Goodyear (GT) legal chief converts 20,901 units, withholds shares for taxes

Rhea-AI Filing Summary

Goodyear Tire & Rubber’s senior vice president and chief legal officer, David E. Phillips, converted performance share units into common stock and had shares withheld to cover taxes.

On 02/02/2026, 20,901 performance share units from a 2022 plan were exercised at $0 and paid entirely in common stock, raising his direct holdings to 41,797 shares. Also on 02/02/2026, 10,164 common shares were withheld by the company at $9.33 per share for tax obligations, resulting in 31,633 common shares held directly by Phillips after these transactions.

Insider Trade Summary

20,901 shares exercised/converted

Mixed 3 txns

Insider Phillips David Emmitt

Role Sr VP and Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	2022 Plan Performance Share Units	20,901	$0.00	--
Exercise	Common Stock	20,901	$0.00	--
Tax Withholding	Common Stock	10,164	$9.33	$95K

Holdings After Transaction: 2022 Plan Performance Share Units — 0 shares (Direct); Common Stock — 41,797 shares (Direct)

Footnotes (1)

1. Shares of common stock withheld by the issuer for the payment of withholding taxes. This Form 4 reports the conversion of 96% of the base number of units granted, payable 100% in common stock.

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^*

Phillips David Emmitt

(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)
	Sr VP and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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
Common Stock	02/02/2026		M		20,901	A	$0	41,797	D
Common Stock	02/02/2026		F(1)		10,164	D	$9.33	31,633	D

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(2)	(2)	02/02/2026		M			20,901	(2)	(2)	Common Stock	20,901	$0	0	D

Explanation of Responses:

1. Shares of common stock withheld by the issuer for the payment of withholding taxes.

2. This Form 4 reports the conversion of 96% of the base number of units granted, payable 100% in common stock.

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.	02/04/2026
	** 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.

FAQ

What insider transaction did GT executive David E. Phillips report?

David E. Phillips reported converting performance share units into Goodyear common stock and a related tax withholding transaction. On 02/02/2026, 20,901 performance share units from a 2022 plan became shares, and 10,164 of those shares were withheld by the issuer to pay withholding taxes.

How many Goodyear (GT) shares does David E. Phillips own after this Form 4?

After the reported transactions, David E. Phillips directly owns 31,633 shares of Goodyear common stock. His holdings first rose to 41,797 shares after the performance share unit conversion, then decreased when 10,164 shares were withheld by the issuer for tax withholding purposes.

What are the details of the 20,901 performance share units in the GT Form 4?

The Form 4 shows 20,901 2022 Plan Performance Share Units converted on 02/02/2026 at an exercise price of $0. According to the footnote, this represents 96% of the base units granted and is payable 100% in Goodyear common stock, with all resulting shares held directly.

Why were 10,164 Goodyear (GT) shares reported with code F at $9.33?

The 10,164 Goodyear common shares with transaction code F at $9.33 were withheld by the issuer to cover withholding taxes. This tax withholding reduced David E. Phillips’ direct holdings from 41,797 shares after the unit conversion to 31,633 shares following the withholding transaction.

What do transaction codes M and F mean in this GT insider filing?

In this filing, code M indicates the exercise or conversion of derivative securities, specifically 20,901 performance share units into common stock at $0. Code F reflects 10,164 common shares withheld by the issuer at $9.33 per share to satisfy tax withholding obligations associated with the award.

What role does David E. Phillips hold at Goodyear (GT) in this Form 4?

David E. Phillips is identified as Goodyear’s Sr VP and Chief Legal Officer. The Form 4 shows that these equity transactions relate to his compensation, involving 2022 Plan Performance Share Units converting into common stock and share withholding to cover associated tax obligations on 02/02/2026.