holdings are not intended to change or influence control of the issuer.

Positive

• Transparent reporting: Sessa Capital entities disclosed aggregate beneficial ownership and voting/dispositive power clearly.
• Modest stake size: The 2.15% position is below 5%, reducing likelihood of immediate governance control concerns.

Negative

• None.

Insights

Financial Analyst

TL;DR: A 2.15% passive stake reported by Sessa Capital entities, material enough for disclosure but below activist thresholds.

This Schedule 13G/A shows Sessa Capital-affiliated funds and an individual reporting shared beneficial ownership of 4,348,770 shares (2.15%). The positions are reported as shared voting and dispositive power with no sole control, consistent with an aggregated investment held by related entities. Because the reported percentage is below 5% and the filing includes the certification that the stake is not held to influence control, this appears to be a routine institutional disclosure rather than an attempt to effect governance change. Impact on valuation or control is limited given the modest stake size.

Corporate Governance Expert

TL;DR: Multiple affiliated filers disclose shared control of a 2.15% stake, signaling coordinated ownership but not a controlling position.

The filing identifies five related reporting persons with identical beneficial amounts and shared voting/dispositive authority, which implies centralized decision-making within the Sessa structure despite separate legal entities. The certification asserts no intent to change control and the disclosure complies with Schedule 13G requirements for passive holdings. From a governance perspective, this level of ownership is noteworthy for monitoring but does not by itself create a governance shift or trigger mandatory 13D obligations.

FAQ

Who filed the Schedule 13G/A for Garrett Motion (GTX)?

The filing was made by five reporting persons: Sessa Capital (Master), L.P.; Sessa Capital GP, LLC; Sessa Capital IM, L.P.; Sessa Capital IM GP, LLC; and John Petry.

How many Garrett Motion (GTX) shares does Sessa Capital report owning?

The report lists an aggregate beneficial ownership of 4,348,770 shares held by the reporting persons.

What percentage of Garrett Motion (GTX) does this ownership represent?

The aggregate amount represents 2.15% of the class of common stock.

Do the reporting persons have voting or dispositive power over the shares?

Yes; each reporting person is shown with shared voting power and shared dispositive power over the 4,348,770 shares and no sole voting or dispositive power.

Does the filing indicate the stake is intended to influence control of Garrett Motion (GTX)?

No. The filing includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

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

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Accepted by SEC EDGAR 08/14/2025 - 05:06 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Garrett Motion Inc.

(Name of Issuer)

Common Stock, par value $0.001 per shares

(Title of Class of Securities)

366505105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 366505105

1

Names of Reporting Persons

Sessa Capital (Master), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,348,770.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,348,770.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,348,770.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.15 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 366505105

1

Names of Reporting Persons

Sessa Capital GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,348,770.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,348,770.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,348,770.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.15 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 366505105

1

Names of Reporting Persons

Sessa Capital IM, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,348,770.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,348,770.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,348,770.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.15 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 366505105

1

Names of Reporting Persons

Sessa Capital IM GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,348,770.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,348,770.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,348,770.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.15 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 366505105

1

Names of Reporting Persons

John Petry

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,348,770.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,348,770.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,348,770.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.15 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Garrett Motion Inc.
(b)	Address of issuer's principal executive offices: La Piece 16, Rolle, Switzerland 1180
Item 2.
(a)	Name of person filing: (i) Sessa Capital (Master), L.P. (ii) Sessa Capital GP, LLC (iii) Sessa Capital IM, L.P. (iv) Sessa Capital IM GP, LLC (v) John Petry
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 888 Seventh Avenue, 30th Floor, New York, NY 10019
(c)	Citizenship: (i) Sessa Capital (Master), L.P. - a Cayman Islands exempted limited partnership (ii) Sessa Capital GP, LLC - a Delaware limited liability company (iii) Sessa Capital IM, L.P. - a Delaware limited partnership (iv) Sessa Capital IM GP, LLC - a Delaware limited liability company (v) John Petry - a United States citizen
(d)	Title of class of securities: Common Stock, par value $0.001 per shares
(e)	CUSIP No.: 366505105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) 4,348,770 (ii) 4,348,770 (iii) 4,348,770 (iv) 4,348,770 (v) 4,348,770
(b)	Percent of class: (i) 2.15 % (ii) 2.15 % (iii) 2.15 % (iv) 2.15 % (v) 2.15
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: (i) 4,348,770 (ii) 4,348,770 (iii) 4,348,770 (iv) 4,348,770 (v) 4,348,770
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: (i) 4,348,770 (ii) 4,348,770 (iii) 4,348,770 (iv) 4,348,770 (v) 4,348,770
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Sessa Capital (Master), L.P.

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	08/14/2025

Sessa Capital GP, LLC

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	08/14/2025

Sessa Capital IM, L.P.

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	08/14/2025

Sessa Capital IM GP, LLC

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	08/14/2025

John Petry

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	08/14/2025