GT Form 4: Norma Clayton adds 5,139 RSUs; total 35,129 owned

Rhea-AI Filing Summary

Norma Clayton, a director of Goodyear Tire & Rubber Co. (GT), reported on Form 4 that 5,139 restricted stock units (RSUs) were credited to her Retainer Deferral Account on 10/01/2025. Each RSU was valued at the closing market price on that date of $7.54. After the transaction, the filing shows 35,129 shares (RSUs) beneficially owned. The RSUs will convert to common shares on the fifth business day of the calendar quarter following the director's separation from board service. The Form 4 was executed by an attorney-in-fact on behalf of Ms. Clayton and dated 10/03/2025.

Positive

• 5,139 RSUs credited to the director under the Outside Director Equity Participation Plan, reflecting continued alignment of director compensation with shareholder outcomes
• RSUs valued at $7.54 each using the closing market price on the transaction date, providing clear price basis

Negative

• 35,129 total RSUs beneficially owned by the director may convert to common stock in future, representing potential future dilution

Insights

Corporate Governance Specialist

Director deferred compensation recorded as RSUs; 5,139 units added.

The filing documents a routine non‑derivative award under the Company’s Outside Director Equity Participation Plan: 5,139 RSUs were accrued to the reporting person’s Retainer Deferral Account on 10/01/2025, each valued at $7.54 on that date.

This structure defers cash/stock compensation until conversion rules are met; the RSUs convert to common stock on the fifth business day of the quarter after a director leaves board service, which affects the timing of actual share issuance but does not immediately dilute outstanding shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CLAYTON NORMA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,139	$7.54	$39K

Holdings After Transaction: Restricted Stock Units — 35,129 shares (Direct)

Footnotes (1)

1. RSUs accrued, pursuant to an election by the reporting person, to the Retainer Deferral Account of the reporting person in accordance with the Company's Outside Director's Equity Participation Plan. Each RSU was valued at the fair market value (the closing market price) on the Transaction Date. Each RSU will be converted to a share of Common Stock on the fifth business day of the calendar quarter following the quarter of the Director's separation from Board service. Total RSUs accrued to the Retainer Deferral Account of the reporting person as of the date of this statement.

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

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).

1. Name and Address of Reporting Person^*

CLAYTON NORMA

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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
Restricted Stock Units(1)	(2)	10/01/2025		A		5,139		(2)	(2)	Common Stock	5,139	$7.54	35,129(3)	D

Explanation of Responses:

1. RSUs accrued, pursuant to an election by the reporting person, to the Retainer Deferral Account of the reporting person in accordance with the Company's Outside Director's Equity Participation Plan.

2. Each RSU was valued at the fair market value (the closing market price) on the Transaction Date. Each RSU will be converted to a share of Common Stock on the fifth business day of the calendar quarter following the quarter of the Director's separation from Board service.

3. Total RSUs accrued to the Retainer Deferral Account of the reporting person as of the date of this statement.

Remarks:

	/s/ Daniel T Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Norma Clayton pursuant to a Power of Attorney dated 11/28/22, a copy of which has been previously filed with the SEC.	10/03/2025
	** 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 did Norma Clayton report on Form 4 for GT?

Norma Clayton reported that 5,139 restricted stock units were credited to her Retainer Deferral Account on 10/01/2025, bringing her total beneficial RSU ownership to 35,129.

What price was used to value the RSUs in the GT Form 4?

Each RSU was valued at the closing market price on the transaction date: $7.54 per RSU.

When will these RSUs convert into GT common stock?

The RSUs will convert to shares on the fifth business day of the calendar quarter following the quarter in which the director separates from Board service.

Does the Form 4 indicate immediate share sales or purchases by the director?

No. The filing records an accrual of RSUs (deferred compensation). There is no immediate open‑market purchase or sale transaction listed.

Who signed the Form 4 on behalf of Norma Clayton?

The Form 4 was executed by Daniel T Young as attorney‑in‑fact under a Power of Attorney and dated 10/03/2025.