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Goodyear (NASDAQ: GT) sells $1.05B notes to refinance 2027 debt

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Goodyear Tire & Rubber Company is issuing $1.05 billion of senior notes due 2032. The unsecured notes are priced at 100% of principal and carry an 8.875% annual interest rate, with interest payable each January 15 and July 15, starting January 15, 2027. The notes mature on July 15, 2032 and are guaranteed by certain U.S. and Canadian subsidiaries.

Goodyear plans to use the net proceeds mainly to repay, redeem or repurchase its outstanding 4.875% and 7.625% senior notes due 2027, which totaled $700 million and $117 million in principal as of March 31, 2026, with any remainder for general corporate purposes.

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Insights

Goodyear refinances 2027 debt with higher‑coupon 2032 notes.

Goodyear is issuing $1.05 billion in senior unsecured notes due 2032 at an 8.875% coupon. The company intends to use proceeds to address its 2027 maturities of 4.875% and 7.625% notes, totaling $817 million as of March 31, 2026.

This extends the company’s debt maturity profile but at a higher stated interest rate, which may increase ongoing interest expense relative to the 4.875% notes. The notes rank equally with other senior unsecured debt and include covenants on liens, sale/leasebacks and major corporate transactions, plus change‑of‑control repurchase protection at 101% of principal.

The ability to redeem the notes at a make whole premium before July 15, 2029, and at specified prices thereafter, gives Goodyear optionality if future funding conditions improve. Actual impact on leverage and interest coverage will depend on execution of the planned redemptions and future operating performance, as detailed in subsequent reports.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New senior notes amount $1.05 billion aggregate principal Senior notes due 2032 issuance
Coupon rate 8.875% per annum Interest rate on 2032 senior notes
Maturity date July 15, 2032 Final maturity of new notes
Interest payment dates January 15 and July 15 Semiannual payments beginning January 15, 2027
4.875% Notes outstanding $700 million principal As of March 31, 2026, to be addressed with proceeds
7.625% Notes outstanding $117 million principal As of March 31, 2026, to be addressed with proceeds
Change of control offer price 101% of principal Repurchase price upon change of control triggering event
Senior Notes financial
"issuance and sale by the Company of $1,050,000,000 in aggregate principal amount of its 8.875% Senior Notes due 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Notes will be issued pursuant to the Indenture, dated as of August 13, 2010"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make whole premium financial
"Prior to July 15, 2029, the Company may redeem the Notes... at a price equal to 100% of the principal amount thereof plus a make whole premium"
A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.
change of control triggering event financial
"if the Company experiences a change of control triggering event... the Company will be required to make an offer to purchase the Notes"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
shelf registration statement regulatory
"registered the offering and sale of the Notes... pursuant to a shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
investment grade rating financial
"if the Notes of a series are assigned an investment grade rating by at least two of Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Ratings, Inc."
An investment grade rating is a score assigned by a credit-rating agency indicating that a bond issuer or debt is considered reasonably safe and likely to repay its obligations. Investors treat it like a safety label—similar to a product receiving a good quality seal—because higher ratings mean lower risk of default, usually lower borrowing costs for the issuer, and greater appeal to conservative investors and large funds.
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GOODYEAR TIRE & RUBBER CO /OH/ false 0000042582 0000042582 2026-06-01 2026-06-01
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): (June 1, 2026)

 

 

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   1-1927   34-0253240

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

200 Innovation Way,  
Akron, Ohio   44316-0001
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 330-796-2121

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol

  

Name of each exchange

on which registered

Common Stock, without par value   GT   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01. Other Events.

On June 1, 2026, The Goodyear Tire & Rubber Company (the “Company”) entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriting Agreement”), for the issuance and sale by the Company of $1,050,000,000 in aggregate principal amount of its 8.875% Senior Notes due 2032 (the “Notes”). The Notes will be guaranteed, jointly and severally, on an unsecured basis, by the Company’s wholly-owned U.S. and Canadian subsidiaries that also guarantee the Company’s obligations under certain of its senior secured credit facilities and senior unsecured notes (the “Subsidiary Guarantors”). The Company registered the offering and sale of the Notes under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-287633). A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K.

The offering of the Notes is expected to close on June 4, 2026. The Notes will be issued pursuant to the Indenture, dated as of August 13, 2010 (the “Base Indenture”), among the Company, the Subsidiary Guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as Trustee (the “Trustee”), as supplemented by the Thirteenth Supplemental Indenture, dated as of June 4, 2026 (the “Supplemental Indenture”), among the Company, the Subsidiary Guarantors and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”). The Indenture will provide, among other things, that the Notes will be senior unsecured obligations of the Company and will rank equally with all of the Company’s other senior unsecured and unsubordinated debt.

Interest will be payable on the Notes on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes will mature on July 15, 2032. The Company has the option to redeem the Notes, in whole or in part, at any time on or after July 15, 2029. Prior to July 15, 2029, the Company may redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus a make whole premium. In addition, prior to July 15, 2029, the Company may redeem up to 35% of the aggregate principal amount of the Notes from the net cash proceeds of certain equity offerings. The redemption prices will be set forth in the Supplemental Indenture and the Notes.

The terms of the Indenture, among other things, will limit the ability of the Company and certain of its subsidiaries to (i) incur certain liens, (ii) enter into certain sale/leaseback transactions and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants will be subject to a number of important exceptions and qualifications set forth in the Supplemental Indenture. Also, if the Notes of a series are assigned an investment grade rating by at least two of Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Ratings, Inc., and no default has occurred and is continuing, the Company may elect to suspend the guarantees with respect to such Notes.

The Indenture will provide for customary events of default that will include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest, breach of certain covenants or other agreements in the Indenture, defaults in or failure to pay certain other indebtedness or certain judgments and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 25% in principal amount of the then-outstanding Notes may declare the principal of and the accrued but unpaid interest on all of the Notes to be due and payable. In addition, if the Company experiences a change of control triggering event (as defined in the Supplemental Indenture), the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of purchase.

A copy of the Base Indenture was originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2010. A copy of the Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K. The descriptions of the material terms of the Indenture and the Notes are qualified in their entirety by reference to such exhibits.

A press release dated June 1, 2026 announcing the pricing of the offering of the Notes is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

1.1*    Underwriting Agreement, dated as of June 1, 2026, among the Company, the Subsidiary Guarantors and J.P. Morgan Securities LLC, as representative of the several underwriters named therein.
4.1    Indenture, dated as of August 13, 2010, among the Company, the Subsidiary Guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2010).
4.2*    Thirteenth Supplemental Indenture, dated as of June 4, 2026, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as Trustee.
4.3*    Form of global note for 8.875% Senior Notes due 2032 (set forth as Exhibit 1 to the Thirteenth Supplemental Indenture attached as Exhibit 4.2 hereto).
5.1*    Opinion of Covington & Burling LLP.
5.2*    Opinion of Daniel T. Young.
5.3*    Opinion of Squire Patton Boggs (US) LLP.
5.4*    Opinion of Dinsmore & Shohl LLP as to matters of Indiana law.
5.5*    Opinion of Dinsmore & Shohl LLP as to matters of Kentucky law.
5.6*    Opinion of Gowling WLG (Canada) LLP.
23.1*    Consent of Covington & Burling LLP (included in Exhibit 5.1).
23.2*    Consent of Daniel T. Young (included in Exhibit 5.2).
23.3*    Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.3).
23.4*    Consent of Dinsmore & Shohl LLP (included in Exhibit 5.4).

23.5*    Consent of Dinsmore & Shohl LLP (included in Exhibit 5.5).
23.6*    Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.6).
99.1*    Press Release, dated June 1, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THE GOODYEAR TIRE & RUBBER COMPANY
Dated: June 4, 2026     By:  

/s/ Daniel T. Young

    Name:   Daniel T. Young
    Title:   Secretary

Exhibit 99.1

Newsroom News

Goodyear Announces Pricing of $1.05 Billion of Senior Notes

AKRON, Ohio, June 1, 2026 /PRNewswire/ — The Goodyear Tire & Rubber Company (NASDAQ: GT) (“Goodyear” or the “company”) today announced that it has priced its offering of $1.05 billion aggregate principal amount of senior notes due 2032 (the “notes”). The notes will be senior unsecured obligations of the company.

The notes will be offered to the public at a price of 100% of their principal amount and will bear interest at a rate of 8.875% per annum. Goodyear expects the offering to close on June 4, 2026, subject to customary closing conditions.

Goodyear intends to use the net proceeds from this offering to repay, redeem or repurchase its outstanding 4.875% Senior Notes due 2027 (the “4.875% Notes”) and its outstanding 7.625% Senior Notes due 2027 (the “7.625% Notes,” and, together with the 4.875% Notes, the “2027 Notes”) at or prior to their respective maturity on March 15, 2027. Any remaining net proceeds will be used for general corporate purposes. As of March 31, 2026, there was $700 million in aggregate principal amount of the 4.875% Notes outstanding and $117 million in aggregate principal amount of 7.625% Notes outstanding. Pending the repayment, redemption or repurchase of the 2027 Notes, Goodyear intends to temporarily apply a portion of the net proceeds from this offering to repay outstanding balances under its first lien revolving credit facility, its European revolving credit facility, its Mexican credit facility and certain other smaller facilities.

J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., MUFG Securities Americas Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and PNC Capital Markets LLC are acting as the joint book-running managers, and Capital One Securities, Inc., CIBC Capital Markets, Santander US Capital Markets LLC, Citizens JMP Securities, LLC, HSBC Securities (USA) Inc., Huntington Securities, Inc., KeyBanc Capital Markets Inc., U.S. Bancorp Investments, Inc., Regions Securities LLC and Standard Chartered Bank are acting as the co-managers for the offering.

The offering will be made under an effective shelf registration statement that was filed with the U.S. Securities and Exchange Commission on May 29, 2025. The offering of the notes may be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from:

 

J.P. Morgan Securities LLC    The Goodyear Tire & Rubber Company
Attn: J.P. Morgan Syndicate Desk    Investor Relations Department
270 Park Avenue    200 Innovation Way
New York, New York 10017    Akron, OH 44316
Telephone: 1-212-834-4533    Telephone: 330-796-3751

This news release shall not constitute a notice of redemption with respect to the 4.875% Notes. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About The Goodyear Tire & Rubber Company

Goodyear is one of the world’s largest tire companies. It employs about 63,000 people and manufactures its products in 49 facilities in 19 countries around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg, strive to develop state-of-the-art products and services that set the technology and performance standard for the industry.

Certain information contained in this news release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. There are a variety of factors, many of which are beyond our control, that affect our operations, performance, business strategy and results and could cause our actual results and experience to differ materially from the assumptions, expectations and objectives expressed in any forward-looking statements. These factors include, but are not limited to: our ability to implement successfully our strategic initiatives; our ongoing obligations to the purchasers of our off-the-road tire business, the Dunlop brand and our polymer chemicals business; actions and initiatives taken by both current and potential competitors; increases in the prices paid for raw materials and energy; inflationary cost pressures; changes in tariffs, trade agreements or trade restrictions; uncertainty regarding the timing and amount of any IEEPA tariff refund; delays or disruptions in our supply chain or the provision of services to us; a prolonged economic downturn or period of economic uncertainty; deteriorating economic conditions or an inability to access capital markets; a labor strike, work stoppage, labor shortage or other similar event; financial difficulties, work stoppages, labor shortages or supply disruptions at our suppliers or customers; the adequacy of our capital expenditures; foreign currency translation and transaction risks; our failure to comply with a material covenant in our debt obligations; potential adverse consequences of litigation involving the company; economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and in the Middle East; as well as the effects of more general factors such as changes in general market, economic or political conditions or in legislation, regulation or public policy. Additional factors are discussed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

 

MEDIA CONTACT:    INVESTOR RELATIONS CONTACT:
KELLY MCGLUMPHY    RYAN REED
KELLY_MCGLUMPHY@GOODYEAR.COM    RYAN_REED@GOODYEAR.COM

SOURCE The Goodyear Tire & Rubber Company

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt is Goodyear (GT) issuing in this 8-K?

Goodyear is issuing $1.05 billion of senior unsecured notes due 2032. The notes carry an 8.875% coupon and are guaranteed by specified U.S. and Canadian subsidiaries that already guarantee certain of Goodyear’s existing credit facilities and senior unsecured notes.

What is the interest rate and maturity of Goodyear’s new 2032 notes?

The new notes bear interest at 8.875% per year and mature on July 15, 2032. Interest is payable semiannually on January 15 and July 15, beginning January 15, 2027, providing investors with regular cash interest payments over the life of the notes.

How will Goodyear (GT) use the $1.05 billion notes proceeds?

Goodyear intends to use net proceeds to repay, redeem or repurchase its 4.875% and 7.625% senior notes due 2027. As of March 31, 2026, $700 million of 4.875% notes and $117 million of 7.625% notes were outstanding, with any remaining funds for general corporate purposes.

What redemption options does Goodyear have on the 2032 senior notes?

Goodyear may redeem the notes at any time on or after July 15, 2029, in whole or in part, at specified prices. Before that date, it can redeem at 100% of principal plus a make whole premium, and redeem up to 35% using net cash from certain equity offerings.

What protections do investors have in Goodyear’s new notes if control changes?

If a defined change of control triggering event occurs, Goodyear must offer to purchase the notes at 101% of principal plus accrued interest. The indenture also includes customary events of default and covenants limiting certain liens, sale/leasebacks and major asset transactions.

How does the 8-K describe Goodyear’s temporary use of offering proceeds?

Pending repayment, redemption or repurchase of the 2027 notes, Goodyear plans to temporarily apply a portion of net proceeds to repay balances under its first lien revolving credit facility, European revolving credit facility, Mexican credit facility and certain other smaller facilities.

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