Goodyear (GT) awards performance and RSU grants to HR chief

Rhea-AI Filing Summary

Goodyear Tire & Rubber reported that Senior VP & Chief HR Officer Nicole Gray received new equity awards under the 2022 Performance Plan. She was granted 59,633 Performance Share Units that are contingently payable in common stock in February 2029, based on performance over a three-year period ending December 31, 2028, with the payout ranging from 0% to 200% of the reported units and subject to an additional ±20% adjustment tied to total shareholder return versus a peer group. She also received 44,724 Restricted Stock Units that will vest and convert into common shares in three 33% installments starting 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^*

Gray Nicole

(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)
	Senior VP & Chief HR Officer

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		59,633		(1)	(1)	Common Stock	59,633	$0	59,633	D
2022 Plan Restricted Stock Units(2)	(2)	02/23/2026		A		44,724		(2)	(2)	Common Stock	44,724	$0	44,724	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 Nicole Gray pursuant to a Power of Attorney dated 6/19/24, 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 equity awards did Nicole Gray receive from GOODYEAR TIRE & RUBBER CO (GT)?

Nicole Gray received 59,633 Performance Share Units and 44,724 Restricted Stock Units under Goodyear’s 2022 Performance Plan. These awards are settled in common stock, subject to multi-year performance conditions and time-based vesting schedules defined in the plan.

How do the Performance Share Units for GT’s Nicole Gray vest and pay out?

The 59,633 Performance Share Units are contingently payable 100% in Goodyear common stock in February 2029. The actual number paid can be 0% to 200% of this amount, based on performance over a three-year period ending December 31, 2028 and a relative shareholder return adjustment.

What performance factors affect Nicole Gray’s Goodyear Performance Share Units?

The Performance Share Units depend on achieving certain performance goals over a three-year period ending December 31, 2028. The payout can be further increased or decreased by up to 20% based on Goodyear’s total shareholder return versus a defined peer group over that same period.

When will Nicole Gray’s Goodyear Restricted Stock Units vest?

The 44,724 Restricted Stock Units will vest and convert into Goodyear common shares in 33% increments over three years. Vesting begins on March 1, 2027, with additional equal installments in subsequent years, subject to the terms of the 2022 Performance Plan.

What role does Nicole Gray hold at GOODYEAR TIRE & RUBBER CO (GT)?

Nicole Gray serves as Senior Vice President and Chief Human Resources Officer at Goodyear. The Form 4 shows her receiving Performance Share Units and Restricted Stock Units as part of the company’s 2022 Performance Plan for senior leadership compensation.

Are Nicole Gray’s new Goodyear equity awards direct or indirect holdings?

Both the Performance Share Units and Restricted Stock Units are reported as directly held by Nicole Gray. The Form 4 lists the ownership type for these derivative securities as direct, with no separate entity or indirect ownership structure disclosed in the filing.