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Goodyear (GT) CEO Mark Wynn converts 355,537 units and has 163,903 shares withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GOODYEAR TIRE & RUBBER CO /OH/ CEO & President Mark Wynn reported equity compensation activity involving performance share units. He exercised 355,537 2022 Plan Performance Share Units, which converted into the same number of shares of common stock, representing the conversion of 84% of the base number of Units granted, payable entirely in stock.

To cover withholding taxes, 163,903 shares of common stock were withheld by the company rather than sold on the open market. After these transactions, Wynn directly holds 746,646 shares of common stock, indicating a net increase in his direct equity position from this vesting and tax-withholding event.

Positive

  • None.

Negative

  • None.
Insider Stewart Mark Wynn
Role CEO & President
Type Security Shares Price Value
Exercise 2022 Plan Performance Share Units 355,537 $0.00 --
Exercise Common Stock 355,537 $0.00 --
Tax Withholding Common Stock 163,903 $5.64 $924K
Holdings After Transaction: 2022 Plan Performance Share Units — 0 shares (Direct, null); Common Stock — 910,549 shares (Direct, null)
Footnotes (1)
  1. Shares of common stock withheld by the issuer for the payment of withholding taxes. This Form 4 reports the conversion of 84% of the base number of Units granted, payable 100% in common stock.
Units exercised 355,537 units 2022 Plan Performance Share Units converted into common stock
Shares from conversion 355,537 shares Common stock received upon derivative exercise
Tax-withholding shares 163,903 shares Common stock withheld by issuer for withholding taxes
Post-transaction holdings 746,646 shares Common stock directly held after tax-withholding event
Shares after exercise step 910,549 shares Common stock reported following the exercise transaction
Withholding valuation price $5.64 per share Price per share used for tax-withholding disposition
Base units converted 84% of base units Portion of base number of units reported as converted
Performance Share Units financial
"2022 Plan Performance Share Units converted into common stock"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
tax-withholding disposition financial
"classified as a tax-withholding disposition to pay withholding taxes"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"reported as a derivative exercise/conversion of performance share units"
withholding taxes financial
"shares of common stock withheld by the issuer for the payment of withholding taxes"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Stewart Mark Wynn
(Last)(First)(Middle)
200 INNOVATION WAY
(Street)
AKRON OHIO 44316
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GOODYEAR TIRE & RUBBER CO /OH/ [ GT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026M355,537A$0910,549D
Common Stock05/15/2026F(1)163,903D$5.64746,646D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2022 Plan Performance Share Units(2)(2)05/15/2026M355,537 (2) (2)Common Stock355,537$00D
Explanation of Responses:
1. Shares of common stock withheld by the issuer for the payment of withholding taxes.
2. This Form 4 reports the conversion of 84% of the base number of Units granted, payable 100% in common stock.
Remarks:
/s/ Daniel T Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Mark W. Stewart pursuant to a Power of Attorney dated 1/22/24, a copy of which has been previously filed with the SEC.05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did GOODYEAR (GT) CEO Mark Wynn report?

Mark Wynn reported exercising 355,537 performance share units into common stock and a related tax-withholding disposition of 163,903 shares. These actions reflect equity compensation vesting rather than open-market buying or selling activity.

How many GOODYEAR (GT) shares did Mark Wynn acquire through equity awards?

He acquired 355,537 shares of GOODYEAR common stock through the conversion of 2022 Plan Performance Share Units. A footnote states this reflects 84% of the base number of units granted, payable entirely in common stock under the plan.

Why were 163,903 GOODYEAR (GT) shares disposed of in Mark Wynn’s Form 4?

The 163,903 shares were withheld by GOODYEAR to pay withholding taxes, not sold on the market. The filing classifies this as a tax-withholding disposition, a common mechanism when stock-based awards vest and generate taxable income.

What is Mark Wynn’s GOODYEAR (GT) common stock holding after these transactions?

Following the reported equity award exercise and tax withholding, Mark Wynn directly holds 746,646 shares of GOODYEAR common stock. This figure comes from the post-transaction ownership reported in the Form 4’s non-derivative holdings table.

What are 2022 Plan Performance Share Units at GOODYEAR (GT)?

The 2022 Plan Performance Share Units are equity awards that convert into GOODYEAR common stock when conditions are met. In this filing, 355,537 units converted into shares, representing 84% of the base number of units granted and paid entirely in stock.

Did Mark Wynn’s Form 4 show open-market buying or selling of GOODYEAR (GT) stock?

The Form 4 shows an exercise of performance share units and shares withheld for taxes, but no open-market purchases or sales. The tax-withholding disposition and derivative exercise are compensation-related, not discretionary trading in the open market.