Goodyear CLO reports RSU vesting and share withholding

Goodyear Tire & Rubber’s Sr VP and Chief Legal Officer David Emmitt Phillips reported multiple equity-compensation transactions tied to Restricted Stock Units under the 2022 plan.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Goodyear Tire & Rubber’s Sr VP and Chief Legal Officer David Emmitt Phillips reported multiple equity-compensation transactions tied to Restricted Stock Units under the 2022 plan. On February 27 and March 1, 2026, several RSU grants vested and were converted into common stock, including RSUs originally granted on February 27, 2023, February 26, 2024 and February 24, 2025. These vesting events increased his directly held common shares through derivative exercises/conversions. In connection with the vesting, the issuer withheld shares at $8.25 per share to cover withholding taxes, reported as tax-withholding dispositions rather than open-market sales. After the latest transaction on March 1, 2026, Phillips directly owned 60,785 shares of Goodyear common stock.

Insider Trade Summary

53,347 shares exercised/converted

Exercise 7 txns

Insider Phillips David Emmitt

Role Sr VP and Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	2022 Plan Restricted Stock Units	15,241	$0.00	$0.00
Exercise	2022 Plan Restricted Stock Units	18,386	$0.00	$0.00
Exercise	Common Stock	33,627	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	15,251	$8.25	$126K
Exercise	2022 Plan Restricted Stock Units	19,720	$0.00	$0.00
Exercise	Common Stock	19,720	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,944	$8.25	$74K

Holdings After Transaction: 2022 Plan Restricted Stock Units — 52,013 contracts (Direct); Common Stock — 60,785 shares (Direct)

Footnotes (4)

F1. Shares of common stock withheld by the issuer for the payment of withholding taxes.
F2. This Form 4 reports the vesting and conversion of the Restricted Stock Units ("RSUs") granted February 27, 2023.
F3. This Form 4 reports the vesting and conversion of one-third of the Restricted Stock Units ("RSUs") granted February 26, 2024.
F4. This Form 4 reports the vesting and conversion of one-third of the Restricted Stock Units ("RSUs") granted February 24, 2025.

FAQ

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

David Emmitt Phillips reported RSU vesting and conversions into Goodyear common stock on February 27 and March 1, 2026. These transactions reflect equity compensation from the 2022 plan rather than open-market buying, with related share withholding to satisfy tax obligations.

How many Goodyear (GT) shares does David Emmitt Phillips own after these Form 4 transactions?

Following the reported RSU vesting, conversions and tax-withholding dispositions, David Emmitt Phillips directly owns 60,785 shares of Goodyear common stock. This figure comes from the post-transaction ownership line in the March 1, 2026 common stock entry on the Form 4.

Were any of the GT insider transactions by David Emmitt Phillips open-market purchases or sales?

No, the Form 4 classifies the activity as derivative exercises/conversions and tax-withholding dispositions. Code M entries reflect RSU conversions into common stock, while code F entries show shares withheld by Goodyear to pay withholding taxes, not open-market buying or selling.

What RSU grants are involved in David Emmitt Phillips’ GT Form 4 filing?

The filing covers vesting and conversion of Restricted Stock Units granted February 27, 2023, and one-third portions of RSUs granted February 26, 2024 and February 24, 2025. These awards fall under Goodyear’s 2022 Plan as described in the Form 4 footnotes.

How were taxes handled on David Emmitt Phillips’ vested GT RSUs?

Taxes were handled through share withholding. The Form 4 notes that certain common shares were withheld by Goodyear at $8.25 per share to satisfy withholding tax obligations, recorded under transaction code F as payment of tax liability by delivering securities.

Does the GT Form 4 indicate whether David Emmitt Phillips’ ownership is direct or indirect?

Yes. Each transaction lists the ownership as direct, using ownership code D and noting direct-or-indirect as D. There are no indications of trusts, LLCs or other entities holding these shares on his behalf in the provided Form 4 data.

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Accepted by SEC EDGAR 03/03/2026 - 05:52 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)
02/27/2026

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)
Common Stock	02/27/2026		M		19,720	A	$0	51,353	D
Common Stock	02/27/2026		F⁽¹⁾		8,944	D	$8.25	42,409	D
Common Stock	03/01/2026		M		33,627	A	$0	76,036	D
Common Stock	03/01/2026		F⁽¹⁾		15,251	D	$8.25	60,785	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)
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 Restricted Stock Units	⁽²⁾	02/27/2026		M			19,720	⁽²⁾	⁽²⁾	Common Stock	19,720	$0	0	D
2022 Plan Restricted Stock Units	⁽³⁾	03/01/2026		M			15,241	⁽³⁾	⁽³⁾	Common Stock	15,241	$0	15,241	D
2022 Plan Restricted Stock Units	⁽⁴⁾	03/01/2026		M			18,386	⁽⁴⁾	⁽⁴⁾	Common Stock	18,386	$0	36,772	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 vesting and conversion of the Restricted Stock Units ("RSUs") granted February 27, 2023.

3. This Form 4 reports the vesting and conversion of one-third of the Restricted Stock Units ("RSUs") granted February 26, 2024.

4. This Form 4 reports the vesting and conversion of one-third of the Restricted Stock Units ("RSUs") granted February 24, 2025.

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.	03/03/2026
	** 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).
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Source: View Original Filing on SEC EDGAR