Goodyear (GT) awards performance and restricted stock units to tech chief

Rhea-AI Filing Summary

Goodyear Tire & Rubber reported that Sr VP & Chief Technology Officer Christopher P. Helsel received new equity awards under the company’s 2022 Performance Plan. He was granted 55,045 Performance Share Units, which are contingently payable in common stock in February 2029 based on performance over a three-year period ending December 31, 2028. The eventual payout can range from 0% to 200% of the granted units and may be further adjusted up or down by up to 20% depending on Goodyear’s total shareholder return versus a peer group over that same period. Helsel also received 41,284 Restricted Stock Units that will vest and convert into common shares in 33% increments over three years, starting on March 1, 2027.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Helsel Christopher P

Role Sr VP & Chief Tech Ofcr

Type	Security	Shares	Price	Value
Grant/Award	2022 Plan Performance Share Units	55,045	$0.00	--
Grant/Award	2022 Plan Restricted Stock Units	41,284	$0.00	--

Holdings After Transaction: 2022 Plan Performance Share Units — 55,045 shares (Direct); 2022 Plan Restricted Stock Units — 41,284 shares (Direct)

Footnotes (1)

1. Performance Share Unit grant under the 2022 Performance Plan, contingently payable (to the extent earned) 100% in shares of common stock in February 2029. The number of Units paid, which can range from 0% to 200% of the Units reported on this Form 4, depends on the attainment of certain performance goals over a 3-year period ending December 31, 2028, and is subject to increase or decrease of up to 20% based on the Company's total shareholder return vs. a peer group over the 3-year period ending December 31, 2028. Restricted Stock Unit ("RSU") grant under the 2022 Performance Plan. The RSUs will vest and convert into shares of common stock in 33% increments over three years commencing on March 1, 2027.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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

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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^*

Helsel Christopher P

(Last) (First) (Middle)

200 INNOVATION WAY

(Street)

AKRON OH 44316

(City) (State) (Zip)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr VP & Chief Tech Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2022 Plan Performance Share Units(1)	(1)	02/23/2026		A		55,045		(1)	(1)	Common Stock	55,045	$0	55,045	D
2022 Plan Restricted Stock Units(2)	(2)	02/23/2026		A		41,284		(2)	(2)	Common Stock	41,284	$0	41,284	D

Explanation of Responses:

1. Performance Share Unit grant under the 2022 Performance Plan, contingently payable (to the extent earned) 100% in shares of common stock in February 2029. The number of Units paid, which can range from 0% to 200% of the Units reported on this Form 4, depends on the attainment of certain performance goals over a 3-year period ending December 31, 2028, and is subject to increase or decrease of up to 20% based on the Company's total shareholder return vs. a peer group over the 3-year period ending December 31, 2028.

2. Restricted Stock Unit ("RSU") grant under the 2022 Performance Plan. The RSUs will vest and convert into shares of common stock in 33% increments over three years commencing on March 1, 2027.

Remarks:

	/s/ Daniel T. Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Christopher P Helsel pursuant to a Power of Attorney dated 10/7/19, a copy of which has been previously filed with the SEC.	02/25/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What insider equity awards did GT executive Christopher Helsel receive?

Christopher Helsel received a grant of 55,045 Performance Share Units and 41,284 Restricted Stock Units under Goodyear’s 2022 Performance Plan. These awards are equity-based compensation that convert into Goodyear common stock over future performance and time-vesting periods.

How are Christopher Helsel’s Performance Share Units at Goodyear (GT) structured?

Helsel’s 55,045 Performance Share Units are payable in common stock in February 2029. The number of shares earned can range from 0% to 200%, depending on achieving specified performance goals over a three-year period ending December 31, 2028.

What additional adjustment applies to GT’s Performance Share Units for Christopher Helsel?

The number of Performance Share Units ultimately paid to Helsel can be increased or decreased by up to 20% based on Goodyear’s total shareholder return versus a peer group over the three-year period ending December 31, 2028, adding a relative performance component.

When do Christopher Helsel’s Goodyear (GT) Restricted Stock Units vest?

Helsel’s 41,284 Restricted Stock Units vest in 33% increments over three years. Vesting and conversion into Goodyear common stock commence on March 1, 2027, providing a staggered schedule that links continued service to equity ownership over time.

Is Christopher Helsel buying or selling GT shares in this Form 4 filing?

The Form 4 shows equity grants to Christopher Helsel, not open-market buying or selling. He acquired Performance Share Units and Restricted Stock Units as compensation awards under Goodyear’s 2022 Performance Plan, with future conversion into common shares subject to conditions.