Goodyear (GT) director Norma Clayton receives 25,605 deferred RSUs as equity pay

Rhea-AI Filing Summary

CLAYTON NORMA reported acquisition or exercise transactions in this Form 4 filing.

Goodyear Tire & Rubber Company director Norma Clayton received an equity grant of 25,605 Restricted Stock Units (RSUs) as board compensation. Each RSU is equivalent to one share of common stock and was valued at $7.03 per unit on the grant date.

The RSUs were awarded under Goodyear’s Outside Directors' Equity Participation Plan and credited to her Restricted Stock Unit Deferral Account. These RSUs will be settled in common stock on the fifth business day of the calendar quarter following the quarter in which she separates from board service. After this grant, her deferred equity accounts reflect a total of 112,221 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CLAYTON NORMA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	25,605	$7.03	$180K

Holdings After Transaction: Restricted Stock Units — 112,221 shares (Direct)

Footnotes (1)

1. Restricted Stock Units ("RSU"), each equivalent to a share of the Common Stock of the Company and payable only in Common Stock, awarded pursuant to the Company's Outside Directors' Equity Participation Plan, as amended (the "Plan"), and accrued to the Restricted Stock Unit Deferral Account of the reporting person in accordance with the 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 units accrued to the deferred equity accounts of the reporting person as of the date of this statement.

Key Figures

RSUs granted: 25,605 units Grant valuation price: $7.03 per unit Total deferred RSUs after grant: 112,221 units

3 metrics

RSUs granted 25,605 units Restricted Stock Units awarded on transaction date

Grant valuation price $7.03 per unit Fair market value (closing price) on transaction date

Total deferred RSUs after grant 112,221 units Total units in deferred equity accounts as of this filing

Key Terms

Restricted Stock Units, Outside Directors' Equity Participation Plan, Restricted Stock Unit Deferral Account, fair market value

4 terms

Restricted Stock Units financial

"Restricted Stock Units ("RSU"), each equivalent to a share of the Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Outside Directors' Equity Participation Plan financial

"awarded pursuant to the Company's Outside Directors' Equity Participation Plan, as amended"

Restricted Stock Unit Deferral Account financial

"accrued to the Restricted Stock Unit Deferral Account of the reporting person"

fair market value financial

"Each RSU was valued at the fair market value (the closing market price)"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

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).

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^*

CLAYTON NORMA

(Last) (First) (Middle)

200 INNOVATION WAY

(Street)

AKRON OHIO 44316

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	04/13/2026		A		25,605		(2)	(2)	Common Stock	25,605	$7.03	112,221(3)	D

Explanation of Responses:

1. Restricted Stock Units ("RSU"), each equivalent to a share of the Common Stock of the Company and payable only in Common Stock, awarded pursuant to the Company's Outside Directors' Equity Participation Plan, as amended (the "Plan"), and accrued to the Restricted Stock Unit Deferral Account of the reporting person in accordance with the 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 units accrued to the deferred equity accounts 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.	04/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Norma Clayton report in the latest Form 4 for GT?

Norma Clayton reported receiving a grant of 25,605 Restricted Stock Units from Goodyear Tire & Rubber. Each RSU equals one common share and represents non-cash director compensation credited to her deferred equity account under the company’s Outside Directors' Equity Participation Plan.

At what value were Norma Clayton’s new Goodyear RSUs recorded?

The new RSUs were recorded at $7.03 per unit, equal to Goodyear’s closing market price on the grant date. This valuation establishes the accounting value of the equity award, though the actual future value will depend on Goodyear’s share price at settlement.

How many Goodyear deferred RSUs does Norma Clayton now hold?

Following this grant, Norma Clayton’s deferred equity accounts reflect a total of 112,221 Restricted Stock Units. Each unit is equivalent to one Goodyear common share and will ultimately be paid in stock after her separation from the company’s board of directors.

When will Norma Clayton’s Goodyear RSUs convert into common stock?

The RSUs will convert into Goodyear common stock on the fifth business day of the calendar quarter following the quarter in which she leaves the board. This delayed settlement structure aligns director compensation with longer-term shareholder outcomes over her board tenure.

Is Norma Clayton’s Form 4 a market purchase or sale of GT shares?

The Form 4 reflects a grant of Restricted Stock Units, not an open-market purchase or sale. These RSUs are equity-based compensation awarded under Goodyear’s director plan and will be settled in shares at a future date after she leaves board service.