How do the 87,155 Performance Share Units for GT’s David Phillips vest and pay out?

The 87,155 Performance Share Units are contingently payable 100% in Goodyear common stock in February 2029. The final number of shares depends on performance from 2026–2028, with payout ranging from 0% to 200%, plus a possible 20% adjustment for relative shareholder return.

What performance factors affect David Phillips’s GT Performance Share Unit payout?

Payout depends on certain performance goals measured over a three-year period ending December 31, 2028. The number of shares can range from 0% to 200% of 87,155 units and may be increased or decreased by up to 20% based on relative total shareholder return.

Goodyear legal chief awarded PSUs and RSUs

Goodyear Tire & Rubber reported equity awards to Sr VP and Chief Legal Officer David Emmitt Phillips under its 2022 Performance Plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Goodyear Tire & Rubber reported equity awards to Sr VP and Chief Legal Officer David Emmitt Phillips under its 2022 Performance Plan. He received 87,155 Performance Share Units that may pay out in February 2029 in common stock, depending on performance over a three-year period ending December 31, 2028, with payout ranging from 0% to 200% and subject to an additional adjustment of up to 20% based on total shareholder return versus a peer group. He also received 65,366 Restricted Stock Units that will vest and convert into common shares in three equal 33% installments over three years starting March 1, 2027.

Insider Trade Summary

Grant/Award: 152,521 shares

Grant/Award 2 txns

Insider Phillips David Emmitt

Role Sr VP and Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	2022 Plan Performance Share Units	87,155	$0.00	$0.00
Grant/Award	2022 Plan Restricted Stock Units	65,366	$0.00	$0.00

Holdings After Transaction: 2022 Plan Performance Share Units — 87,155 contracts (Direct); 2022 Plan Restricted Stock Units — 65,366 contracts (Direct)

Footnotes (2)

F1. 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.
F2. 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.

FAQ

What insider transactions did GT’s David Emmitt Phillips report on this Form 4?

David Emmitt Phillips reported receiving two equity awards under Goodyear’s 2022 Performance Plan. He acquired 87,155 Performance Share Units and 65,366 Restricted Stock Units, both granted at a price of $0.00 per unit as part of his executive compensation.

What are the vesting terms for the 65,366 Restricted Stock Units granted by GT?

The 65,366 Restricted Stock Units vest in three equal 33% installments over three years. Vesting begins on March 1, 2027, with each vested portion converting into shares of Goodyear common stock upon each annual vesting date under the 2022 Performance Plan.

Is the GT Form 4 transaction a stock purchase or option exercise by David Phillips?

The Form 4 reflects grant or award acquisitions, not open-market purchases or option exercises. Both the Performance Share Units and Restricted Stock Units were granted at $0.00 per unit as part of the company’s long-term incentive compensation program.

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

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Accepted by SEC EDGAR 02/25/2026 - 03:19 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^*

Phillips David Emmitt

(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)
	Sr VP and Chief Legal 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)
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)

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⁽¹⁾	⁽¹⁾	02/23/2026		A		87,155		⁽¹⁾	⁽¹⁾	Common Stock	87,155	$0	87,155	D
2022 Plan Restricted Stock Units⁽²⁾	⁽²⁾	02/23/2026		A		65,366		⁽²⁾	⁽²⁾	Common Stock	65,366	$0	65,366	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 David E Phillips 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.
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