Form 4: Goodyear Director Jason Winkler Acquires Over 4,900 Restricted Stock Units

Goodyear Tire & Rubber Co. Director Jason J. Winkler acquired 4,979 Restricted Stock Units (RSUs) valued at $10.66 per unit, as part of his compensation plan.

Summary

• Director Jason J. Winkler acquired 4,979 Restricted Stock Units (RSUs) on July 1, 2025.
• Each RSU was valued at $10.66, which was the fair market value (closing market price) on the transaction date.
• The RSUs were accrued to the reporting person's Retainer Deferral Account in accordance with the Company's Outside Director's Equity Participation Plan.
• Each RSU will convert to one share of Common Stock on the fifth business day of the calendar quarter following the quarter of the Director's separation from Board service.
• Following this transaction, the reporting person beneficially owns a total of 4,979 RSUs accrued to their Retainer Deferral Account.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates a director's equity acquisition, aligning their interests with shareholders, which is generally viewed favorably. However, it's a routine compensation event rather than a discretionary open market purchase, limiting the strength of the positive sentiment.

Positives

• The acquisition of Restricted Stock Units by a director aligns their financial interests with those of the shareholders, promoting long-term value creation.
• The transaction is part of a pre-existing equity participation plan, indicating a structured approach to director compensation.

Future Outlook

Each Restricted Stock Unit will convert into one share of Common Stock on the fifth business day of the calendar quarter following the quarter of the Director's separation from Board service.

Management Comments

• RSUs accrued, pursuant to an election by the reporting person, to the Retainer Deferral Account of the reporting person in accordance with the Company's Outside Director's Equity Participation Plan.

Industry Context

The acquisition of equity-based compensation, such as Restricted Stock Units, is a common practice across publicly traded companies to compensate non-employee directors and align their interests with long-term shareholder value. This is a standard mechanism for director remuneration in the automotive and tire manufacturing industry, as well as broader corporate sectors.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a widely adopted practice among S&P 500 companies and large corporations, including peers in the automotive and tire sector like Michelin, Bridgestone, and Continental AG, which often incorporate equity components into their executive and director compensation packages to foster long-term alignment.
• The conversion mechanism, linking RSU vesting to separation from board service, is a common feature designed to retain directors and ensure their continued commitment to the company's performance throughout their tenure.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units by Director Jason J. Winkler from Goodyear Tire & Rubber Co. constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with shareholder value, potentially encouraging decisions that benefit long-term stock performance.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• Conversion of the Restricted Stock Units into shares of Common Stock on the fifth business day of the calendar quarter following the Director's separation from Board service.

Key Dates

Keywords

Goodyear, GT, SEC Form 4, Restricted Stock Units, RSUs, Director Compensation, Insider Transaction, Equity Participation Plan, Beneficial Ownership