Item 5. Other Information
ITEM 5. OTHER INFORMATION.
During the quarterly period ended June 30, 2025, none of our directors or officers informed us of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
ITEM 6. EXHIBITS.
Refer to the Index of Exhibits, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.
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Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2025
INDEX OF EXHIBITS
Exhibit
Table
Item
No.
Description of Exhibit Exhibit
Number
2 Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
(a) Asset Purchase Agreement, dated as of May 22, 2025, by and between the Company and G-3 Purchaser, LLC.*
2.1
(b) Ame n dment 1 to Asset Purchase Agreement, dated as of August 4, 2025, by and between the Company and G-3 Purchaser, LLC.*
2.2
4 Instruments Defining the Rights of Security Holders, Including Indentures
(a) Twelfth Supplemental Indenture, dated as of June 3, 2025, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as Trustee, in respect of the Company’s 6.625% Senior Notes due 2030 (incorporated by reference, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed June 3, 2025, File No. 1-1927).
10 Material Contracts
(a) Amended and Restated First Lien Credit Agreement, dated as of May 19, 2025, among the Company, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.*
10.1
(b) Reaffirmation Agreement with respect to the Amended and Restated First Lien Guarantee and Collateral Agreement, dated as of May 19, 2025, among the Company, the subsidiaries of the Company identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.*
10.2
(c) 2022 Performance Plan of the Company, as amended April 14, 2025 (incorporated by reference, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 16, 2025, File No. 1-1927).
22 Subsidiary Guarantors of Guaranteed Securities
(a) List of Subsidiary Guarantors.
22.1
31 Rule 13a-14(a) Certifications
(a) Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.1
(b) Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2
32 Section 1350 Certifications
(a) Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.
32.1
101 Interactive Data Files
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.INS
Inline XBRL Taxonomy Extension Schema Document. 101.SCH
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104 Cover Page Interactive Data File
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included as Exhibit 101).
* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
The representations, warranties and covenants contained in any agreement filed as an exhibit to this Quarterly Report on Form 10-Q were made solely for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to the agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
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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 thereunto duly authorized.
THE GOODYEAR TIRE & RUBBER COMPANY
(Registrant)
Date: August 8, 2025 By /s/ M ARGARET V. S NYDER
Margaret V. Snyder, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the Principal Accounting Officer of the Registrant.)
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