Goodyear (GT) grants 2022 plan performance and restricted units to CFO

Rhea-AI Filing Summary

Goodyear Tire & Rubber reported that EVP & Chief Financial Officer Christina L. Zamarro acquired equity awards under the 2022 Performance Plan. She received 174,311 Performance Share Units, which are contingently payable 100% in common stock in February 2029 based on performance over a three-year period ending December 31, 2028, with the final payout ranging from 0% to 200% of the reported units and subject to a further ±20% adjustment tied to the company’s total shareholder return versus a peer group over the same period. She also received 130,733 Restricted Stock Units, which 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^*

Zamarro Christina L

(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)
	EVP & Chief Financial 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		174,311		(1)	(1)	Common Stock	174,311	$0	174,311	D
2022 Plan Restricted Stock Units(2)	(2)	02/23/2026		A		130,733		(2)	(2)	Common Stock	130,733	$0	130,733	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 Christina L. Zamarro pursuant to a Power of Attorney dated 12/20/22, a copy of which has been previously filed with the SEC.	02/25/2026
	** 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 did Goodyear (GT) disclose about Christina L. Zamarro in this Form 4?

Goodyear disclosed that EVP & Chief Financial Officer Christina L. Zamarro received equity-based compensation awards. These include Performance Share Units and Restricted Stock Units granted under the 2022 Performance Plan, increasing her direct equity-linked interests in Goodyear common stock subject to multi-year performance and service-based conditions.

How many Performance Share Units did Goodyear (GT) grant to its CFO?

Goodyear granted 174,311 Performance Share Units to its CFO under the 2022 Performance Plan. These units are contingently payable in February 2029, with the actual number of shares earned depending on performance goals and total shareholder return comparisons over a three-year period ending December 31, 2028.

What conditions apply to the Performance Share Units granted by Goodyear (GT)?

The 174,311 Performance Share Units are payable 100% in common stock in February 2029 if earned. Payout can range from 0% to 200% of reported units, further adjusted up or down by up to 20% based on relative total shareholder return through December 31, 2028.

What Restricted Stock Units did Goodyear (GT) award to its CFO?

Goodyear awarded 130,733 Restricted Stock Units to the CFO under the 2022 Performance Plan. These RSUs will vest and convert into shares of common stock in 33% increments over three years, with vesting commencing on March 1, 2027, reflecting service-based vesting conditions.

Are the new Goodyear (GT) equity awards to the CFO open-market share purchases?

No, the awards are grants, not open-market purchases. The Form 4 shows Performance Share Units and Restricted Stock Units granted at a price of $0.0000 per unit, representing compensation awards under Goodyear’s 2022 Performance Plan, subject to vesting and performance conditions.

When could Goodyear (GT) Performance Share Units for the CFO convert into stock?

The Performance Share Units are described as contingently payable in February 2029 in shares of Goodyear common stock. Actual shares delivered will depend on achieving performance goals and relative total shareholder return over the three-year measurement period ending December 31, 2028.