GTX 10-K & 10-Q changes, risk factors and insider trading

Our continued success depends on our ability to innovate to meet or exceed the needs of our customers. The automotive industry is increasingly focused on improved vehicle efficiency and reduced emissions, including through the development of hybrid and full-battery electric vehicles,vehicles. This evolution is largely driven by increasingly stringent governmentemissions regulations related to emissions and changing consumer preferences, and we expect this trend to continue.continue Increasedin many of the regions in which we operate. Over the past several years, there has been increased public awareness and concern in various regions in which we operate regarding global climate changechange, which has resulted, and may resultcontinue to result, in even more local, regional and/or federal requirements to reduce or mitigate the effects of greenhouse gas emissions further, and several marketsregions in which we operate are already undertaking efforts to ban internal combustion vehicles altogether. WhileThese thistrends trend presentspresent an opportunity for increased incorporation of turbochargers into internalICE, combustionhybrid, engine ("ICE"), hybridREEV and fuel-cell based vehicles in the medium-term as original equipment manufacturers ("OEMs") seek to reduce emissions from their existing product portfolios,portfolios. However, demand may shift away from the types of vehicles where our turbochargers generate higher profit margins and towards the types of vehicles where our turbochargers generate smaller profit margins, and in the longer-term may shift toward vehicles where no turbocharger is needed, such as with battery electric vehicles.BEVs. Conversely, if emissions regulations are weakened, postponed or repealed, demand for emissions-reducing technologies, such as turbochargers, may be negatively impacted.decline. If we are unable to respondadapt to changes in the technological needs of our customers, if a transition to batteryBEVs electricadoption vehiclesaccelerates is pursued more broadly or is implemented more rapidlyfaster than we have anticipated,expected, or if we overestimate the turbocharger penetration rate in ICE, hybrid, REEV, or fuel-cell-based vehicles in the medium-term,vehicles, our results of operations and financial condition could be materially adversely affected.

In addition, in response to the ongoing evolution in the automotive industry and the anticipated shift toward zero-emission vehicles, we have made, and we expect to continue to make, significant investments in technologieselectrification supporting zero-emission vehicles,technologies, including fuel cell compressors and high value electric vehicle components, including E-Powertrain and E-Cooling Compressorcompressor technologies. Many of these new technologies are in the pre-development stage and theretheir success is nonot guaranteeguaranteed. thatWe theyare willalso beinvesting successful.in Further,new investmentand expanded applications for our existing technologies, including industrial, marine, and stationary power generation applications. Investment in these new technologies is dependent on the profits generated from our turbocharger business;business, and reduced demand for our turbochargers could impact our ability to invest in these new technologies. IfThere can be no assurance that any new technology will be successfully commercialized in a timely manner, if at all, that any new technology will be successful if commercialized, or that we can succeed in a new industry or application. Failure to timely and accurately predict customer needs and preferences, anticipate regulatory conditions affecting current and future products, or to develop new technologies that are accepted by our customers could have a material adverse impact on our competitive position, operations, financial condition, and cash flows. Further, if required to make more significant investments thanexceed expected,expectations, if consumer demand for zero-emissionour vehiclesand our customers' new products fails to develop or develops more slowly than expectedexpected, or if competition for electrificationsuch technologies is more intense than we expect, our business, financial condition and results of operations may be materially adversely affected.

We operate in a highly competitive market.industries.

We compete globallyin various regions of the world with several other manufacturers and distributors that produce and sell turbochargers,turbochargers and other products that we sell, and we face intense competition in the development of technologies for electrification and other zero-emission solutions. Our competitors include independent regional and internationalmulti-regional suppliers as well as vertically integrated internal business units of major automotive OEMs. We also compete with start-ups, which may be well-funded with more operational and financial flexibility than we have, and with competitors that are larger than we are, which may have greater financial and other resources than we do. If we face increased competition or if any of our competitors more accurately respond to market developments, develop products that are superior to our products, produce similar products at a cost that is lower than our cost, or adapt more quickly than we do to new technologies or evolving customer needs, we may not be able to compete successfully and our business, financial condition, and results of operations may be materially adversely affected.

InFor 2024,the fiscal year ended December 31, 2025, our top ten customers accounted for approximately 62% of our net sales and our largest customer accounted for approximately 12% of our net sales. Changes in our business relationships with any of our major customers or in the timing, size and continuation of their various programs could have a material adverse impact on our business. We may lose major customers due to factors beyond our control, including due to mergers and acquisitions. Additionally, while we continually bid on new business with our existing customers and continually seek to diversify our customer base, there is no assurance that our efforts will be successful. The loss of any of these customers, the loss of business with respect to one or more of their vehicle models on which we have high component content, or a significant decline in the production levels of such vehicles would negatively impact our business, results of operations and financial condition. Further, to the extent that the financial condition of our largest customers deteriorates, our financial position and results of operations could be adversely affected.

We are dependent on the continued growth, viabilitygrowth and financial stability of our customers, a substantial portion of whom are OEMs in the automotive industry, which is sensitivecyclical toand influenced by general economic conditions and other factors, such as consumer confidence and preferences, inflation, tax rates,policies, interest rates and fuel costs, as well as industry-specific conditions,factors, such as rapid technological change often driven bychange, regulatory changes, vigorous competition, short product life cycles, supplier stability, factory transitions and capacity concerns.constraints. Economic and industry conditions have had, and will continue to have, an impact on our business, whether directly or indirectly through our customers and suppliers. Furthermore, the regionalRegional concentration ofcould ouramplify salesthese mayaffects. exacerbateA thedecline impact of regionalin economic conditions on our results of operations, including in China, where we conduct a significant portion of our sales, and which has recently experienced low inflation and a deterioration of the job market. Economic declines that result in significant reductions in automotive sales or production, particularly with respect to light vehicles, or theslower-than-expected failure to recoverrecovery from such economicdeclines, declines on timelines that we anticipate, wouldcould have an adverse effect on our business, results of operations and financial condition.

Sales in our aftermarket operations are directly related to consumer demand and spending for automotive aftermarket products, which may be affected by factors outside of our control, such as the average useful life of OEM parts and components, severity of regional weather conditions, highway and roadwayroad infrastructure deterioration and the average numbervehicle of miles vehicles are driven by owners.mileage. Given the relative importance of our off-highway after marketaftermarket business, trends in agriculture, mining, oil and gasgas, marine, data centers and construction can also influence our aftermarket demand as well.demand. Improvements in technology and product quality are extending the longevity of vehicle component parts, which may result in delayeddelay or reducedreduce aftermarket sales. Our results of operations and financial condition could be adversely affected by these trends, including if we fail to respond in a timely and appropriateeffectively mannerrespond to changes in the demand for our aftermarket products.

Additionally, we rely upon a network of independent dealers to manage the distribution ofdistribute our aftermarket products. We rely on the capability of our independent dealers to develop and implement effective sales plans to create demand among purchasers for the equipment and related products and services that the dealers purchase from us. In addition, the dealer channel’s ability to support and service precision technology solutions and emerging power solutions may affect customers’ acceptance and adoption rates of these products. If our dealers are not successful in these endeavors, then we will be unable to grow our sales and revenue, which would have an adverse effect on our financial condition. Furthermore, these dealers may have trouble funding their day-to-day operations, and we or they may seek to terminate our existing relationships. The unplanned loss of any of our dealers could lead to inadequate market coverage or negative customer impressions of us and may adversely impact our ability to collect receivables that are associated with that dealer.

There is substantial and continuingcontinuous pressure on OEMs to reduce costs, including the costs of the products we supply. Our customer supply agreements with automotive OEMs typically require step-downs in component pricing over the period of production. In addition, our customers often reserve the right to terminate their supply contracts at any time, which enhances their ability to obtain price reductions. OEMs have also exercised significant influence over their suppliers, including us, particularly because in the automotive component supply industryindustry, which is highly competitive and serves a limited number of customers. Based on these factors, our status as a Tier I supplier (one that supplies vehicle components directly to manufacturersOEMs) and the fact that our customers’ product programs typically last several years and are anticipated to encompass large volumes, our customers are often able to negotiate favorable pricing and other terms, and any cost-cutting initiatives that our customers adopt generally will result in increased downward pressure on our pricing. The resulting impacts to our sales levels and margins could significantly reduce our revenues and adversely affect our competitive standing and prospects.

We have identified certain countries, such as China and India, as key high-growth geographic markets. We believe these markets are likely to experience substantial long-term growth,growth and accordinglyaccordingly, have made and expect to continue to make substantial investments in manufacturing operations, technical centers, RRD&DE activities and other infrastructure to support anticipated growth in these areas. If market demand for evolving vehicle technologies in these regions does not grow as quickly or materialize as we anticipate, or if we are unable to deepen existing and develop additional customer relationships in these regions, we may fail to realize expected rates of return or incur losses on our existing investments and may be unable to timely redeploy the invested capital to take advantage of other markets or product categories, potentially resulting in lost market share to our competitors. In particular, our ability to remain competitive and continue to grow in these regions depends in part on the absence of competing state-sponsored domestic businesses. If a state-sponsored operation entered a local market as a competitor, it might have access to significant social and financial capital that would enable it to overcome the ordinary barriers to entry in our industry and acquire potentially significant market share, likely at our expense. Further, continued trade tensions and other geopolitical concerns, particularly in China, may require us to shift our operations away from these countries. All of the foregoing could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Many customers, regulators, investors, employees, and other stakeholders in various jurisdictions in which we operate are increasingly focused on sustainability practices, including environmental and social considerations, relating to our businesses and industry, particularly with regards to climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion. Responding to these considerations and implementing related goals and initiatives involve risks and uncertainties, require investments and depend in part on third-party performance or data that is outside of our control. We cannot guarantee that we will achieve announced goals and initiatives or that our stakeholders will agree with and support them. Additionally, certain organizations have developed rating systems for evaluating companies on their approach to sustainability, and unfavorable ratings may lead to negative customer and/or investor sentiment. Furthermore, our practices may be judged against sustainability standards that are continually evolving and not always clear, and prevailing sustainability standards, expectations and regulations across jurisdictions may also reflect contrasting or conflicting values or agendas. Any failure, or perceived failure, by the Companyus to achieve these goals, further these initiatives, adhere to its public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Companyus and materially adversely affect the Company’sour business, reputation, results of operations and financial condition.

In particular, over the past several years, there ishas been increased public awareness and concern in various jurisdictions in which we operate regarding global climate change and climate-related risks, which has resulted, and is expected to continue to result, in increased local, regional and global regulations concerning environmental practices, including requirements to reduce and/or mitigate the effects of greenhouse gas emissions, as well as requirements to make disclosures regarding greenhouse gas emissions, climate-related matters such as enterprise risks, climate-related targets and otherwise, such as those recently adopted in California and Europe, including the Carbon Border Adjustment Mechanism and the Corporate Sustainability Reporting Directive. There continues to be a lack of consistent climate regulation across the jurisdictions in which we operate, which creates economic and regulatory uncertainty. Any future regulations aimed at mitigating climate change may negatively impact the prices of raw materials and energy as well as the demand for certain of our customers' products, which could in turn impact demand for our products and our results of operations. The costs of compliance and any changes to our operations mandated by new or amended regulations, or customer requirements, may be significant. Furthermore, any violations of climate change regulations may result in substantial fines and penalties, remediation costs, damages, or other adverse impacts on our business. Part of our strategy to address these risks includes our investment in technologies supporting zero-emission products, which presents additional risks. See “The automotive industry is evolving, and if we do not deliver new products and technologies in response to changing customer needs and preferences, our business could suffer.” Additionally, we may also be required to make changes at the level of our sourcing and production processes, including due to demands of, and commitments to carbon neutrality or net zero by, automotive OEMs. This could require us to incur additional costs in the form of investments needed to make our products and production processes compliant with such requirements.

Due to the complex nature of our business, our performance is highly dependent on our ability to recruit, hire, retain and develop talented and diverse employees who are highly skilled in their areas, particularly with respect to key areas, such as engineering, manufacturing, marketing, sales and senior management. Competition for qualified personnel in our industry is intense, and we may not be successful in attracting or retaining qualified personnel. In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose, flexible work arrangements, and other considerations. The loss of key employees, our inability to attract new qualified employees or adequately train new employees, or any delay in hiring or replacing key personnel, could disrupt our operations and negatively affect our business, financial condition and results of operations.

The launch of new programs and product lines is a complex process, the success of which depends on a wide range of factors, including the production readiness of our manufacturing facilities and manufacturing processes and those of our suppliers, as well as factors related to tooling, equipment, employees, product quality and other considerations. Our failure to successfully launch new businesses, or our inability to accurately estimate the cost to design, develop and launch new businesses, could have an adverse effect on our profitability and results of operations. In particular, to the extent we are not able to timely and successfully launch new programs and product lines, our customers may be required to delay or shut down vehicle production, which could result in significant financial penalties to the Company,us, a diversion of personnel and financial resources and/or our customers awarding business to a competitor, any of which could have an adverse effect on our profitability and cash flows.

We have experienced, and may continue to experience, volatility in the cost and availability of raw materials, components, energy, transportationtransportation, labor and other inputs as a result of a broad range of factors beyond our control, including, but not limited to, global pandemics, disruptions in the global supply chain, persistently high inflation and interest rates, new or higher tariffs and geopolitical tensions. There is no guarantee that we will be able to pass through these increased costs to our customers, orand if we are otherwise unable to mitigate these cost increases, itsuch cost increases could have ana material adverse effect on our results of operations and financial condition.

Short- or long-term capacity constraints, insufficient quality control, financial distress or significant changes in business conditions at any point in our supply chain could disrupt our operations and adversely affect our financial performance, particularly when the affected suppliers and vendors are the sole sources of products that we require or that have unique capabilities, or when our customers have directed us to use those specific suppliers and vendors. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. If our third-party manufacturerssuppliers fail to deliver products, parts and components of sufficient quality on time and at reasonable prices, we could have difficulties fulfilling our orders on similar terms or at all, sales and profits could decline, and our commercial reputation could be damaged. If we fail to adequately assess the creditworthiness and operational reliability of existing or futureour suppliers, if our suppliers become insolvent, if there is any unanticipated deterioration in their creditworthiness and operational reliability, or if they do not perform or adhere to our existing or future contractual arrangements, anywe resultingmay increasenot inbe non-performance by them, our inability to otherwise obtain the supplies or our inabilityable to enforce the terms of the contract or seekobtain otheralternative remediessupply on favorable terms, if at all, which could have a material adverse effect on our financial condition and results of operations.

Furthermore, a significant portion of our supply chain is concentrated in mainland China and, as a result, our ability to continue filling our supply needs may be adversely affected by changes in, or our failure to comply with, Chinese laws, regulations and standards, and by political risks beyond our control, including but not limited to, trade policies, treaties, government regulationsregulations, customer needs and preferences, and new or higher tariffs. Our inability to fill our supply needs, on terms that we expect or at all, would jeopardize our ability to fulfil obligations under our commercial contracts and could result in reduced sales and profits, contract penalties or terminations, and damage to customer relationships.

When we win a bid to provide products and services to an automotive OEM customer, the customer typically does not commit to award us its business until a separate contract has been negotiated, generally with a term ranging from one year to the life of the model (usually three to seven years). Once business has been awarded, the OEM customer typically retains the ability to terminate the arrangementagreement for convenience and without penalty and does not commit to purchase a minimum volume of products while the contract is in effect. As a result, the volume and timing of sales to our customers may vary significantly due to: (i) variation in demand for, and the success of, our customers’ products; (ii) our customers’ attempts to manage their inventory; (iii) design changes; (iv) changes in our customers’ manufacturing strategies; and (v) consolidation among our customers. A significant decrease in demand for certain key models or a group of related models sold by any of our major customers, or the ability of a manufacturer to re-source its requirements for a particular model or group of models, could have a material adverse effect on our business and financial condition.

We operateseek withinto alocate geographic footprint that emphasizes locating RRD&D, engineeringE, and manufacturing capabilities in close physical proximity to our customers and in regions with relatively lower costs than more developed markets. ThisOur international geographic footprint subjects us to many risks, including those related to: exchange control regulations; wage and price controls; intellectual property protections; antitrust and environmental regulations; employment regulations; data privacy and data protection regulations; foreign investment laws; monetary and fiscal policies and protectionist measures that may prohibit acquisitions or joint ventures, establishrequire local content requirements,content, or impact trade volumes; import, export and other trade restrictions (such as embargoes) and tariffs; anti-corruption and anti-bribery laws; transactions with state-owned enterprises; nationalization of private enterprises; natural and man-made disasters, hazards and losses; global health risks and pandemics; backlashdisputes from foreignwith labor organizations related to our repositioning actions; violence, civil and labor unrest; acts of terrorism; and our ability to hire and maintain qualified staff and maintain the safety of our employees throughout our operations. For example, certain of the markets in which we operate have adopted increasingly strict data privacy and data protection requirements or may require local storage and processing of data or similar requirements, such as the General Data Protection Regulation (“GDPR”) in the European Union. The GDPR and similar data protection measures may increase the cost and complexity of our ability to deliver our services to ensure compliance. In addition, due to our position as a market leader in the turbocharger industry in many of the markets in which we operate, we could face allegations of abuse of our market position or of collusion with other market participants, which could result in negative publicity and adverse regulatory action by the relevant authorities, including the imposition of monetary fines, which could adversely affect our financial condition and results of operations.

Trade tensions have in the past, and may in the future, negatively impact our business. We may not be able to mitigate the impacts of any new or higher tariffs, and our business, results of operations and financial position wouldcould be materially adversely affected by such tariffs. Further changes in U.S. trade policies, tariffs, taxes, export restrictions or other trade barriers, and any related responses from affected countries to any new or expanded U.S. trade barriers, or restrictions on raw materials or components may limit our ability to produce products, increase our manufacturing costs, decrease our profit margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase raw materials or components, which could have a material adverse effect on our business, results of operations and financial condition. For example, since early 2025, the U.S. government has recentlyannounced threatenedbroad tariff measures alongside targeted sector actions, while certain trade partners have implemented retaliatory tariffs, and aspects of this policy mix remain subject to imposeongoing new tariffs on imported products from Mexico, Canadanegotiations and China.short-term agreements. Although the impact of thesesuch tariffsmeasures on our business is subject to a number of unknown factors, including the size, effective date and duration of such tariffs,measures, future changes in the scope and nature of the tariffs, any retaliatory responses to such tariffs taken by the target countries, and the effectiveness of any mitigating actions that may be available to us, due to our meaningful operations in China and Mexico, the impact may be significant. In addition to potential increases in customs duties and tariffs in the United States and other countries, the United States-Mexico-Canada Agreement is subject to renewal in 2026. There can be no assurance that the results of this renegotiation will not adversely affect our business. These and other instabilities and uncertainties arising from the global geopolitical environment and the recent U.S. elections,environment, along with the cost of compliance with increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying product, marketing, pricing or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins.

Additionally, a significant portion of our revenues and expenses are denominated in currencies other than the U.S. dollar. As a result, we are subject to foreign currency risks and foreign exchange exposure arising from our business operations including, but not limited to, international financing activities between subsidiaries, foreign currency denominated monetary assets and liabilities and transactions arising from international trade. Our results of operations and financial condition have in the past been negatively impacted, and may in the future be negatively impacted, by rapidly fluctuating foreign exchange rates. While we have historically hedged foreign currency exposures and utilized foreign currency exchange forward contracts, we cannot guarantee the future success of such programs. Furthermore, a significant source of the funds attributable to Garrettour Motionparent Inc.company are derivedis from distributions from our non-U.S. subsidiaries. Certain countries in which we operate have adopted or could institute currency exchange controls that limit or prohibit the Company’sour local subsidiaries' ability to convert local currency into U.S. Dollarsdollars or to make payments outside the country. This could subject the Companyus to the risks of local currency devaluation and business disruption. We regularly monitor our foreign currency exchange exposure and often seek to reduce such foreign currency risk through hedging activities; however, foreign exchange hedging activities bear a financial cost and may not always be available to us or be successful in eliminating such volatility.

Geopolitical tensions, including armed conflict, such as the armed conflicts in Ukraine and the Middle East, terrorist activity or general economic disruption or instability, have in the past impacted, and may in the future impact, our operations and create or exacerbate certain risks we face to our business, financial condition and results of operations. For example, Russia’s invasion of Ukraine and the global response, including the imposition of financial and economic sanctions by the United States and other countries, hashave led to supply constraints that have impacted, and may continue to impact, our business. ItThey hashave also led to energy shortages globally, especially in Europe. A further prolonged or intensified conflict could result in acute shortages of raw materials and price inflation on transportation costs, materials, and energy, which in turn may adversely impact our supply chain. If the conflict expands beyond Ukraine, it could negatively impact our operations in neighboring countries. Furthermore, an escalation of geopolitical tensions due to the ongoing conflict, such as increased sanctions or restrictions on global trade,trade or otherwise, could result in further supply chain disruptions, reduced customer demand, state-sponsored cyberattacks or increased volatility in the financial markets, all of which could have a materially adverse impact on our business and operations.

We rely on a combination of patents, copyrights, trademarks, tradenames, trade secrets and other proprietary rights, as well as contractual arrangements, including licenses, to establish, maintain and protect our intellectual property rights. Effective intellectual property protection may not be available, or we may not be able to acquire or maintain appropriate registered or unregistered intellectual property, in every country in which we do business. Furthermore, in some areas of our business, the maturity of the industry and product technology may leave limited opportunity for differentiation. This risk is heightened with the broad adoption of artificial intelligence tools, which is expected to enhance intellectual property creation by our competition. Accordingly, our intellectual property may not be sufficient on its own to provide us with a competitive advantage, which in turn could weaken our ability to secure business awards from our customers and/or our ability to achieve targeted product profitability.

Protecting our intellectual property may require us to spend significant amounts of money. Further, the steps we take to protect our intellectual property may not adequately protect our rights or prevent others from infringing, violating or misappropriating our intellectual property rights. Any impairment of our intellectual property rights, including due to changes in U.S. or foreign intellectual property laws or the absence of effective legal protections or enforcement measures, could adversely impact our businesses, financial condition and results of operations. Adoption of artificial intelligence tools are expected to exacerbate these risks as well.

Our geographic footprint emphasizes locating engineering and manufacturing capabilities in close physical proximity to our customers and in regions with relatively lower costs than more developed markets, thereby enabling us to adoptadapt technologies and products for the specific vehicle types sold in each geographic market in which we operate and to manage costs. We are therefore subject to risks inherent in operating in various jurisdictions at a local level. In particular, a work stoppage or other disruption at any of our facilities in a given region could have a material adverse effect on our business, especially insofar as it impacts our ability to serve our customers.business. Our production in each of our markets is heavily dependent upon our local manufacturing capabilities, and so if we are forced to relocate our operations from our existing facilities to new facilities due to unforeseen circumstances or factors beyond our control, we will incur substantial costs, experience program delays and sacrifice proximity to customers and geographic markets as a result, potentially for an extended period of time, each of which could cause a material adverse effect on our business.

The automotive industryindustry, in particular, relies heavily on “just-in-time” delivery of components during the assembly and manufacture of vehicles, and when we fail to make timely deliveries to our customers in accordance with our contractual obligations, we generally have to absorb our own costs for identifying and solving the “root cause” of the problem as well as expeditiously producing replacement components or products. We typically must also carry the costs associated with “catching up,” such as overtime and premium freight. Additionally, if we are the cause for a customer being forced to halt production, the customer may seek to recoup its losses and expenses from us. These losses and expenses could be significant and may include consequential losses, such as lost profits.

Our profitability and margin growth are dependent upon, among other things, our ability to drive efficiency improvements throughout our organization. In addition, we seek productivity and cost savings benefits through repositioning actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions, workforce reductions, asset impairments, product line rationalizationsrationalizations, implementation of artificial intelligence tools and other cost-saving initiatives. Risks associated with these actions include potential delays in execution of planned initiatives, additional unexpected costs, failure to fully realize expected productivity improvements and adverse effects on employee morale. We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed and these actions may potentially disrupt our operations. In addition, organizational changes, attrition, labor relations difficulties, or workforce stoppages could impact our efforts to improve operational efficiencies, which could have a material adverse effect on our business, reputation, financial position and results of operations.

In the normal course of our business, we are from time to timetime-to-time party to various lawsuits, investigations and disputes arising out of our current and historical business. These proceedings may relate to commercial transactions, product liability, prior acquisitions and divestitures, employment, employee benefits plans, intellectual property, antitrust, import and export, and environmental, health and safety matters, as well as securities litigation, tax proceedings and litigation related to our debt. For additional information regarding our pending legal proceedings, see Item 3, “Legal Proceedings.” We cannot predict with certainty the outcome of legal proceedings or contingencies. The costs incurred in litigation can be substantial and result in the diversion of management’s attention and resources.

We have also made, and in the future may make, certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Our potential liabilities are subject to change over time due to new developments in legal proceedings or changes in settlement strategy, and we may become subject to, or be required to pay, damage awards or settlements that could have a material adverse effect on our results of operations, cash flows and financial condition. If we were required to make such payments, these payments could be significant and could exceed the amounts we have therefore accrued for such matters, adversely affecting our business, financial condition and results of operations. While we maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover the total amount of all insured claims and liabilities. The occurrence of significant liabilities for which there is no or insufficient insurance coverage could adversely affect our results of operations, cash flows, liquidity and financial condition.

We rely upon information technology systems to manage or support a variety of our business processes, activities and products, many of which involve sensitive information. As a result, we are subject to systems or service failures, not only resulting from failures of our systems or the failures of systems of third-party service providers, but also from exposure to cyber security threats, including hackers, computer viruses, malware, social engineering and cyber extortion. Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and targeted measures known as advanced persistent threats, directed at the Company,us, our products, our customerscustomers, our suppliers and/or our third-party service providers, including cloud providers. There has been an increase in the frequency and sophistication of cybercybersecurity threats our industry faces, particularly in light of the proliferation of artificial intelligence technologies, which is expected to continue, and our customers, partners and regulators are increasingly requiring cyber and other security protections and mandating security standards.

We have in the past experienced, and may in the future experience, cyber or other security incidents. Depending on their nature and scope, these could potentially result in the misappropriation, destruction, corruption or unavailability of our third parties' critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. Moreover, employee error, negligence or malfeasance, as well as intentional or inadvertent non-compliance with our security protocols may result in a breach of our information systems. Cyber incidents aimed at the software embedded in our products could also lead to third-party claims that our product failures have caused a similar range of damages to our customers.

The risks associated with cyber or other security incidents include the risks of financial loss, reputational damage resulting in the loss of business, litigation with third parties, theft of intellectual property, fines levied by governmental entities, diminution in the value of our investment in research, development and engineering, and costs associated with incident remediation. We may also be required to expend significant costs and resources to protect against cyber or other security incidents. The costs related to cyber or other security incidents may not be fully insured or indemnified by other means. The successful assertion of a large claim against us with respect to a cyber or other security incident could seriously harm our business. Even if not successful, these claims could result in significant legal and other costs, may be a distraction to our management and harm our customer relationships, as well as our reputation.

Our substantial indebtedness could, for example: limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; make it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under our debt instruments; require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment of our indebtedness, thereby reducing funds available to us for other purposes; limit our flexibility in planning for, or reacting to, changes in our operations or business; make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; impact our rent expense on leased space and interest expense from financing leases, which could be significant; make us more vulnerable to downturns in our business, our industry or the economy; restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies or exploiting business opportunities; cause us to make non-strategic divestitures; limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose of assets; or expose us to the risk of increased interest rates, as certain of our borrowings are at variable rates of interest.

If our cash flows were to become insufficient to service our indebtedness or cover our capital requirements or our access to capital were to become constrained, or if costs of capital increased significantly, whether due to lowered credit ratings, prevailing industry conditions, the solvency of our customers, a material decline in demand for our products, the volatility of the capital markets or other factors, our cashfinancial flowscondition and financialresults conditionof operations could be materially adversely affected. These conditions may negatively impact our credit ratings, which could reduce our ability to access new capital and further increase our cost of capital, which would negatively impact our financial condition and results of operations.

Our debt agreements contain restrictions that limit our flexibilityfinancial inand operatingoperational our business.flexibility.

Our debt agreements containcontain, and any other existing or future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things: incur additional debt, guarantee indebtedness or issue certain preferred shares; pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make other restricted payments; prepay, redeem or repurchase certain debt; make loans or certain investments; sell certain assets; create liens on certain assets; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into certain transactions with our affiliates; substantially alter the businesses we conduct; enter into agreements restricting our subsidiaries' ability to pay dividends; and designate our subsidiaries as unrestricted subsidiaries. In addition, the Revolving Facility requires us to comply with a consolidated total leverage ratio under certain circumstances.

As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. A failure to comply with the covenants in our debt agreements or any of our other existing or future indebtedness could result in an event of default under the applicable agreements, which if not cured or waived, could have a material and adverse effect on our business, financial condition and results of operations. In the event of any such event of default, the lenders under our indebtedness agreements: will not be required to lend any additional amounts to us; could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit; could require us to apply our available cash to repay these borrowings; or could effectively prevent us from making debt service payments on our long termlong-term notes; any of which could result in an event of default under the agreements governing our indebtedness, including cross-defaults under the agreements governing our long-term indebtedness. If we were unable to repay those amounts, the lenders under our existing or future secured indebtedness could proceed against the collateral granted to them to secure such other indebtedness. We have pledged a majority of our assets as collateral under the Senior Credit Facilities. If any of our outstanding indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

Our future results of operations could be adversely affected by changes in our effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, the results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures and various other governmental enforcement initiatives. Our tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of our future earnings, which could impact the valuation of our deferred tax assets. Changes in tax laws or regulations, suchincluding asrecent tax law changes in the PillarUnited 2States initiativeand the ongoing global adoption and legislative implementation of the Organization for Economic Cooperation and Development,Development's Pillar 2 initiative, establishing a global minimum corporate tax rate of 15% calculated on a country-by-country basis, could increase tax uncertainty and may adversely impact our effective tax rate and provision for income taxes.

We require working capital to meet our projected operating needs and fund ongoing RRD&DE activities, capital expenditures, and other cash requirements, and may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities, implement further marketing and sales activities, fund additional RRD&DE activities, satisfy regulatory and environmental compliance obligations, fund acquisitions or expansion, and meet varied working capital needs. Our capital requirements will depend on many factors, including acceptance of and demand for our products, the extent to which we invest in new technology and RRD&DE projects and the status and timing of these developments. AdditionalIf financingour cash flows from operations, cash and cash equivalents and borrowing capacity under the Revolving Facility are insufficient to satisfy our cash needs, we may need to seek additional financing, which may not be available on favorable terms, or at all. If we issue new debt securitiessecurities, andthe debt holders would have rights senior to our equity holders,holders and the terms of such additional debt could restrict our operations. See "Our debt agreements contain restrictions that limit our flexibility in operating our business." Further, if we issue additional equity securities, existing holders of our equity securities may experience dilution, and preferred equity securities would also have rights senior to holders of our Common Stock.

In addition, we have unfunded obligations under certain of our defined benefit pension and other postretirementpost-retirement benefit plans. The valuation of our future payment obligations under the plans and the related plan assets are subject to significant adverse changes if the credit and capital markets cause interest rates and projected rates of return to decline. Such declines could lead to a material increase in the unfunded obligations of these plans, which could require us to make significant additional contributions to our pension plans and increase our pension expense.

Our Board of Directors has announced that it intends to declare and pay quarterly dividends in an aggregate amount of approximately $50 million during the fiscal year ended December 31, 2025. The actual declaration and payment of any dividend is subject to the approval of our Board of Directors. There can be no assurance that we will continue to declare and pay dividends in the future at any level, or at all. Our ability to pay dividends may be limited by restrictions or limitations on our cash flows, including through restrictions in our debt agreements or our ability to obtain sufficient funds from our subsidiaries, many of which are located outside of the United States. Any declaration and payment of dividends on our Common Stock is subject to the approval of our Board of Directors and will depend on our earnings, financial condition, liquidity and capital requirements, the general economic climate, the terms of our equity securities, contractual restrictions, our ability to service our debt obligations and other factors deemed relevant by the Board of Directors from time to time.

Additionally, our Board of Directors has approved a share repurchase program, pursuant to which we may repurchase up to $250 million of shares of Common Stock from time to time during the fiscal year ended December 31, 2025.2026. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Board of Directors or an authorized committee of the Board of Directors in its discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our Common Stock, the market price of our Common Stock, general market and economic conditions, available liquidity, compliance with the Company'sour debt and other agreements, applicable legal requirements, the nature of other investment opportunities available to the Company,us, and other considerations. TheWe Company isare not obligated to purchase any shares under the share repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice.

Garrett is a cutting-edge technology leader delivering differentiated solutions for emission reduction and energy efficiency. We design, manufacture, and sell highly engineered turbocharging, air and fluid compression, and high-speed electric motor technologies for OEMs and independent aftermarket distributors withinin the mobility and industrial space.fields.

We have significant expertise in delivering highly engineered products at scale for ICE-poweredinternal vehiclescombustion engines using gasoline, diesel, natural gas and hydrogen, as well as for zero-emission technologiesvehicles. using hydrogen fuel cell systems, both for mobility and industrial use. As our customers continue to progress on electrification, we are applying our technological pillars to develop highly engineered E-Powertrain and E-Cooling compressor products to support their ambition. TheseOur products are key enablers for fuel economy, energy efficiency, thermal management, and compliance with emissions standards and overall greenhouse gas and other emission reduction targets.

In 2024,2025, turbocharger production decreasedincreased globally from approximately 50 million units in 2023 to 49 million units in 2024 to nearly 50 million units in 2025, and is expected to further decrease from 20252026 onward based on current expectations of electric vehicle penetration. We effectively navigated through macroeconomic and geopolitical challengeschallenges, including a very dynamic trade environment as a result of tariff actions, by implementing strategic permanent and variable cost measures, as well as leveraging commodity deflation pass-through. Our effective management allowed us to achieve Net income of $282$310 million and Adjusted EBITDAEBIT of $598$510 million for the year.

We continue to achieve success in our turbocharging, hybrid, and zero-emission technology applications. This year, we secured additional pre-production contracts for both light vehicle (including hybrid and range extended electric vehicle technologies), and commercial vehicle applications,applications. Additionally, we were awarded our first turboE-Powertrain application forin aearly Range Extended Electric Vehicle with a leading Chinese technology company,2025 and have made significant progress in testing our newair turboand off-highwaycooling applications.compression technologies, as evidenced with various partnerships and pre-development contracts throughout 2025 and into early 2026.

The following tables show our revenues by geographic region and product line for the years ended December 31, 2024, 20232025 and 2022.2024.

For the year ended December 31, 2024,2025, net sales decreasedincreased compared to prior year by $411$109 million or 11%,3%, including ana unfavorablefavorable impact of $34$62 million or 1%2% due to foreign currency translation primarily driven by lowerfluctuations Chinesein Yuan-to-USglobal dollarexchange rates. This increase was primarily related to favorable foreign currency impacts, and lowerhigher Japanesedemand Yen-to-USin dollargasoline exchangeand rates,commercial vehicles, partially offset by higher Euro-to-US dollar exchange rates. This decrease was mainly driven by soft demand in gasoline, diesel, and commercial vehicle applications, partially offset byweaker demand for replacement parts on aftermarket sales. Net sales furtheralso decreasedincludes due$40 to price, netmillion of inflationrecoveries pass-throughon drivenimport by commodity deflation andtariffs, partially offset by favorableunfavorable product mix.

Gasoline product sales decreasedincreased by $215$87 million or 13%6% (including ana unfavorablefavorable impact of $16$24 million or 1%2% due to foreign currency translation), primarily driven by softnew demandapplication in Chinalaunches and North America, partially offset by program ramp-ups in Europe, theNorth restAmerica, ofSouth AsiaAmerica and South America.India.

Diesel product sales decreasedincreased by $165 million or 17% (including an unfavorable impact of $6$10 million or 1% (including a favorable impact of $24 million or 3% due to foreign currency translation), primarily driven by passenger vehicles in Europe,Europe pursuing transition to gasoline hybrids, partially offset by sustained demand for pickup trucks in North andAmerica, South America.America and Southeast Asia.

Commercial vehicle sales decreasedincreased by $17$25 million or 3%4% (including ana unfavorablefavorable impact of $7$6 million or 2%1% due to foreign currency translation), primarily driven by globalgrowth demandin softnessoff-highway influencedprograms byacross macroeconomic headwinds such as higher interest rates and commodity inflation, partially offset by favorable regional mix.regions.

GrossFor profitthe decreasedyear ended December 31, 2025, cost of goods sold increased by $51$83 million, mainlyprimarily driven by lowerhigher sales volumes which contributed ato decreasean increase of $122$65 million. GrossCost profitof goods sold further declinedincreased from $50$41 million of price,import nettariffs, of inflation pass-through, $12$33 million higher R&D costs, net of customer reimbursements, and $27 million from foreign currency impacts from transactional, translationaltranslational, and hedging.hedging effects and $12 million of unfavorable product mix. These decreasesincreases were partially offset by $81$24 million of commodity, transportation and energy deflation, $72$24 million of productivity, net of labor inflation and repositioning costs, and $7$20 million of favorablelower impactRD&E fromcosts, productnet mix.of customer reimbursements.

For the year ended December 31, 2024,2025, non-operating income, net amounted to $13$19 million compared to $2$13 million in the prior year. The increase in non-operating income was primarily driven by a $13$5 million lossin onhigher remeasurementforeign ofexchange thetransactional Series A Preferred Stock Agreements (as defined below) during the prior year andgains, a $6$2 million increase in the non-service cost components of net periodic pension benefits,benefits and a $1 million increase in interest income, partially offset by $6$2 million of lower equity income due to the sale of an equity interest in an unconsolidated joint venture.venture in the second quarter of 2024.

The effective tax rate decreasedincreased by 7.03.1 percentage points in 20242025 compared to 2023.2024. The decreaseincrease was primarily due to releasesadditional ofunrecognized reservestax duebenefits toin statute of limitation expirationsSwitzerland and settlementsChina as well as prior year benefits associated with taxing authorities andthe release of valuation allowance related to deferred tax assets in Brazil (net of USU.S. branch taxes). In addition, there wasand prior year expensebenefits dueassociated towith rate change impact on deferred tax assets attributable to the certification by the Chinese governmentstatute of thelimitation Highexpiration and New Technology Enterprise statussettlement of theaudits Company’sin ChinaSwitzerland operations,and which reduced the tax rate to 15% for the respective entity.Korea. These increases were partially offset by priorthe yearrevaluation of deferred tax benefitsassets in Switzerland duerelated to lawintellectual changesproperty (nettransferred ofwithin valuationChina allowance)which andwas insubject Korea for prior yearto tax settlements.at different rates.

For the year ended December 31, 2024,2025, net income increased by $21$28 million compared with the prior year, primarily due to a$48 million of lower interest expense, $26 million of increased gross profit and $6 million of increased non-operating income. These were partially offset by $21 million of higher tax expenses, the prior year gain of $27 million gain on the sale of an equity interest in an unconsolidated joint venture,venture $7and million of lower SG&A expenses, $3 million of lower interest expense, $11$4 million of higher non-operatingother income,expense, and lower income tax expense of $25 million as discussed above. These increases were partially offset by $51 million of decreased gross profit.net.

Management provides non-GAAP financial information, including EBITDA and Adjusted EBITDA,information to supplement the understanding of our business operations and performance, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the most directly comparable GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be comparable to other similarly titled measures used by other companies. Additionally, the non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s operating results as reported under GAAP. We believe that EBITDA and Adjusted EBITDA are important indicators of operating performance and provide useful information for investors.

1.WeWe define “EBITDAEBIT” as our net income calculated in accordance with U.S. GAAP, plus the sum of (i) interest expense net of interest income,income and (ii) tax expense, depreciation and amortization.expense. We define “Adjusted EBITDAEBIT” as EBITDA,EBIT, plus the sum of stock compensation expense,(i) repositioning costs, (ii) foreign exchange (gain) loss on debt net of related hedging (gaingains) loss,losses, (iii) discounting costs on factoring, (iv) gain on sale of equity investment, (v) acquisition and divestiture expenses, (vi) other non-operating income, (vii) capital structure transformation expenses, (viii) debt refinancing and redemption costs, netand reorganization items and(ix) loss on extinguishment of debt (if any); and 2.certain adjustment items, while periodically affecting our results, may vary significantly from period to period and have disproportionate effect in a given period, which affects the comparability of our results..

EBITDAEBIT and Adjusted EBITDAEBIT (non-GAAP)

The following MD&A is intended to help you understand the results of operations and financial condition of Garrett Motion Inc. for the three and six months ended MarchJune 31,30, 2026.

During the firstsecond quarter of 2026, we outperformed the light vehicle industry and saw growth across all verticals. This was primarily driven by growth in diesel andincreased gasoline volumes from new program launches, increased commercial vehiclestrong demand in alllight keycommercial regions,vehicle as well as continued industrial strength.growth. Aftermarket growth further contributed to a favorable product mix. We continueddelivered tostrong deliveroperating productivityperformance year-over-yearyear-over-year, acrossresulting both variable and fixed costs; however, these benefits were offset by the timing of foreign exchange pass-through. Our financial results were also impacted by the timing of customer recoveries. As a result,in Net income for the quarter wasof $95$101 million,million and Adjusted EBIT(1) wasof $151$152 million. As the broader macroeconomic and geopolitical conditions evolve, we continue to actively monitor developments and their potential impacts on the industry and our operations.

We continue to have success across our differentiated technologies by winning business in both turbo and zero emission offerings. We secured light vehicle turbo, commercial vehicle and industrial awards across multiple regions, including turbo technology for data centers. We have also received favorable feedback from mobility and industrial customers related to expected efficiency gains from our E-Cooling oil-free compressor over existing recognized technologies. We also kicked off pre-development of a commercial vehicle E-powertrain with a Japanese truck maker.

For the three months ended MarchJune 31,30, 2026, we repurchased $87$28 million of Common Stock under our share repurchase program. These repurchases include a total of 2,500,000 shares from funds affiliated with Oaktree Capital Management, L.P., a related party, for $50 million. As of MarchJune 31,30, 2026, we had $163$135 million of the authorized amount remaining under our share repurchase program. The repurchased shares are held as treasury stock.

The following tables show our revenues by geographic region and product line for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively.

Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026

Net Sales for the Three Months Ended MarchJune 31,30, 2026

For the three months ended MarchJune 31,30, 2026, net sales compared to the prior period increased by $107$63 million or 12%7% (including a favorable impact of $58$15 million or 6%2% due to foreign currency translation primarily driven by higher Euro-to-U.S. dollar exchange ratesfluctuation). The increase was primarily related to higher demand across all verticals, favorable foreign currency impacts and favorable product mix partially offset by price net of inflation pass-through.pass-through, Netand salesforeign alsocurrency increasedimpacts, partially offset by $5lower million driven bycustomer recoveries on import tariffs.

Gasoline product sales increased by $40$18 million or 10%5% (including a favorable impact of $27$7 million or 7%2% due to foreign currency translation), primarily driven by new application launches and program ramp-ups in Europe.Europe, India, and South America.

Diesel product sales increased by $24$18 million or 12%8% (including a favorable impact of $18$6 million or 9%2% due to foreign currency translation), primarily driven by strong demand for light commercial vehicles and pickup trucks in NorthEurope, Asia, and South America, Brazil, Southeast Asia and applicationprogram launchesramp-ups in India.

Commercial vehicles/industrialvehicle and Industrial sales increased by $26$18 million or 17%10% (includingwith a favorableno impact of $6 million or 4% due tofrom foreign currency translation), primarily driven by growthvolume recovery in allChina key regions as well asand continued industrial growth.growth in China and North America stationary power generation ("Gensets") for data centers.

Aftermarket sales increased by $16$8 million or 16%8% (including a favorable impact of $6$2 million or 6%1% due to foreign currency translation), primarily drivendue byto stronger demand for commercial vehiclereplacement parts in allEurope, keyChina, regions.and Australia, partially offset by softer demand for off-highway replacement parts in North America.

Cost of Goods Sold and Gross Profit for the Three Months Ended MarchJune 31,30, 2026

For the three months ended MarchJune 31,30, 2026, grosscost profitof goods sold increased by $17$32 million, primarily driven by $19$35 million from higher sales volumes, $18 million of unfavorable mix, $15 million from foreign currency impacts, $7and $8 million of lower RD&E costs, $4 million of favorable product mix and $2 million from commodity, transportationtransportation, and energy deflation.inflation. These increases were partially offset by $21$24 million of lower productivity net of labor deflationinflation and repositioning costs, $11$16 million of pricing,lower netimport tariffs, and $4 million of inflationlower pass-throughRD&E and $1 million from import tariffs.costs.

Selling, general and administrative (“SG&A”) expenses for the three months ended MarchJune 31,30, 2026,2026 decreasedincreased by $1$4 million compared with the prior period, primarily driven by $3 million of lowerhigher professionalpersonnel services, $2 million of bad debt recoverycosts and $1 million of lower personnel costs, partially offset by $5$2 million of unfavorable foreign currency impacts.impact, partially offset by $1 million of lower bad debt expense.

Other expense, net for the threesix months ended MarchJune 31,30, 2026 decreased by $6 million compared to the prior period, primarily driven by $6 million in professional fees incurred in the prior year related to our Restatement Agreement.

For the three months ended MarchJune 31,30, 2026, interest expense decreased by $2$1 million compared to the prior period. This decrease was primarily due to $3 million in lower interest expense due to a different notional amount of debt outstanding during the period. In addition, we recorded net gains of $2 million on our interest derivatives in the current year, in comparison to net gains of $4 million in the prior year.

For the three months ended MarchJune 31,30, 2026, we had non-operating income of $8$2 million versus $1$6 million in the prior period. The increasedecrease in non-operating income was primarily driven by thea resolutiondecrease of certain environmental liabilities andin foreign exchange transactional gains.

The effective tax rates for the three months ended MarchJune 31,30, 2026 and 2025 were 19.5%19.8% and 27.1%,14.7%, respectively. The effective tax rates for the six months ended June 30, 2026 and 2025 were 19.7% and 20.3%, respectively.

The change in the effective tax rate for the three and six months ended MarchJune 31,30, 2026,2026 compared to the prior period is primarily related to a decrease in U.S. taxes on international operations,operations during 2026, the global mix of earnings,earnings from year-to-year, a one-time benefit related to the revaluation of deferred tax assets in China during 2025, and deductions related to employee share-based compensation.compensation during 2026.

The effective tax rate can vary from quarter to quarter due to changes in the Company’s global mix of earnings, the resolution of income tax audits, changes in tax laws (including updated guidance on U.S. tax reform), deductions related to employee share-based payments,compensation, internal restructurings, and pension mark-to-market adjustments.

Net income for the three months ended MarchJune 31,30, 2026,2026 increased by $33$14 million compared with the prior period, primarily due to $17$31 million of higher gross profit, $7 million of higher non-operating income, $6 million of lower other expense, net, $2 million of lower interest expenseprofit and $1 million of lower interest expense, partially offset by $10 million of higher tax expense, $4 million of lower non-operating income, and $4 million of higher SG&A expense.

We define “EBIT” as our net income calculated in accordance with U.S. GAAP, plus the sum of (i) interest expense net of interest income and (ii) tax expense. We define “Adjusted EBIT” as EBIT, plus the sum of (i) repositioning costs, (ii) foreign exchange (gain) loss on debt net of related hedging (gains) losses, (iii) discounting costs on factoring, (iv) gain on sale of equity investment, (v) acquisition and divestiture expenses, (vi) other non-operating income, and (vii) debt refinancing and redemption costs, if any.

(1)Reflects interest income of $1$0 million and $0$2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $0 million and $2 million for the six months ended June 30, 2026 and 2025, respectively.

(3)Reflects the non-service component of net periodic pension income and, for the threesix months ended MarchJune 31,30, 2026, also includes $5 million related to the resolution of certain environmental liabilities not directly related to the Company's operations.

(4)Reflects third-party costs directly attributable to the refinancing of our credit facilities and any amendments.amendments thereto.

Adjusted EBIT for the Three Months Ended MarchJune 31,30, 2026

For the three months ended MarchJune 31,30, 2026, net income increased by $33$14 million versus the prior period as discussed above within Results of Operations for Three and Six Months Ended MarchJune 31,30, 2026.

During the three months ended MarchJune 31,30, 2026, we saw volume growth across all verticals. Gasoline growth was driven by new application launches and program ramp-ups in Europe.Europe, India, and South America. Diesel growth was due to strong demand for light commercial vehicles and pickup trucks in NorthEurope, Asia and South America, Southeast Asia and applicationprogram launchesramp-ups in India. Commercial vehicles/industrialvehicle and industrials growth was driven by strong on-highway demand in China following launches and North America Gensets for commercialdata vehicles in all key regions, as well as continued industrial growth.centers. Aftermarket volumes also increased acrossin allEurope, regionsChina, forand commercial vehicle parts,Australia, resulting in a favorable product mix.

The increasedstrong operational productivity from our ability to flex our variable cost structure while driving sustained fixed cost productivity was more thanpartially offset by year-over-year labor inflation,inflation and higher stock based compensation and the timing of our productivity actions. Our overall financial results for the three months ended March 31, 2026 were also impacted by the timing of customer recoveries.compensation.

GainsLosses in foreign currency from translational, transactional, and hedging effects infor the three months ended MarchJune 31,30, 2026,2026 were primarily driven by a higherstrong Chinese Yuan-to-U.S.Yuan dollarand versusJapanese theYen, priorpartially period,offset accountedby gains from our derivatives for a $13$5 million increasedecrease in Adjusted EBIT.

During the threesix months ended MarchJune 31,30, 2026, we paid cash dividends of $16$31 million. On AprilJuly 30,29, 2026, we declared a cash dividend of $0.08 per share of Common Stock, payable on JuneSeptember 15, 2026, to shareholders of record as of JuneSeptember 1, 2026.