Goodyear Tire & Rubber (GT) grants PSUs and RSUs to senior VP

Rhea-AI Filing Summary

Goodyear Tire & Rubber reported equity awards to Senior VP, Global Commercial, Gregory Boucharlat. He was granted 36,697 Performance Share Units under the 2022 Performance Plan, contingently payable 100% in common stock in February 2029 based on performance over a three-year period ending December 31, 2028.

The number of Performance Share Units ultimately paid can range from 0% to 200% of the reported units and may be adjusted by up to 20% depending on total shareholder return versus a peer group. He also received 27,522 Restricted Stock Units under the same plan, 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^*

Boucharlat Gregory

(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)
	Senior VP, Global Commercial

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		36,697		(1)	(1)	Common Stock	36,697	$0	36,697	D
2022 Plan Restricted Stock Units(2)	(2)	02/23/2026		A		27,522		(2)	(2)	Common Stock	27,522	$0	27,522	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 agent duly authorized to execute this Form 4 on behalf of Gregory Boucharlat pursuant to a Power of Attorney dated 4/30/25, 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 insider equity awards did GT report for Gregory Boucharlat?

The filing reports equity awards to Gregory Boucharlat, Senior VP, Global Commercial. He received 36,697 Performance Share Units and 27,522 Restricted Stock Units under Goodyear’s 2022 Performance Plan, both settling in common stock if vesting and performance conditions are met.

How many Performance Share Units did GT grant to Gregory Boucharlat?

Gregory Boucharlat was granted 36,697 Performance Share Units. These are contingently payable 100% in Goodyear common stock in February 2029, with the actual number earned depending on performance over a three-year period ending December 31, 2028 and a total shareholder return adjustment.

What performance conditions apply to Boucharlat’s GT Performance Share Units?

The Performance Share Units are earned based on performance goals over a three-year period ending December 31, 2028. The payout can range from 0% to 200% of the reported units and may increase or decrease by up to 20% based on total shareholder return versus a peer group.

When do Gregory Boucharlat’s GT Performance Share Units pay out?

The Performance Share Units are contingently payable 100% in Goodyear common stock in February 2029. The exact number of shares delivered will depend on achieving specified performance goals and a total shareholder return adjustment over the three-year period ending December 31, 2028.

What are the vesting terms for Boucharlat’s GT Restricted Stock Units?

The Restricted Stock Units granted under the 2022 Performance Plan will vest and convert into Goodyear common shares in 33% increments over three years. Vesting commences on March 1, 2027, resulting in three annual conversion dates if service-based vesting conditions are satisfied.

Did Gregory Boucharlat buy GT shares on the open market in this Form 4?

No, the transactions reflect grants of Performance Share Units and Restricted Stock Units at a price per unit of $0.0000. These are equity awards under Goodyear’s 2022 Performance Plan, not open-market purchases or sales of existing common shares by the executive.