Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on management's evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Deloitte SA, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included in Item 8, Financial Statements and Supplementary Data , of this Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
On November 24, 2025 , Daniel Ninivaggi , Chairman of our Board of Directors , adopted a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K intended to satisfy Rule 10b5-1(c), to sell up to 17,178 shares of Common Stock between May 15, 2026, and November 16, 2026 .
On November 24, 2025 , Julia Steyn , Director , adopted a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K intended to satisfy Rule 10b5-1(c), to sell up to 17,000 shares of Common Stock between February 24, 2026, and October 21, 2026 .
On November 26, 2025 , Olivier Rabiller , President, Chief Executive Officer, and Director , adopted a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K intended to satisfy Rule 10b5-1(c), to sell up to 430,000 shares of Common Stock between February 25, 2026, and November 26, 2026 .
On November 26, 2025 , Daniel Deiro , Senior Vice President, Global Customer Management & General Manager, Japan/Korea , adopted a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K intended to satisfy Rule 10b5-1(c), to sell up to 33,000 shares of Common Stock between February 25, 2026, and November 26, 2026 .
On November 26, 2025 , Fabrice Spenninck , Senior Vice President & Chief Human Resources Officer , adopted a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K intended to satisfy Rule 10b5-1(c), to sell up to 39,000 shares of Common Stock between February 25, 2026, and May 25, 2026 .
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During the three months ended December 31, 2025, no other director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement," as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information with respect to this Item will be set forth in our 2026 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025. For the limited purpose of providing the information necessary to comply with this Item 10, the 2026 Proxy Statement is incorporated herein by this reference.
Item 11. Executive Compensation
Information with respect to this Item will be set forth in our 2026 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025. For the limited purpose of providing the information necessary to comply with this Item 11, the 2026 Proxy Statement is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to this Item will be set forth in our 2026 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025. For the limited purpose of providing the information necessary to comply with this Item 12, the 2026 Proxy Statement is incorporated herein by this reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to this Item will be set forth in our 2026 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025. For the limited purpose of providing the information necessary to comply with this Item 13, the 2026 Proxy Statement is incorporated herein by this reference.
Item 14. Principal Accountant Fees and Services
Information with respect to this Item will be set forth in our 2026 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025. For the limited purpose of providing the information necessary to comply with this Item 14, the 2026 Proxy Statement is incorporated herein by this reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
1. The following financial statements are included in Item 8 “Financial Statements and Supplementary Data” herein.
Report of Independent Registered Accounting Firm
46
Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3
49
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 5 , 202 4 and 202 3
50
Consolidated Balance Sheets as of December 31, 202 5 and 202 4
51
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3
52
Consolidated Statements of Equity (Deficit) for the Years Ended December 202 5 , 202 4 and 202 3
53
Notes to the Consolidated Financial Statements
54
2. The following financial statement schedule should be considered in conjunction with our consolidated financial statements. All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.
GARRETT MOTION INC.
Schedule II-Valuation and Qualifying Accounts
For and as of the year ending: Balance at Beginning of Period Additions Charged to Costs and Expenses Deductions Foreign
Exchange
Translation
Adjustment Balance at End of Period
(Dollars in millions)
December 31, 2025
Allowance for expected credit losses $ 4 $ 6 $ ( 1 ) $ — $ 9
Inventory reserves 41 4 ( 7 ) 4 42
Tax valuation allowance 29 4 — 4 37
December 31, 2024
Allowance for expected credit losses $ 6 $ ( 1 ) $ ( 1 ) $ — $ 4
Inventory reserves 41 4 ( 2 ) ( 2 ) 41
Tax valuation allowance 52 4 ( 34 ) 7 29
December 31, 2023
Allowance for expected credit losses $ 9 $ 2 $ ( 5 ) $ — $ 6
Inventory reserves 31 13 ( 4 ) 1 41
Tax valuation allowance 31 20 ( 1 ) 2 52
3. The exhibits to this report are listed below
Incorporated by Reference
Exhibit
Number Description Form File No. Exhibit Filing
Date Filed/
Furnished Herewith
2.1 Amended Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated April 26, 2021
8-K 001-38636 2.1 4/27/2021
3.1 Third Amended and Restated Certificate of Incorporation of Garrett Motion Inc., dated May 29, 2024
10-Q 001-38636 3.1 7/25/2024
97
3.2 Fifth Amended and Restated By-Laws of Garrett Motion Inc., dated May 29, 2024
10-Q 001-38636 3.2 7/25/2024
4.1 Description of Capital Stock
10-K 001-38636 4.1 2/20/2025
4.2 Indenture, dated as of May 21, 2024, among Garrett Motion Holdings Inc., Garrett LX I S.à r.l, Garrett Motion Inc., the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee.
8-K 001-38636 4.1 5/21/2024
10.1† Offer Letter for Olivier Rabiller, dated May 2, 2018
10-12B 001-38636 10.1 8/23/2018
10.2† Offer Letter for Thierry Mabru, dated June 1, 2018
10-12B 001-38636 10.4 8/23/2018
10.3† Offer Letter for Craig Balis, dated June 1, 2018
10-12B 001-38636 10.5 8/23/2018
10.4† Employment Contract, dated May 29, 2020, between Garrett Motion Sàrl, Garrett Motion Inc. and Sean Deason
10-Q 001-38636 10.1 7/30/2020
10.6† Non-Employee Director Compensation Program
10-K 001-38636 10.6 2/20/2025
10.7† Garrett Motion Inc. 2021 Long-Term Incentive Plan
8-K 001-38636 10.1 5/28/2021
10.8† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement
8-K 001-38636 10.2 5/28/2021
10.9† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement 2021 Performance-Based (Stock Price)
8-K 001-38636 10.3 5/28/2021
10.10† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement 2021 Performance-Based (EBITDA)
8-K 001-38636 10.4 5/28/2021
10.11† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement
8-K 001-38636 10.5 5/28/2021
10.12† 2023 Garrett Motion Inc. Severance Plan for Designated Officers
10-Q 001-38636 10.4 7/27/2023
10.13 Amended and Restated Credit Agreement, dated as of January 30, 2025 , among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-38636 10.1 1/31/2025
10.14 First Amendment, dated as of August 6, 2025, to Amended and Restated Credit Agreement, dated as of January 30, 2025, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-38636 10.1 8/07/2025
10.15 Registration Rights Agreement, dated as of April 30, 2021, among Garrett Motion Inc. and the holders party thereto
8-K 001-38636 10.3 4/30/2021
19 Insider Trading Policy
*
21.1 List of Subsidiaries
*
23.1 Consent of Independent Registered Public Accounting Firm
*
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
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31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
97 Garrett Motion, Inc. Clawback Policy
10-K 001-38636 97 2/15/2024
101 The following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity (Deficit) and (vi) Notes to the Consolidated Financial Statements
*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
* Filed herewith
** Furnished herewith
† Management contract or compensation plan or arrangement
Item 16. Form 10- K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Garrett Motion Inc.
Date: February 19, 2026 By: /s/ Olivier Rabiller
Olivier Rabiller
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Olivier Rabiller President, Chief Executive Officer and Director February 19, 2026
Olivier Rabiller (Principal Executive Officer)
/s/ Sean Deason Senior Vice President and Chief Financial Officer February 19, 2026
Sean Deason (Principal Financial Officer)
/s/ Joanne Lau Vice President and Corporate Controller February 19, 2026
Joanne Lau (Principal Accounting Officer)
/s/ Daniel Ninivaggi Chairman of the Board and Director February 19, 2026
Daniel Ninivaggi
/s/ D'aun Norman Director February 19, 2026
D'aun Norman
/s/ Paul Camuti Director February 19, 2026
Paul Camuti
/s/ Joachim Drees Director February 19, 2026
Joachim Drees
/s/ Robert Shanks Director February 19, 2026
Robert Shanks
/s/ Julia Steyn Director February 19, 2026
Julia Steyn
/s/ Steven Tesoriere Director February 19, 2026
Steven Tesoriere
100