SCHEDULE: Oaktree Reduces Garrett Motion Stake via Share Buyback

Oaktree Capital entities sold 2.5 million shares of Garrett Motion common stock back to the issuer for $20.00 per share, reducing their aggregate beneficial ownership to 7.68%.

Summary

• Oaktree Capital entities, including Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings, LLC, and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., sold a total of 2,500,000 shares of Garrett Motion Inc. common stock.
• The shares were sold in a private transaction directly back to Garrett Motion Inc. at a price of $20.00 per share.
• Following this transaction, the Oaktree reporting persons collectively beneficially own 14,594,816 shares of Garrett Motion's Common Stock.
• This represents approximately 7.68% of the 189,971,052 shares of Common Stock outstanding as of February 13, 2026.
• This filing is Amendment No. 12 to the original Schedule 13D filed on May 14, 2021.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for Garrett Motion, as a share repurchase can be accretive to EPS for remaining shareholders, though Oaktree's reduced stake might warrant monitoring.

Positives

• The share repurchase by Garrett Motion Inc. at $20.00 per share could be viewed as a positive for remaining shareholders, as it reduces the number of outstanding shares, potentially increasing earnings per share.
• The transaction provides liquidity to Oaktree Capital entities for a significant portion of their holdings.

Negatives

• A significant institutional investor like Oaktree Capital reducing its stake could be interpreted by some as a signal of reduced confidence in the company's future prospects or valuation.
• The sale of 2.5 million shares represents a notable reduction in Oaktree's overall influence and beneficial ownership percentage in Garrett Motion.

Risks

• The reduction in Oaktree's stake might lead to a decrease in institutional investor interest or a re-evaluation of Garrett Motion's stock by other investors.
• Potential market perception issues if investors interpret Oaktree's reduced holding as a negative indicator for Garrett Motion's long-term value.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Garrett Motion Inc. or Oaktree Capital regarding future performance or strategic direction. It is a factual report of a past transaction.

Industry Context

StockSavvy.ai notes that share repurchases are a common capital allocation strategy used by companies to return value to shareholders, often signaling management's belief that the stock is undervalued. For an activist or significant investor like Oaktree to sell shares back to the company, it could indicate a strategic exit or a rebalancing of their portfolio, potentially freeing up capital for other investments. This transaction occurs within the broader context of Garrett Motion's capital structure management.

Comparison to Industry Standards

• Share repurchases are a standard corporate finance tool. Companies like Apple, Microsoft, and Google frequently engage in large-scale buybacks to optimize capital structure and enhance shareholder value.
• The $20.00 per share price for a private sale back to the issuer would need to be compared to Garrett Motion's prevailing market price around February 24, 2026, to assess if it was at a premium, discount, or market rate. Without this market data, a direct assessment of the transaction's favorability relative to industry norms for such buybacks is limited.
• Oaktree Capital, as a distressed debt and opportunistic investor, frequently takes significant stakes in companies, often playing a role in restructuring or strategic shifts. Their partial exit through a buyback is consistent with a fund's lifecycle, where they monetize investments once certain objectives are met or market conditions are favorable.

Related Party Transactions

• The sale of 2,500,000 shares by Oaktree entities back to Garrett Motion Inc. in a private transaction for $20.00 per share could be considered a related party transaction, given Oaktree's significant beneficial ownership and potential influence.

Stakeholder Impact

• Shareholders: Remaining shareholders may benefit from the reduced share count, potentially leading to higher earnings per share. However, the reduction in a major institutional investor's stake could also be viewed with caution.
• Oaktree Capital: The transaction provides liquidity and allows Oaktree to rebalance its portfolio.

Next Steps

• Garrett Motion Inc. will have fewer shares outstanding, which could impact future financial metrics like EPS.
• Oaktree Capital will have reduced exposure to Garrett Motion Inc. and potentially reallocate the proceeds from the sale.

Key Dates

Recommendation

The filing reports a significant institutional investor reducing its stake through a private sale back to the company. While a share repurchase can be positive for remaining shareholders by reducing share count, the exit of a major investor like Oaktree could signal a lack of further upside or a strategic re-evaluation. Investors should hold to observe how the market reacts to Oaktree's reduced involvement and await further operational or financial updates from Garrett Motion Inc. to assess the long-term implications.

Keywords

Garrett Motion Inc., Oaktree Capital, Schedule 13D/A, Share Repurchase, Common Stock, Institutional Ownership, Beneficial Ownership, Equity Sale, Investor Update