Goodyear CFO converts performance units, withholds shares

Q: What are 2022 Plan Performance Share Units in the GT Form 4 for Christina Zamarro?

The 2022 Plan Performance Share Units were performance-based awards that converted into common stock. This Form 4 reports the conversion of 96% of the base number of units granted, resulting in 37,682 common shares payable entirely in Goodyear stock upon vesting.

Goodyear Tire & Rubber EVP and CFO Christina L. Zamarro reported equity-based transactions involving company stock.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Goodyear Tire & Rubber EVP and CFO Christina L. Zamarro reported equity-based transactions involving company stock. On February 2, 2026, 37,682 2022 Plan Performance Share Units converted into the same number of Goodyear common shares at an exercise price of $0, payable entirely in stock.

To cover withholding taxes, 17,710 common shares were withheld by Goodyear at $9.33 per share. After these events, Zamarro directly owned 75,109 Goodyear common shares and had 548 additional shares allocated indirectly through the company’s salaried employees 401(k) plan as of February 2, 2026.

Insider Trade Summary

37,682 shares exercised/converted

Exercise 4 txns

Insider Zamarro Christina L

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	2022 Plan Performance Share Units	37,682	$0.00	$0.00
Exercise	Common Stock	37,682	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	17,710	$9.33	$165K
holding	Common Stock	--	--	--

Holdings After Transaction: 2022 Plan Performance Share Units — 0 contracts (Direct); Common Stock — 75,109 shares (Direct); Common Stock — 548 shares (Indirect, 401(k) Plan)

Footnotes (3)

F1. Shares of common stock withheld by the issuer for the payment of withholding taxes.
F2. Total number of shares of common stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, 401(K) Plan, as of February 2, 2026, as reported by the Plan Trustee.
F3. This Form 4 reports the conversion of 96% of the base number of units granted, payable 100% in common stock.

FAQ

What insider transaction did GT CFO Christina Zamarro report on February 2, 2026?

Christina L. Zamarro reported the conversion of 37,682 2022 Plan Performance Share Units into 37,682 Goodyear common shares at an exercise price of $0. The units were payable 100% in stock, reflecting performance-based equity compensation vesting.

How many Goodyear (GT) shares were withheld for taxes in this Form 4 filing?

Goodyear withheld 17,710 common shares from Christina Zamarro at $9.33 per share to pay withholding taxes. This means the shares did not go to the market but were retained by the issuer specifically to satisfy tax obligations tied to the equity award.

How many Goodyear (GT) shares does CFO Christina Zamarro own after the reported transactions?

Following the February 2, 2026 transactions, Christina Zamarro directly owned 75,109 Goodyear common shares. In addition, 548 shares were allocated to her account indirectly through Goodyear’s Employee Savings Plan for Salaried Employees, the company’s 401(k) plan.

Were any derivative securities left after the GT CFO’s performance units converted?

No derivative securities remained from this grant after conversion. The Form 4 shows that 37,682 performance share units converted into 37,682 common shares at $0 exercise price, leaving zero derivative units beneficially owned following the reported transaction.

How is Christina Zamarro’s 401(k) holding in Goodyear (GT) stock reported?

The Form 4 reports 548 Goodyear common shares allocated to Christina Zamarro’s account in a trust under Goodyear’s Employee Savings Plan for Salaried Employees, the 401(k) plan, as of February 2, 2026. These shares are listed as indirectly owned through the plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 02/04/2026 - 05:55 PM

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

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^*

Zamarro Christina L

(Last)

(First)

(Middle)

200 INNOVATION WAY

(Street)

AKRON

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)
	EVP & Chief Financial Officer

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		M		37,682	A	$0	92,819	D
Common Stock	02/02/2026		F⁽¹⁾		17,710	D	$9.33	75,109	D
Common Stock								548⁽²⁾	I	401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2022 Plan Performance Share Units⁽³⁾	⁽³⁾	02/02/2026		M			37,682	⁽³⁾	⁽³⁾	Common Stock	37,682	$0	0	D

Explanation of Responses:

1. Shares of common stock withheld by the issuer for the payment of withholding taxes.

2. Total number of shares of common stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, 401(K) Plan, as of February 2, 2026, as reported by the Plan Trustee.

3. This Form 4 reports the conversion of 96% 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 Christina L. Zamarro pursuant to a Power of Attorney dated 12/20/22, a copy of which has been previously filed with the SEC.	02/04/2026
	** 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.
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.

Source: View Original Filing on SEC EDGAR