Goodyear (GT) awards performance and restricted stock units to SVP

Rhea-AI Filing Summary

Goodyear Tire & Rubber reported that senior vice president Don Metzelaar received equity awards under the 2022 Performance Plan. He was granted 41,284 Performance Share Units that are contingently payable 100% in common stock in February 2029. The final number of shares can range from 0% to 200% of this amount based on performance through December 31, 2028, and may increase or decrease up to 20% depending on total shareholder return versus a peer group over the same period. He also received 30,963 Restricted Stock Units that will vest and convert into common shares in 33% increments over three years commencing on March 1, 2027.

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

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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^*

Metzelaar Don

(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 Global Mfg Supply Chain

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		41,284		(1)	(1)	Common Stock	41,284	$0	41,284	D
2022 Plan Restricted Stock Units(2)	(2)	02/23/2026		A		30,963		(2)	(2)	Common Stock	30,963	$0	30,963	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 Don Metzelaar pursuant to a Power of Attorney dated 1/8/2025, 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.
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FAQ

What insider transactions did Goodyear (GT) disclose for Don Metzelaar?

Goodyear disclosed that Sr VP Don Metzelaar received grants of 41,284 Performance Share Units and 30,963 Restricted Stock Units under its 2022 Performance Plan, both awarded at a price of $0.00 per unit as equity-based compensation.

How do the Performance Share Units granted to Don Metzelaar at Goodyear (GT) work?

The 41,284 Performance Share Units are contingently payable 100% in Goodyear common stock in February 2029. The payout ranges from 0% to 200% based on three-year performance through December 31, 2028, with an additional ±20% adjustment from relative total shareholder return.

When will Don Metzelaar’s Performance Share Units at Goodyear (GT) be settled?

The Performance Share Units granted to Don Metzelaar are scheduled to be paid in Goodyear common stock in February 2029. The exact number of shares issued will depend on performance goals measured through December 31, 2028 and relative total shareholder return.

What are the vesting terms of Don Metzelaar’s Restricted Stock Units at Goodyear (GT)?

The 30,963 Restricted Stock Units will vest and convert into Goodyear common shares in 33% increments over three years. Vesting begins on March 1, 2027, meaning one-third vests each year across the three-year schedule.

Are Don Metzelaar’s Goodyear (GT) equity awards performance-based?

His Performance Share Units are fully performance-based, with payouts from 0% to 200% plus a potential ±20% total shareholder return modifier. The Restricted Stock Units are time-based, vesting in equal 33% increments over three years starting March 1, 2027.

Does the Form 4 indicate any Goodyear (GT) share sales by Don Metzelaar?

No share sales are reported. The Form 4 only shows acquisitions of equity awards: a grant of 41,284 Performance Share Units and 30,963 Restricted Stock Units, both recorded as grant or award acquisitions at a price of $0.00 per unit.