UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): (~~February~~January 330, 2025)

Month 1, 2025

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Ohio

1-1927

34-0253240

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Innovation Way

Akron, Ohio

44316-0001

(Address of principal executive offices)

(Zip Code)

(330) 796-2121

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Trading Symbol~~TradingSymbol(s) Name of each exchange on which registered Common Stock, Without Par Value GT The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.0105 ~~Completion~~Costs ofAssociated ~~Acquisition~~with Exit or ~~Disposition~~Disposal ~~of Assets~~Activities.

On ~~February~~January 330, 2025, The Goodyear Tire & Rubber Company, ~~an Ohio corporation~~ (the “Company”), ~~completed~~reached ~~the~~an ~~previously~~agreement ~~announced~~with ~~sale~~the ofUnited ~~its~~Steelworkers ~~off-the-road~~and ~~tire~~approved ~~business~~a ~~(the~~plan ~~“Business”)~~ to ~~The~~reduce ~~Yokohama~~the ~~Rubber~~ Company,’s ~~Limited,~~production acapacity ~~Japanese~~and ~~company (kabushiki~~production ~~kaisha) (the~~cost ~~“Buyer”)~~per ~~for~~tire ain ~~gross~~Americas. ~~cash~~The ~~consideration~~plan ofincludes approximately ~~$905 million,~~850 ~~subject~~job toreductions, ~~certain~~including ~~customary~~associates ~~adjustments~~and incontracted ~~accordance~~positions, ~~with~~at ~~the~~its ~~terms~~Danville, ofVirginia ~~the~~tire ~~Share~~manufacturing ~~and~~facility, ~~Asset~~which ~~Purchase~~will ~~Agreement~~continue ~~(the~~to ~~“Purchase~~produce ~~Agreement”)~~aviation ~~dated~~tires asand ofconduct ~~July 22,~~mixing ~~2024,~~operations. byThe ~~and between the~~ Company ~~and~~expects ~~the~~to ~~Buyer~~substantially ~~(the~~complete ~~“Transaction”).~~this ~~The~~rationalization ~~Transaction~~plan ~~includes~~by the ~~sale~~end of ~~all~~2025 ofand estimates the ~~outstanding~~total ~~interests~~pre-tax incharges ~~the~~associated ~~Company’s~~with ~~wholly~~this ~~owned~~action ~~subsidiaries,~~to ~~Nippon~~be ~~Giant~~between ~~Tire~~$130 million ~~Company~~and ~~Ltd.~~$140 million, ~~and~~of ~~Goodyear~~which ~~Earthmover~~$80 million ~~Pty.~~to ~~Limited,~~$90 million asis ~~well~~expected asto ~~the~~be ~~transfer~~cash ofcharges ~~certain~~primarily for associate-related ~~assets~~ and ~~liabilities~~other ofexit costs and the ~~Business~~remaining ~~throughout~~costs ~~the~~are ~~world.~~expected Into ~~connection~~be ~~with~~non-cash ~~the~~charges ~~closing~~primarily offor ~~the~~accelerated ~~Transaction~~depreciation, ~~the~~pension ~~Company~~curtailment and ~~the~~other ~~Buyer~~asset-related ~~have~~charges. ~~entered~~The ~~into~~Company ~~certain~~expects ~~ancillary~~to ~~commercial~~record ~~agreements,~~approximately ~~including~~$100 million aof ~~transition~~pre-tax ~~services~~charges ~~agreement~~in ~~and~~the afirst ~~product~~quarter ~~supply~~of ~~agreement~~2025 ~~pursuant~~and toapproximately ~~which~~$40 million ~~the~~of ~~Company~~pre-tax ~~will~~charges ~~continue~~during tothe ~~provide~~remainder ~~certain~~of ~~support~~2025. ~~services~~The ~~for~~majority aof ~~period~~the ofcash upoutflows toassociated ~~eighteen~~with ~~months~~this ~~and~~plan ~~manufacture~~will ~~certain~~occur ~~off-~~by the~~-road~~ ~~tires~~end ~~for~~of ~~the~~2025. ~~Buyer~~These atactions ~~certain~~are ofexpected ~~the~~to ~~Company’s~~improve ~~manufacturing~~Americas ~~locations~~segment ~~for~~operating aincome ~~period~~by ofapproximately up$15 million toin ~~five~~2025 ~~years,~~and ~~respectively~~by approximately $65 million annually thereafter.

~~The~~Safe ~~foregoing~~Harbor ~~description~~Statement of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed with the Securities and Exchange Commission on November 5, 2024 as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, and is incorporated herein by reference.

~~Item~~Certain 9information contained in this Current Report on Form 8-K may constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995, including those statements regarding the expected amounts of charges and savings resulting from the plan.01 ~~Financial~~All ~~Statements~~forward-looking statements are based on management’s estimates, projections and ~~Exhibits~~assumptions as of the date hereof. There are a variety of factors, many of which are beyond the Company’s control, which could affect its operations, performance, business strategy and results and could cause its actual results and experience to differ materially from the assumptions, expectations and objectives expressed in any forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to the risks and other factors described in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, any forward-looking statements represent management’s estimates only as of today and should not be relied upon as representing management’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if management’s estimates change.

(b) The unaudited pro forma condensed consolidated financial information of the Company giving effect to the sale of the Business will be filed within four business days by an amendment to this Current Report on Form 8-K.

(d) Exhibits.

Exhibit		Description
99.1		News Release of The Goodyear Tire & Rubber Company, dated February 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE GOODYEAR TIRE & RUBBER COMPANY

Date: February 3, 2025

/s/ Daniel T. Young

Date: February 4, 2025

/s/ Daniel T. Young

Daniel T. Young

Filing Compare · GOODYEAR TIRE & RUBBER CO /OH/