GOODYEAR TIRE & RUBBER CO /OH/

EX-99.1 · d113133dex991.htm

EX-99.1
 10
 d113133dex991.htm
 EX-99.1

 Exhibit 99.1

 Newsroom News
 Goodyear Announces Pricing of $1.05 Billion of
Senior Notes
 AKRON, Ohio, June 1, 2026 /PRNewswire/ — The Goodyear Tire & Rubber Company (NASDAQ: GT) (“Goodyear” or the
“company”) today announced that it has priced its offering of $1.05 billion aggregate principal amount of senior notes due 2032 (the “notes”). The notes will be senior unsecured obligations of the company.

 The notes will be offered to the public at a price of 100% of their principal amount and will bear interest at a rate of 8.875% per annum. Goodyear expects the
offering to close on June 4, 2026, subject to customary closing conditions.
 Goodyear intends to use the net proceeds from this offering to repay, redeem
or repurchase its outstanding 4.875% Senior Notes due 2027 (the “4.875% Notes”) and its outstanding 7.625% Senior Notes due 2027 (the “7.625% Notes,” and, together with the 4.875% Notes, the “2027 Notes”) at or
prior to their respective maturity on March 15, 2027. Any remaining net proceeds will be used for general corporate purposes. As of March 31, 2026, there was $700 million in aggregate principal amount of the 4.875% Notes outstanding and
$117 million in aggregate principal amount of 7.625% Notes outstanding. Pending the repayment, redemption or repurchase of the 2027 Notes, Goodyear intends to temporarily apply a portion of the net proceeds from this offering to repay
outstanding balances under its first lien revolving credit facility, its European revolving credit facility, its Mexican credit facility and certain other smaller facilities.

 J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., MUFG Securities Americas Inc., BNP Paribas
Securities Corp., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and PNC Capital Markets LLC are acting as the joint book-running managers, and Capital One Securities,
Inc., CIBC Capital Markets, Santander US Capital Markets LLC, Citizens JMP Securities, LLC, HSBC Securities (USA) Inc., Huntington Securities, Inc., KeyBanc Capital Markets Inc., U.S. Bancorp Investments, Inc., Regions Securities LLC and
Standard Chartered Bank are acting as the co-managers for the offering.
 The offering will be made under an
effective shelf registration statement that was filed with the U.S. Securities and Exchange Commission on May 29, 2025. The offering of the notes may be made only by means of a prospectus supplement and accompanying prospectus, copies of which
may be obtained from:

 J.P. Morgan Securities LLC

 The Goodyear Tire & Rubber Company

 Attn: J.P. Morgan Syndicate Desk

 Investor Relations Department

 270 Park Avenue

 200 Innovation Way

 New York, New York 10017

 Akron, OH 44316

 Telephone: 1-212-834-4533

 Telephone: 330-796-3751

 This news release shall not constitute a notice of redemption with respect to the 4.875% Notes. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
 About The Goodyear Tire & Rubber Company

 Goodyear is one of the world’s largest tire companies. It employs about 63,000 people and manufactures its products in 49 facilities in 19 countries
around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg, strive to develop state-of-the-art
products and services that set the technology and performance standard for the industry.

 Certain information contained in this news release constitutes forward-looking statements for purposes of
the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. There are a variety of factors, many of which are beyond our control, that affect our operations, performance, business strategy and results and could cause our
actual results and experience to differ materially from the assumptions, expectations and objectives expressed in any forward-looking statements. These factors include, but are not limited to: our ability to implement successfully our strategic
initiatives; our ongoing obligations to the purchasers of our off-the-road tire business, the Dunlop brand and our polymer chemicals business; actions and initiatives
taken by both current and potential competitors; increases in the prices paid for raw materials and energy; inflationary cost pressures; changes in tariffs, trade agreements or trade restrictions; uncertainty regarding the timing and amount of any
IEEPA tariff refund; delays or disruptions in our supply chain or the provision of services to us; a prolonged economic downturn or period of economic uncertainty; deteriorating economic conditions or an inability to access capital markets; a labor
strike, work stoppage, labor shortage or other similar event; financial difficulties, work stoppages, labor shortages or supply disruptions at our suppliers or customers; the adequacy of our capital expenditures; foreign currency translation and
transaction risks; our failure to comply with a material covenant in our debt obligations; potential adverse consequences of litigation involving the company; economic and supply disruptions associated with events beyond our control, such as war,
including the current conflicts between Russia and Ukraine and in the Middle East; as well as the effects of more general factors such as changes in general market, economic or political conditions or in legislation, regulation or public policy.
Additional factors are discussed in our filings with the Securities and Exchange Commission, including our 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 our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we
may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

 MEDIA CONTACT:

 INVESTOR RELATIONS CONTACT:

 KELLY MCGLUMPHY

 RYAN REED

 KELLY_MCGLUMPHY@GOODYEAR.COM

 RYAN_REED@GOODYEAR.COM

 SOURCE The Goodyear Tire & Rubber Company

EX-1.1 · d113133dex11.htm

EX-1.1
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 d113133dex11.htm
 EX-1.1

 Exhibit 1.1

 The Goodyear Tire & Rubber Company

 8.875% Senior Notes due 2032

 UNDERWRITING AGREEMENT

 June 1, 2026
 J.P. Morgan Securities LLC

 As Representative of the several

 Underwriters named in Schedule I attached hereto

 c/o J.P. Morgan Securities LLC
 270 Park Avenue

 New York, New York 10017
 Ladies and Gentlemen:

 The Goodyear Tire & Rubber Company, an Ohio corporation (the “ Company ”), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters (the “ Underwriters ”) named in Schedule I hereto for whom you are acting as representative (the “ Representative ”) $1,050,000,000 in
aggregate principal amount of 8.875% Senior Notes due 2032 (the “ Securities ”). The respective principal amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I
hereto. The Securities will be issued pursuant to the Indenture dated as of August 13, 2010 (the “ Base Indenture ”), as amended and supplemented by the Thirteenth Supplemental Indenture to be dated as of June 4, 2026 (the
“ Thirteenth Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), among the Company, the subsidiary guarantors signatory hereto (the “ Subsidiary Guarantors ”) and
Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee (the “ Trustee ”), and will be guaranteed on an unsecured senior basis by each of the Subsidiary Guarantors (the “ Guarantees ”).
The term “Securities”, when used herein, includes the Guarantees where applicable. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement (as defined below) and the
Prospectus (as defined below).
 As the Representative, you have advised the Company that (a) you are authorized to enter into this
Underwriting Agreement (the “ Agreement ”) on behalf of the several Underwriters and (b) the several Underwriters are willing, acting severally and not jointly, to purchase the principal amount of Securities set forth opposite
their respective names in Schedule I.
 In consideration of the mutual agreements contained herein and of the interests of the parties in
the transactions contemplated hereby, the parties hereto agree as follows:

 1. R EPRESENTATIONS AND W ARRANTIES
 OF THE C OMPANY AND THE S UBSIDIARY G UARANTORS .

 The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows:

 (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as
amended (the “ Act ”), on Form S-3 (File No. 333-287633) in respect of the Securities and the Guarantees, including a form of prospectus (the
“ Base Prospectus ”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “ Rules and
Regulations ”) of the Securities and Exchange Commission (the “ Commission ”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has
been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “ Preliminary
Prospectus ” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b)
under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to
such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary
Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “ Registration Statement ,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or
430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement.
“ Prospectus ” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in
Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents
shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any
reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under
Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

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 (b) As of the Applicable Time and as of the Closing Date (as defined
below), neither (i) the General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information included on Schedule II hereto, all considered
together (collectively, the “ General Disclosure Package ”), nor (ii) any individual Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included or will include
any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to information contained in or omitted from the Statutory Prospectus or any Issuer Free Writing Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by
or on behalf of any Underwriter through the Representative, specifically for use therein, it being understood and agreed that the only such information furnished consists of the information described in Section 8(b). As used in this subsection
and elsewhere in this Agreement:
 “ Applicable Time ” means 5:10 p.m. (New York time) on June 1, 2026 or such
other time as agreed to in writing by the Company and the Representative.
 “ Statutory Prospectus ” means the Preliminary
Prospectus, as amended and supplemented by any document incorporated by reference therein and any prospectus supplement that has not been superseded, in each case, immediately prior to the Applicable Time.

 “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 under
the Act, relating to the Securities and the Guarantees in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Act.

 “ General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus identified on Schedule III to this
Agreement.
 “ Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use
Free Writing Prospectus.

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 (c) Each of the Company and the Subsidiary Guarantors has been duly
organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization, with all requisite power and authority (corporate and other) necessary to own its properties and conduct its business as described
in the Registration Statement, the General Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation or limited liability company for the transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no liability or disability that is material to the Company and its subsidiaries taken as a whole by reason of the
failure to be so qualified or in good standing in any such jurisdiction. As used in this Agreement, a “subsidiary” of any person means any corporation, association, partnership or other business entity of which more than 50% of the total
voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by: (i) such person, (ii) such person and one or more subsidiaries of such person or (iii) one or more subsidiaries of such person.

 (d) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus (and any
similar section or information contained in the General Disclosure Package) and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and
 non-assessable; neither the filing of the Registration Statement nor the offering or sale of the Securities and the Guarantees as contemplated by this Agreement gives rise to any rights, other than those which
have been waived or satisfied for or relating to the registration of any securities of the Company or the Subsidiary Guarantors; and all of the issued shares of capital stock or other equity interests of each Subsidiary Guarantor and Significant
Subsidiary (for purposes of this Section, as defined in Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”)) of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares and except as otherwise set forth in the
Registration Statement, the General Disclosure Package and the Prospectus) the capital stock or other equity interests of each Subsidiary Guarantor and Significant Subsidiary is owned directly or indirectly by the Company, free and clear of any
lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, other than those which are “Permitted Liens” as defined in the Indenture. Except as described in the Registration
Statement, the General Disclosure Package and the Prospectus, there are no outstanding subscriptions, rights, warrants, calls or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to
the sale or issuance of, any shares of capital stock of or other equity or other ownership interest in the Company or any of the Subsidiary Guarantors or the Significant Subsidiaries of the Company.

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 (e) The Commission has not issued an order preventing or suspending the
effectiveness of the Registration Statement or the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus relating to the proposed offering of the Securities, and no proceeding for that purpose or pursuant to
Section 8A of the Act has been instituted or, to the Company’s knowledge, threatened by the Commission. The Registration Statement, as of each effective date and at the date hereof and the Closing Date, and the Prospectus, as of its date
and at the date hereof and the Closing Date, complied and will comply in all material respects with the requirements of the Act and the Rules and Regulations. The documents incorporated by reference in the Prospectus, at the time filed with the
Commission, conformed in all material respects to the requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the Commission thereunder. The Registration Statement and any amendment thereto as of each effective
date and at the date hereof and the Closing Date, did not contain, and will not contain, any untrue statement of a material fact and did not omit, and will not omit, to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus and any amendments and supplements thereto as of its date and at the date hereof and the Closing Date, did not contain, and will not contain, any untrue statement of a material fact and did not
omit, and will not omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or
warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of
any Underwriter through the Representative, specifically for use therein, it being understood and agreed that the only such information furnished consists of the information described in Section 8(b).

 (f) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public
offer and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated
by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from any Issuer
Free Writing Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representative, specifically for use therein, it
being understood and agreed that the only such information furnished consists of the information described in Section 8(b).

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 (g) The Company has not, directly or indirectly, distributed and will not
distribute any offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus, any General Use Free Writing Prospectuses and other materials, if any, permitted under the Act and
consistent with Section 3(b) below. The Company will file with the Commission all Issuer Free Writing Prospectuses in the time and manner required under Rules 163(b)(2) and 433(d) under the Act.

 (h) (i) At the time of filing the Registration Statement, (ii) at the time the Company or any person acting on its
behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act and (iii) at the date hereof, the Company is a
“well-known seasoned issuer” as defined in Rule 405 under the Act . The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf
registration form.
 (i) (i) At the earliest time after the filing of the Registration Statement that the Company or
another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities and (ii) as of the date hereof (with such date being used as the determination date for purposes of this
clause (ii)), the Company and each Subsidiary Guarantor was not and is not an “ineligible issuer” (as defined in Rule 405 under the Act, without taking into account any determination by the Commission pursuant to Rule 405 under
the Act that it is not necessary that the Company or any Subsidiary Guarantor be considered an ineligible issuer), including, without limitation, for purposes of Rules 164 and 433 under the Act with respect to the offering of the Securities as
contemplated by the Registration Statement.
 (j) The financial statements of the Company included or incorporated by
reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes thereto, present fairly in all material respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified, in each case, on a consolidated basis; such financial statements have been prepared in conformity
with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis (unless otherwise disclosed therein) throughout the periods covered thereby; and the other financial information included or
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been

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derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby. The interactive data in eXtensible Business
Reporting Language included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with
the Commission’s rules and published guidance applicable thereto. The pro forma financial information of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus,
together with the related schedules and notes thereto, fairly represent in all material respects the information therein, have been prepared in accordance with Regulation S-X under the Exchange Act and provide
a reasonable basis for presenting the significant effects of the transactions and circumstances referred to therein, and the assumptions used in preparation thereof, in the reasonable judgment of the Company’s management and subject to the
qualifications therein, are reasonable; the related pro forma adjustments are directly attributable to the transactions or events described therein and give appropriate effect to those assumptions in all material respects; and the pro forma columns
therein reflect the proper application of those adjustments to the corresponding historical financial statements in all material respects.

 (k) PricewaterhouseCoopers LLP, who have certified certain consolidated financial statements of the Company and its
consolidated subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, are an independent registered public accounting firm with respect to the Company and its subsidiaries as required
by the Act and the Rules and Regulations and by the Public Company Accounting Oversight Board (United States) (the “ PCAOB ”).

 (l) Other than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, since the date
of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 (m) Except as would not reasonably be expected to have a material adverse effect on the business, properties, financial
position or results of operations of the Company and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”), the Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with

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management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language incorporated or included in the Registration Statement, the General Disclosure Package and the Prospectus is
prepared in accordance with the Commission’s rules and published guidance applicable thereto.
 (n) The Company
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures
have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure
controls and procedures are effective.
 (o) Except as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject, which would be required
to be disclosed pursuant to Item 103 of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025 if such report were filed on the date hereof; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

 (p) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except (i) such as are described in the Registration Statement, the General Disclosure Package and the Prospectus, (ii) such
as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries, (iii) such as could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect or (iv) Permitted Liens; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries taken as a whole in any material respect.

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 (q) The Company and its subsidiaries have paid all federal, state, local
and foreign taxes (except for such taxes that are not yet delinquent or that are being contested in good faith and by proper proceedings) and filed all tax returns required to be paid or filed through the date hereof, except in each case where the
failure to pay or file would not reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to
have a Material Adverse Effect, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.

 (r) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements
included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, any loss or interference with its business that is material to the Company and its subsidiaries, taken as a whole, from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except as set forth or contemplated in the Registration Statement, the General Disclosure Package
and the Prospectus; and, since the date as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, there has not been any change in the capital stock (other than issuances pursuant to equity
incentive plans) or increase in long-term debt of the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or any material adverse change, or any
development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or
contemplated in the Registration Statement, the General Disclosure Package and the Prospectus.
 (s) Since the date of the
latest audited financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has entered into any
transaction or agreement that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole, other than as set
forth in the Registration Statement, the General Disclosure Package and the Prospectus.

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 (t) Neither the Company nor any of its subsidiaries is (i) in
violation of its Articles of Incorporation or Code of Regulations or other similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree applicable to the
Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except, in the
case of clauses (ii) and (iii), for any default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 (u) The execution, delivery and performance by each of the Company and the Subsidiary Guarantors of each of the Transaction
Documents (as defined below) to which it is a party, the issuance and sale of the Securities (including the Guarantees) and the compliance by each of the Company and the Subsidiary Guarantors with all of the provisions of the Transaction Documents
and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, (ii) result in any violation of the provisions of the Articles of Incorporation or Code of Regulations or other similar organizational documents of the Company or any Subsidiary Guarantor or (iii) result in any
violation of any law or statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except, in the case of
clauses (i) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities (including the Guarantees) or the consummation by the Company and the Subsidiary Guarantors of the
transactions contemplated by this Agreement, except such as have been obtained or made by the Company and the Subsidiary Guarantors and are in full force and effect under the Act and for such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws or under the securities laws of Canada or any province thereof or from the Financial Industry Regulatory Authority (“ FINRA ”) in connection with the purchase
and resale of the Securities by the Underwriters.

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 (v) Each of the Company and the Subsidiary Guarantors has full right,
corporate or limited liability company power, as applicable, and authority to execute and deliver, as applicable, this Agreement, the Securities, the Base Indenture and the Thirteenth Supplemental Indenture (including each applicable Guarantee set
forth therein) (collectively, the “ Transaction Documents ”) and to perform their respective obligations hereunder and thereunder; and all corporate or limited liability company action, as applicable, required to be taken for the
due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

 (w) The Base Indenture and the Thirteenth Supplemental Indenture have each been duly authorized by the Company and each of the
Subsidiary Guarantors and, when the Thirteenth Supplemental Indenture has been duly executed and delivered in accordance with its terms by each of the parties thereto, the Indenture will constitute a valid and legally binding agreement of the
Company and each of the Subsidiary Guarantors enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles regardless of whether considered in a proceeding in equity or at law (collectively, the “ Enforceability
Exceptions ”), and as of the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”) and the rules and regulations
of the Commission applicable to an indenture qualified thereunder.
 (x) The Securities have been duly authorized by the
Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Subsidiary
Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Subsidiary Guarantors,
enforceable against each of the Subsidiary Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

 11

 (y) Each Transaction Document conforms in all material respects to the
description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus.
 (z) This
Agreement has been duly authorized, executed and delivered by the Company and each of the Subsidiary Guarantors.
 (aa) The
Company and its subsidiaries own, license or otherwise possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the
failure to own, license or otherwise possess such rights would not reasonably be expected to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any respect with any such rights of others, and the
Company and, to the best of the Company’s knowledge, its subsidiaries, have not received written notice of any claim of infringement of, or conflict with any such rights of, others, except in each case such conflicts or infringements that, if
adversely determined against the Company or any of its subsidiaries, would not reasonably be expected to have a Material Adverse Effect.

 (bb) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective
businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and except as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries has
received written notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

 (cc) The statements set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the
caption “Description of Notes,” insofar as they purport to constitute a summary of the Securities and the Guarantees, and under the caption “Certain Material United States Federal Income Tax Considerations,” insofar as they
purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects.

 12

 (dd) Prior to the date hereof, neither the Company nor any of its
affiliates (as defined in Rule 144 under the Act) has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the
Company in connection with the offering of the Securities.
 (ee) Neither the Company nor any subsidiary of the Company is,
and after giving effect to the offering and sale of the Securities, the application of the proceeds thereof and the issuance of the Guarantees, none of them will be, an “investment company,” as such term is defined in the Investment
Company Act of 1940, as amended (the “ 1940 Act ”).
 (ff) Except as would not reasonably be expected to
have a Material Adverse Effect, the Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, which insurance is in amounts and insures against such losses and risks as are customary
among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations; and neither the Company nor, to the best of the Company’s knowledge, any of its subsidiaries has
(i) received written notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at a reasonable cost from similar insurers as may be necessary to continue its business, except, in the case of clause (ii), as
would not reasonably be expected to have a Material Adverse Effect.
 (gg) Except as would not reasonably be expected to
have a Material Adverse Effect, (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or
contributed to by the Company or any of its affiliates for employees or former employees of the Company and its affiliates is in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”), and (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the
Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for the plans that are subject to the funding rules of Section 412 of the Code or Section 302 of
ERISA, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no plan had benefit liabilities which exceeded the fair market value of assets of such plan as of December 31, 2025, and no such plan
has failed to satisfy the minimum funding standard as defined in Section 412 of the Code or Section 302 of ERISA.

 13

 (hh) The Company and its subsidiaries (i) are in compliance with any
and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, “ Environmental Laws ”); (ii) have received, and are in compliance with, all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and
(iii) have not received notice of any actual or potential liability under Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants,
except in any such case for any such failure to comply with, or failure to receive required permits, licenses or approvals, or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries anticipates any material capital expenditures to comply with any Environmental Laws or is subject
to any pending or threatened proceeding under any Environmental Laws in which a governmental authority is also a party and the proceeding involves potential monetary sanctions (or the Company knows of such a proceeding that is contemplated by a
governmental authority), other than such proceedings as to which the Company reasonably believes no monetary sanctions will be imposed or any such monetary sanctions will not be material to the Company’s business or financial condition within
the meaning of Item 103(c)(3)(iii) of Regulation S-K.
 (ii) None of the
information on (or hyperlinked from) the Company’s website at www.goodyear.com, or any website of any subsidiary of the Company maintained or supported by the Company, includes or constitutes a “free writing prospectus” as defined
in Rule 405 under the Act (other than any information that has been filed by the Company with the Commission in accordance with Rule 433 under the Act).

 (jj) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its
subsidiaries nor, to the best knowledge of the Company and its subsidiaries, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has taken any action, directly or
indirectly, that has resulted or would reasonably be expected

 14

to result in (i) use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) a violation of any provision of the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, each as may be amended,
or other anti-bribery or anti-corruption laws in effect in jurisdictions in which the Company and its subsidiaries do business (the “ Anti-Corruption Laws ”); or (iv) any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment. The Company and its subsidiaries instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure continued compliance with applicable
Anti-Corruption Laws in all material respects.
 (kk) Except as described in the Registration Statement, the General
Disclosure Package and the Prospectus, no labor disturbance by, or dispute with, employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company and the Subsidiary Guarantors, is contemplated or threatened, in
each case that would be reasonably expected to have a Material Adverse Effect.
 (ll) None of the transactions contemplated
by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus) will violate or result in a violation of Section 7 of the Exchange Act,
or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

 (mm) On and immediately after the Applicable Time, the Company (after giving effect to the issuance of the Securities and the
other transactions related thereto as described in the Registration Statement, the Prospectus and the General Disclosure Package) will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date,
that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company is not less than the total amount required to pay the liabilities of the Company on its total existing debts and liabilities
(including contingent liabilities) (which liabilities are calculated for purposes of this representation in the manner used in the preparation of the Company’s consolidated financial statements) as they become absolute and matured;
(ii) the Company is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business (assuming the ability to refinance existing
obligations in the normal course of business); (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement, the Prospectus and the General Disclosure Package, the Company is not incurring debts or

 15

liabilities beyond its ability to pay as such debts and liabilities mature (assuming the ability to refinance existing obligations in the normal course of business); and (iv) the Company is
not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry
in which the Company is engaged.
 (nn) Except as would not reasonably be expected to have a Material Adverse Effect, the
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the
money laundering statutes of all jurisdictions applicable to the Company and its subsidiaries, the rules and regulations thereunder and any related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by any
governmental or regulatory agency applicable to the Company and its subsidiaries (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority
or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, is threatened.

 (oo) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly
engaged in, any activity that would reasonably be expected to result in the Company or any of its subsidiaries being the subject or target of any Sanctions or listed on any Sanctions-related list of designated persons maintained by the Office of
Foreign Assets Control (and any successor performing similar functions) of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce, the United Kingdom including His Majesty’s Treasury, the United
Nations Security Council, the European Union or any other relevant sanctions authority (collectively, the “ Sanctions-related Lists ” and such sanctions authorities, the “ Sanctions Authorities ”). None of the
Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, agents or employees associated with or acting on behalf of the Company or any of its subsidiaries in any capacity in connection with
the offering of the Securities contemplated hereby, is the subject or target of any Sanctions, is listed on any of the Sanctions-related Lists or is located in, resident in, incorporated or organized under the laws of, or owned or (directly or
indirectly) controlled by, or acting on behalf of, a party located in, resident in, incorporated or organized under the laws of, or doing business or operating from, a Sanctioned Country. The Company will not use, and will procure that its
subsidiaries will not use, the proceeds of the offering of the Securities contemplated hereby for the

 16

purpose of funding any activity, business or transaction (i) of or with any person (A) listed in any of the Sanctions-related Lists, (B) that is the subject or target of any
Sanctions, (C) organized or resident in a country, region or territory which is itself the subject or target of any comprehensive Sanctions (including, without limitation, at the time of this Agreement, the
 so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the
 non-Ukrainian government-controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, and North Korea) (each, a “ Sanctioned Country ”) or (D) owned 50% or more by any
person or persons described in the foregoing clauses (i)(A), (i)(B) or (i)(C) or (ii) in any Sanctioned Country, in each case of the foregoing clauses (i)(A), (i)(B) and (i)(C), to the extent such activity, business or transaction would be
prohibited by Sanctions. Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with or involving any person that was or is, as applicable, at the
time of such dealing or transaction, the subject or the target of Sanctions or with any Sanctioned Country, in any case, in violation of applicable Sanctions. The term “ Sanctions ” as used herein means all economic or financial
sanctions or trade embargoes imposed, administered or enforced from time to time by the Sanctions Authorities.
 (pp) The
Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “ IT Systems ”) are adequate for, and operate
and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, except as would not reasonably be expected to have a Material Adverse Effect, are free
and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and
protect their material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data
(“ Personal Data ”)) used in connection with their businesses. There have been no breaches, violations, outages or unauthorized uses of or accesses to the Company’s IT Systems or data, except for those that have been remedied
without material cost or liability or those that would not otherwise reasonably be expected to have a Material Adverse Effect, nor any material incidents under internal review or material investigations relating to the same. The Company and its
subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

 17

 (qq) The Company and its directors and officers, in their capacities as
such, have complied in all material respects with the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to
certifications.
 2. P URCHASE , S ALE AND D ELIVERY OF
 THE S ECURITIES .
 (a) On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase the respective principal amount of Securities set forth
opposite such Underwriter’s name in Schedule I hereto at a price equal to 99.000% of the principal amount thereof plus accrued interest, if any, from June 4, 2026 to the Closing Date, subject to adjustments in accordance with
Section 9 hereof.
 (b) Payment for the Securities to be sold hereunder is to be made in federal (same day) funds
against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “ Global Note ”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in
connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company (“ DTC ”), New York, New York at 10:00 a.m., New York time, on the
third business day after the date of this Agreement, or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “ Closing
Date .” (As used herein, “ business day ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be
closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.

 (c) It is understood that the Underwriters intend to offer the Securities for sale to the public at the price set forth in the
Prospectus.
 (d) Any action by the Underwriters hereunder may be taken by the Representative on behalf of the
Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

 18

 3. C OVENANTS OF THE C OMPANY
 AND THE S UBSIDIARY G UARANTORS .
 The Company and the Subsidiary Guarantors,
jointly and severally, covenant and agree with the several Underwriters that:
 (a) The Company will (i) prepare and
timely file with the Commission under Rule 424(b) (without reliance on Rule 424(b)(8)) under the Act the Prospectus in a form approved by the Representative containing information previously omitted at the time of effectiveness of the
Registration Statement in reliance on Rule 430A, 430B or 430C under the Act, (ii) during the Prospectus Delivery Period (as defined below), not file any amendment to the Registration Statement or distribute an amendment or supplement to
the General Disclosure Package or the Prospectus or any document incorporated by reference therein of which the Representative shall not previously have been advised and furnished with a copy or to which the Representative shall have reasonably
objected in writing or which is not in compliance with the Rules and Regulations and (iii) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent
to the date of the Prospectus and during the Prospectus Delivery Period.
 (b) The Company will (i) not make any offer
relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the
Commission under Rule 433 under the Act unless the Representative approves its use in writing prior to first use (each, a “ Permitted Free Writing Prospectus ”); provided that the prior written consent of the Representative
shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule III hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the
requirements of Rules 163, 164 and 433 under the Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that
would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have
been required to file thereunder.
 (c) The Company will advise the Representative promptly (i) when any
post-effective amendment to the Registration Statement or new registration statement relating to the Securities and the Guarantees shall have become effective, or any supplement to the Prospectus shall have been filed, (ii) of the receipt of
any comments from the Commission relating to the Registration Statement or the Prospectus, (iii) of any

 19

request of the Commission for amendment of the Registration Statement or the filing of a new registration statement relating to the Securities or the Guarantees or any amendment or supplement to
the General Disclosure Package or the Prospectus, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or any order preventing or suspending
the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act. The Company will use its best efforts to prevent the
issuance of any such order and to obtain as soon as possible the lifting thereof, if issued.
 (d) If at any time during
the Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will
(i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities (including the Guarantees), in a form satisfactory to the Representative,
(iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule 462 under the Act), and
(iv) promptly notify the Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities (including the Guarantees) to continue as contemplated in
the Registration Statement that was the subject of the notice under Rule 401(g)(2) under the Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement relating to the Securities and the
Guarantees shall include such new registration statement or post-effective amendment, as the case may be.
 (e) The Company
agrees to pay the required filing fees to the Commission relating to the Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r)
under the Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii), either in a post-effective amendment to the Registration Statement or in the filing fee table
exhibit to a prospectus filed pursuant to Rule 424(b) under the Act).
 (f) The Company will promptly from time to
time take such action as the Representative may reasonably request to qualify the Securities (including the Guarantees) for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably request and to comply
with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be

 20

necessary to complete the offering and resale of the Securities (including the Guarantees), provided that in connection therewith the Company shall not be required (i) to qualify as a
foreign corporation, (ii) to file a general consent to service of process in any jurisdiction or (iii) to take any action that would subject itself to taxation in any jurisdiction if it is not otherwise so subject.

 (g) The Company will deliver to, or upon the order of, the Representative, from time to time, as many copies of any
Preliminary Prospectus as the Representative may reasonably request. The Company will deliver to, or upon the order of, the Representative, from time to time, as many copies of any Issuer Free Writing Prospectus as the Representative may reasonably
request. The Company will deliver to, or upon the order of, the Representative during the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required under the Act (the
“ Prospectus Delivery Period ”), as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representative may reasonably request. The Company will deliver to the Representative at or before the
Closing Date, such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), including documents incorporated by reference therein, and of all amendments
thereto, as the Representative may reasonably request.
 (h) The Company will comply with the Act and the Rules and
Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and the Prospectus. If during the Prospectus
Delivery Period, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the
light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will either
(i) prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be
incorporated by reference in the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law.

 21

 (i) If the General Disclosure Package is being used to solicit offers to
buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to
amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration
Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will either (i) prepare, file with the Commission (if required) and furnish to the
Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the
General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure
Package will comply with law.
 (j) The Company will make generally available to its security holders, as soon as it is
practicable to do so, but in any event not later than 16 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive
months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Act and Rule 158 under the Act.

 (k) Except for the offer, sale, contract to sell or other disposition of debt securities or guarantees for which the primary
use of proceeds is to refinance the outstanding indebtedness of the Company or any of its subsidiaries, the Company shall not, during the period beginning from the date hereof and continuing until the date 30 days after the Closing Date, offer,
sell, contract to sell or otherwise dispose of, except as provided hereunder, any debt securities issued or guaranteed by the Company or any of the Subsidiary Guarantors that are substantially similar to the Securities without the prior written
consent of the Representative.
 (l) The Company shall apply the net proceeds from the sale of the Securities as set forth
in the Registration Statement, the General Disclosure Package and the Prospectus.
 (m) The Company shall not be or become,
at any time prior to the expiration of two years after the Closing Time, an open-end investment company, unit investment trust, closed-end investment company or
face-amount certificate company that is or is required to be registered under Section 8 of the 1940 Act.

 22

 (n) Neither the Company nor any of the Subsidiary Guarantors will take,
directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

 4. C OVENANT OF THE U NDERWRITERS . Each Underwriter hereby represents and
agrees that:
 It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing
prospectus”, as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release
issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433,
(ii) any Issuer Free Writing Prospectus listed on Schedule III or prepared pursuant to Section 3(b) above (including any electronic road show) or (iii) any free writing prospectus prepared by such Underwriter and approved by the
Company in advance in writing.
 5. C OSTS AND E XPENSES .

 The Company and the Subsidiary Guarantors, jointly and severally, will pay all costs, expenses and fees incident to the performance of their
obligations under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company and the Subsidiary Guarantors; the fees and disbursements of counsel for the Company and the Subsidiary
Guarantors; any roadshow expenses incurred by the Company or any Subsidiary Guarantor for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement,
Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and
disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of
the Securities under State securities or Blue Sky laws. The Company and the Subsidiary Guarantors shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations
and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to
Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or any Subsidiary Guarantor to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its
part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company and the Subsidiary Guarantors shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or
in contemplation of performing their obligations hereunder; but the Company and the Subsidiary Guarantors shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them
of the Securities.

 23

 6. C ONDITIONS OF O BLIGATIONS
 OF THE U NDERWRITERS .
 The several obligations of the Underwriters to purchase the
Securities on the Closing Date are subject to the accuracy, as of the date hereof and the Closing Date, as the case may be, of the representations and warranties of the Company and the Subsidiary Guarantors contained herein, and to the performance
by the Company and the Subsidiary Guarantors of their respective covenants and obligations hereunder and to the following additional conditions:

 (a) The Registration Statement and all post-effective amendments thereto shall have become effective and the Prospectus and
each Issuer Free Writing Prospectus shall have been filed as required by Rules 424, 430A, 430B, 430C or 433 under the Act, as applicable, within the time period prescribed by, and in compliance with, the Rules and Regulations, and any request
of the Commission for additional information (to be included or incorporated by reference in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction. No stop order
suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been taken or, to the knowledge of the
Company, shall be contemplated or threatened by the Commission and no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance of the Securities.
 (b) The Representative shall have received on the Closing Date the opinion and 10b-5 statement of Covington & Burling LLP, counsel for the Company; the opinion of Gowling WLG (Canada) LLP, counsel for Goodyear Canada Inc.; and the opinion of Daniel T. Young, Esq., Secretary and
General Counsel, Corporate of the Company, dated the Closing Date and addressed to the Underwriters, in each case, in form and substance satisfactory to you, substantially in the forms set forth in Annex I, Annex II, and Annex III
hereto, respectively.
 (c) The Representative shall have received the opinion and
 10b-5 statement of Cravath, Swaine & Moore LLP, counsel for the Underwriters, dated the Closing Date with respect to such matters as the Representative may reasonably request.

 (d) You shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to you, of PricewaterhouseCoopers LLP confirming that they are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the
Act and the applicable Rules and Regulations and the PCAOB and stating that in their opinion the financial

 24

statements and schedules examined by them and included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply in form in all material
respects with the applicable accounting requirements of the Act and the related Rules and Regulations; and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial and statistical information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.

 (e) The Representative shall have received on the Closing Date a certificate or certificates of an elected officer of the
Company with specific knowledge of the Company’s and the Subsidiary Guarantors’ financial affairs to the effect that, as of the Closing Date, such elected officer represents as follows:

 (i) the Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement
and no order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus has been issued, and no proceedings for such purpose or pursuant to Section 8A of the Act have been taken or are,
to his or her knowledge, contemplated or threatened by the Commission;
 (ii) the representations and warranties of the Company and the
Subsidiary Guarantors contained in Section 1 hereof are true and correct as of the Closing Date;
 (iii) subsequent to the earlier of
(i) the Applicable Time and (ii) the execution and delivery of this Agreement, (A) there has not been any downgrading in the rating accorded the Company’s debt securities by Moody’s Investors Service, Inc.
(“ Moody’s ”) or Standard & Poor’s Ratings Group (“ S&P ”), and (B) neither Moody’s nor S&P has publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company’s debt securities; and
 (iv) since the date as of which information is given
in the Registration Statement, the General Disclosure Package and the Prospectus, there has not been any change in the capital stock (other than issuances pursuant to equity incentive plans) or increase in
 long-term debt of the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or any material adverse change, or any development that would reasonably be
expected to result in a material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Registration
Statement, the General Disclosure Package and the Prospectus.

 25

 (f) No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no
injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

 (g) The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the
Company and the Subsidiary Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of
telecommunication from the appropriate governmental authorities of such jurisdictions.
 (h) The Securities shall be
eligible for clearance and settlement through DTC.
 (i) The Indenture shall have been duly executed and delivered by a
duly authorized officer of the Company, each of the Subsidiary Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

 (j) The Representative shall have received, on each of the date hereof and the Closing Date, a certificate in form and
substance satisfactory to the Representative that is signed by the principal financial officer of the Company, certifying to certain identified financial information incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus.
 (k) The Company shall have furnished to the Representative such further certificates and
documents confirming the representations and warranties, covenants and conditions contained herein and related matters as the Representative may reasonably have requested.

 If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement
to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative by notifying the Company of such termination in writing at or prior to the Closing Date.

 In such event, the Company, the Subsidiary Guarantors and the Underwriters shall not be under any obligation to each other (except to the
extent provided in Sections 5 and 8 hereof).
 7. C ONDITIONS OF THE
O BLIGATIONS OF THE C OMPANY .
 The obligations of the Company to sell and
deliver the Securities required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued and be in
effect or proceedings therefor initiated or threatened.

 26

 8. I NDEMNIFICATION AND C ONTRIBUTION .
 (a) The Company and each of the Subsidiary Guarantors jointly and
severally agree:
 (1) to indemnify and hold harmless each Underwriter, the directors and officers of each Underwriter, each
selling agent of any Underwriter, each affiliate of any Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which such Underwriter, such affiliate or any such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or
supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact necessary
to make the statements therein not misleading in the light of the circumstances under which they were made; provided, however, that the Company and each of the Subsidiary Guarantors will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the
Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to any Underwriters furnished to the Company in writing by or through the Representative specifically for use therein, it being
understood and agreed that the only such information furnished consists of the information described in Section 8(b); and

 (2) to reimburse each Underwriter, each Underwriter’s directors and officers, each selling agent of any Underwriter, each
affiliate of any Underwriter and each such controlling person upon demand for any legal or other out-of-pocket expenses reasonably incurred by such Underwriter, such
affiliate or such controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Securities,
whether or not such Underwriter, director, officer, selling agent, affiliate or controlling person is a party to any action or proceeding. In the event that it is finally judicially determined that the Underwriters were not entitled to receive
payments for legal and other expenses pursuant to this subparagraph, the Underwriters will promptly return all sums that had been advanced pursuant hereto. This indemnity agreement in this Section 8(a) will be in addition to any liability which
the Company and the Subsidiary Guarantors may otherwise have.

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 (b) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of the Subsidiary Guarantors, each of their respective directors, each of their respective officers who have signed the Registration Statement, and each person, if any, who controls the Company or any Subsidiary Guarantor
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, any Subsidiary Guarantor or any such director, officer or controlling person may become
subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement
thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing
Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were
made; and will reimburse any legal or other expenses reasonably incurred by the Company, any Subsidiary Guarantor or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage,
liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the
Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information relating to such Underwriter furnished to the
Company by or through the Representative specifically for use therein, it being understood and agreed that the only such written information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: (i) the fourth
paragraph, (ii) the third and fourth sentences of the sixth paragraph, (iii) the eighth paragraph, (iv) the first, fifth, sixth, seventh, eighth and ninth sentences of the ninth paragraph and (v) the tenth paragraph, in each
case, under the caption “Underwriting” in the Prospectus. In the event that it is finally judicially determined that the Company and the Subsidiary Guarantors were not entitled to receive payments for legal and other expenses pursuant to
this subparagraph, the Company and the Subsidiary Guarantors will promptly return all sums that had been advanced pursuant hereto. This indemnity agreement in this Section 8(b) will be in addition to any liability which such Underwriter may
otherwise have.

 28

 (c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 8, such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the
“ indemnifying party ”) in writing. No indemnification provided for in Section 8(a) or (b) shall be available to any party who shall fail to give notice as provided in this Section 8(c) if and to the extent that the
party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party
or parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 8(a) or (b). In case any such proceeding shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the indemnified party, reasonably
incurred, in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to assume
the defense and employ counsel acceptable to the indemnified party within a reasonable period of time after notice of commencement of the action. Such firm shall be designated in writing by the Representative in the case of parties indemnified
pursuant to Section 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying
party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder
(whether or not any indemnified party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising
out of such claim, action or proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

 29

 (d) To the extent the indemnification provided for in this Section 8
is unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Subsidiary Guarantors on the one hand, and the Underwriters on the other, from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the
Company and the Subsidiary Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as
well as any other relevant equitable considerations. The relative benefits received by the Company and the Subsidiary Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, as provided in this Agreement, bear to
the aggregate offering price of the Securities. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company and the Subsidiary Guarantors on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.
 The Company, the Subsidiary Guarantors and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this
Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the

 30

Securities purchased by such Underwriter and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 8(d) to contribute are several in proportion to their respective underwriting obligations and not joint.

 (e) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing
Prospectus, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the jurisdiction of any court having jurisdiction over any other contributing
party, agrees that process issuing from such court may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such
proceeding in which such other contributing party is a party.
 (f) Any losses, claims, damages, liabilities or expenses
for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 shall remain operative and in full force and effect, regardless of any termination of this Agreement. A successor to any Underwriter, its directors or officers, any person
controlling any Underwriter or any selling agent or affiliate of any Underwriter, or to the Company or any Subsidiary Guarantor, its or their directors or officers, or any person controlling the Company or any Subsidiary Guarantor, shall be entitled
to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.
 (g) The
remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

 9. D EFAULT BY U NDERWRITERS .

 If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Securities which such Underwriter has agreed to
purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other
Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the principal amount of the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during
such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the principal amount of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then the Company
shall be entitled to a further period of 36 hours within which to

 31

procure another party or parties satisfactory to you to purchase such principal amount of the Securities on such terms. If, after giving effect to any arrangements for the purchase of Securities
by a defaulting Underwriter by you and the Company provided above, the aggregate principal amount of Securities with respect to which such default shall occur does not exceed 10% of the aggregate principal amount of the Securities to be purchased on
the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective principal amount of Securities which they are obligated to purchase hereunder, to purchase the Securities which such defaulting Underwriter or
Underwriters failed to purchase. If, after giving effect to any arrangements for the purchase of the Securities by a defaulting Underwriter by you and the Company provided above, the aggregate principal amount of Securities with respect to which
such default shall occur exceeds 10% of the aggregate principal amount of the Securities to be purchased on the Closing Date, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the
extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Representative or the Company shall have the right to postpone the Closing Date for a period not
exceeding seven days in order that the required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person
substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

 10. N OTICES .
 All
communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or telegraphed and confirmed as follows: if to the Underwriters, to J.P. Morgan Securities LLC, 270 Park Avenue, New York,
New York 10017, Facsimile: +1 212-270-1063, Attention: Brandon Mallette; if to the Company or any Subsidiary Guarantor, to the address of the Company set forth
in the Prospectus, Attention: Secretary.
 11. T ERMINATION .

 This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date if any of the following has
occurred: (i) since the date as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, there has been (A) any change in the capital stock (other than issuances pursuant to equity
incentive plans) or increase in long-term debt of the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or (B) any material adverse change, or any
development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or
contemplated in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of clause (A) or (B), the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with
the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Prospectus, (ii) since the Applicable Time there has been any outbreak or escalation of
hostilities or declaration of war or national

 32

emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak,
escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, materially impair the investment quality of the Securities, or (iii) since the Applicable Time there has been
a suspension of trading in securities generally on the New York Stock Exchange or The Nasdaq Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange,
(iv) since the Applicable Time there has been a declaration of a banking moratorium by United States or New York State authorities, (v) since the Applicable Time (A) there has been any downgrading in the rating accorded the
Company’s debt securities by Moody’s or S&P, or (B) either Moody’s or S&P, or both, have publicly announced that they have under surveillance or review, with possible negative implications, their rating of any of the
Company’s debt securities or (vi) since the Applicable Time there has been the suspension of trading of any securities issued or guaranteed by the Company by the Nasdaq Global Select Market, the Commission, or any other governmental or
regulatory authority; or (b) as provided in Sections 6 and 9 of this Agreement.
 12. S UCCESSORS .

 This Agreement has been and is made solely for the benefit of the Underwriters and the Company and the Subsidiary Guarantors and their
respective successors, executors, administrators, heirs and assigns, and the selling agents and affiliates, officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser
of any of the Securities from any Underwriter shall be deemed a successor or assign merely because of such purchase.
 13.
 M ISCELLANEOUS .
 (a) The reimbursement, indemnification and contribution agreements contained in this
Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of
the Company, any Subsidiary Guarantor or its directors or officers and (ii) delivery of and payment for the Securities under this Agreement or any termination of this Agreement.

 (b) The Company and each Subsidiary Guarantor acknowledges and agrees that the Representative and the other Underwriters are
acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of the Securities and the Guarantees contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, any Subsidiary Guarantor or any other person. Additionally, neither the Representative nor any other Underwriter is advising the
Company, the Subsidiary Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any

 33

jurisdiction. The Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and
appraisal of the transactions contemplated hereby, and the Representative and the other Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantors with respect to the matters covered by this paragraph. Any
review by the Representative and the other Underwriters of the Company, the Subsidiary Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative and
the other Underwriters and shall not be on behalf of the Company, the Subsidiary Guarantors or any other person.
 (c) This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including any electronic
signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
 (d) This Agreement
and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation,
 Section 5-1401 of the New York General Obligations Law.
 (e) The Company
and each of the Subsidiary Guarantors hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. The Company and each of the Subsidiary Guarantors waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and
each of the Subsidiary Guarantors agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Subsidiary Guarantor, as applicable, and may be enforced in any court
to the jurisdiction of which Company and each Subsidiary Guarantor, as applicable, is subject by a suit upon such judgment.

 34

 (f) The Underwriters, on the one hand, and the Company (on its own behalf
and, to the extent permitted by law, on behalf of its stockholders) and the Subsidiary Guarantors, on the other hand, waive any right to trial by jury in any action, claim, suit or proceeding with respect to your engagement as underwriters or your
role in connection herewith.
 (g) No amendment or waiver of any provision of this Agreement, nor any consent or approval
to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

 (h) In accordance with the requirements of the USA Patriot Act (Title III of Pub. L.
 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Subsidiary
Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

 (i) (i) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding
under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 (ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights
could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 (iii) As used in this Section 13(h):

 (A) “ BHC Act Affiliate ” has the meaning assigned to the term “affiliate” in, and shall be
interpreted in accordance with, 12 U.S.C. § 1841(k).
 (B) “ Covered Entity ” means any of the
following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 35

 (C) “ Default Right ” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 (D)
“ U.S. Special Resolution Regime ” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the
regulations promulgated thereunder.
 (j) Notwithstanding and to the exclusion of any other term of this Agreement or any
other agreements, arrangements, or understanding between the parties hereto and Standard Chartered Bank (the “ UK Bail-in Party ”), each of the other parties acknowledges and accepts that a UK
 Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts,
and agrees to be bound by:
 (i) the effect of the exercise of UK Bail-in Powers by
the relevant UK resolution authority in relation to any UK Bail-in Liability of the UK Bail-in Party to the other parties under this Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof:
 (A) the reduction of all, or a portion, of
the UK Bail-in Liability or outstanding amounts due thereon;
 (B) the conversion
of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the UK Bail-in Party or another person, and the issue to or
conferral on the other parties hereto of such shares, securities or obligations;
 (C) the cancellation of the UK Bail-in Liability; and
 (D) the amendment or alteration of any interest, if applicable,
thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

 (ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect
to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

 (iii) For the purposes of this Section: “ UK Bail-in Legislation ”
means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than
through liquidation, administration or other insolvency proceedings).

 36

 “ UK Bail-in
Liability ” means a liability in respect of which the UK Bail-in Powers may be exercised.

 “ UK Bail-in Powers ” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of
such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to
have effect as if a right had been exercised under it or to suspend any obligation in respect of such liability.

 37

 If the foregoing letter is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Subsidiary Guarantors and the several Underwriters in accordance with its terms effective as of the date first above written.

 Very truly yours,

 THE GOODYEAR TIRE & RUBBER COMPANY

  

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 Signature page to
Underwriting Agreement

 SUBSIDIARY GUARANTORS

 CELERON CORPORATION

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 COOPER INTERNATIONAL HOLDING CORPORATION

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Treasurer

 COOPER TIRE & RUBBER COMPANY LLC

  

 By: THE GOODYEAR TIRE & RUBBER COMPANY, its sole member

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 COOPER TIRE & RUBBER COMPANY VIETNAM HOLDING, LLC

 By: THE GOODYEAR TIRE & RUBBER COMPANY, its sole member

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 Signature page to
Underwriting Agreement

 COOPER TIRE HOLDING COMPANY

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Treasurer

 DIVESTED COMPANIES HOLDING COMPANY

 By:

 /s/ Jordan Coughlin

  

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 By:

 /s/ Daniel T. Young

 Name: Daniel T.
Young

 Title: Secretary

 DIVESTED LITCHFIELD PARK PROPERTIES, INC.

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 By:

 /s/ Daniel T. Young

 Name: Daniel T. Young

 Title: Secretary

 GOODYEAR CANADA INC.

 By:

 /s/ S. Mark Pillow

 Name: S. Mark Pillow

 Title: President

 Signature page to
Underwriting Agreement

 By:

 /s/ Paul C. Christou

 Name: Paul C. Christou

 Title: Comptroller

 GOODYEAR EXPORT INC.

 By:

 /s/ Jordan Coughlin

  

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 GOODYEAR FARMS, INC.

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 GOODYEAR INTERNATIONAL CORPORATION

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 GOODYEAR WESTERN HEMISPHERE CORPORATION

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 MAX-TRAC TIRE CO., INC.

 By:

 /s/ Fabio Carvalho

 Name: Fabio Carvalho

 Title: Vice President and Chief Financial Officer

 Signature page to
Underwriting Agreement

 RABEN TIRE CO., LLC

 By: THE GOODYEAR TIRE & RUBBER COMPANY, its sole member

 By:

 /s/ Fabio Carvalho

 Name: Fabio Carvalho

 Title: Chief Financial Officer

 T&WA, Inc.

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 WINGFOOT BRANDS LLC

 By: THE GOODYEAR TIRE & RUBBER COMPANY, its managing member

  

 By:

 /s/ Jordan Coughlin

 Name: Jordan Coughlin

 Title: Vice President and Treasurer

 Signature page to
Underwriting Agreement

 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

 J.P. MORGAN SECURITIES LLC

 For itself and as Representative of the several

 Underwriters listed on Schedule I

  

 By:

 /s/ James Wechsler

 Name: James Wechsler

 Title: Vice President

 Signature page to
Underwriting Agreement

 SCHEDULE I

 S CHEDULE OF U NDERWRITERS

 Underwriter

 Principal Amount of
 Securities to be Purchased

 J.P. Morgan Securities LLC

 $
 178,500,000

 BofA Securities, Inc.

 $
 84,000,000

 Citigroup Global Markets Inc.

 $
 84,000,000

 Fifth Third Securities, Inc.

 $
 73,500,000

 MUFG Securities Americas Inc.

 $
 73,500,000

 BNP Paribas Securities Corp.

 $
 63,000,000

 Goldman Sachs & Co. LLC

 $
 63,000,000

 RBC Capital Markets, LLC

 $
 63,000,000

 Credit Agricole Securities (USA) Inc.

 $
 52,500,000

 Deutsche Bank Securities Inc.

 $
 52,500,000

 PNC Capital Markets LLC

 $
 42,000,000

 Capital One Securities, Inc.

 $
 31,500,000

 CIBC World Markets Corp.

 $
 31,500,000

 Santander US Capital Markets LLC

 $
 31,500,000

 Citizens JMP Securities, LLC

 $
 21,000,000

 HSBC Securities (USA) Inc.

 $
 21,000,000

 Huntington Securities, Inc.

 $
 21,000,000

 KeyBanc Capital Markets Inc.

 $
 21,000,000

 U.S. Bancorp Investments, Inc.

 $
 21,000,000

 Regions Securities LLC

 $
 10,500,000

 Standard Chartered Bank

 $
 10,500,000

 Total

 $
 1,050,000,000

 SCHEDULE II

 Filed Pursuant to Rule 433

 Registration No. 333-287633

 June 1, 2026
 THE GOODYEAR
TIRE & RUBBER COMPANY
 $1,050,000,000 8.875% Senior Notes due 2032

 Pricing Term Sheet
 The
information in this pricing term sheet should be read together with (i) the preliminary prospectus supplement (the “Preliminary Prospectus Supplement”), dated June 1, 2026, as filed with the Securities and Exchange Commission
(the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and (ii) the related base prospectus dated May 29, 2025, included in the Registration Statement (File No. 333-287633), in each case,
including the documents incorporated by reference therein.

 Issuer:

 The Goodyear Tire & Rubber Company

 Security:

 8.875% Senior Notes due 2032 (the “Notes”)

 Maturity:

 July 15, 2032

 Face Amount:

 $1,050,000,000 (upsized from 750,000,000)

 Gross Proceeds:

 $1,050,000,000

 Gross Spread:

 1.00%

 Net Proceeds exclusive of accrued interest (after deducting underwriting discounts and commissions but before offering expenses):

 $1,039,500,000

 Coupon:

 8.875%

 Offering Price:

 100.000% plus accrued interest, if any, from June 4, 2026

 Yield:

 8.875%

 Trade Date:

 June 1, 2026

 Settlement Date*:

 June 4, 2026 (T+3)

 Interest Payment Dates:

 January 15 and July 15, beginning January 15, 2027

 Record Dates:

 January 1 and July 1

 Optional Redemption:

 On or after:

 Price:

 July 15, 2029

 104.438%

 July 15, 2030

 102.219%

 July 15, 2031 and thereafter

 100.000%

 Make-Whole:

 Make-whole call @ T + 50 bps prior to July 15, 2029

 Equity Clawback:

 35% at 108.875% prior to July 15, 2029

 Spread to Treasury:

 +461 bps

 Reference Treasury:

 UST 4.000% due June 30, 2032

 Underwriters:

 J.P. Morgan Securities LLC
 BofA
Securities, Inc.
 Citigroup Global Markets Inc.
 Fifth Third
Securities, Inc.
 MUFG Securities Americas Inc.
 BNP Paribas
Securities Corp.
 Goldman Sachs & Co. LLC
 RBC Capital
Markets, LLC
 Credit Agricole Securities (USA) Inc.
 Deutsche
Bank Securities Inc.
 PNC Capital Markets LLC
 Capital One
Securities, Inc.
 CIBC World Markets Corp.
 Santander US
Capital Markets LLC
 Citizens JMP Securities, LLC
 HSBC
Securities (USA) Inc.
 Huntington Securities, Inc.
 KeyBanc
Capital Markets Inc.
 U.S. Bancorp Investments, Inc.
 Regions
Securities LLC
 Standard Chartered Bank

 CUSIP/ISIN:

 382550BT7/US382550BT77

 2

 ***

 Changes to the Preliminary Prospectus Supplement

 1.
 The aggregate principal amount of the Notes to be issued in this offering has increased from $750,000,000 to
$1,050,000,000.

 2.
 The following text shall replace the first paragraph under the heading “Use of Proceeds” in the
Preliminary Prospectus Supplement:

 We intend to use the net proceeds from this offering to repay, redeem or repurchase
our outstanding 4.875% Notes and our outstanding 7.625% Notes at or prior to their respective maturity on March 15, 2027. Any remaining net proceeds will be used for general corporate purposes. Pending the repayment, redemption or repurchase of
the 2027 Notes, we intend to temporarily apply a portion of the net proceeds from this offering to repay outstanding balances under our first lien revolving credit facility, our European revolving credit facility, our Mexican credit facility, and
certain other smaller facilities.

 3.
 Additional conforming changes are made throughout the Preliminary Prospectus Supplement to reflect the changes
described above.

 ***

 The Issuer has filed a registration statement (including a prospectus and the related Preliminary Prospectus Supplement) with the SEC for
the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC for more complete
information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send
you the Preliminary Prospectus Supplement and the accompanying prospectus if you request it by calling J.P. Morgan Securities LLC collect at
 1-212-834-4533.

 *
 Under Rule 15c6-1 under the Exchange Act, as amended, trades in the
secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the first business day before delivery of the Notes
hereunder will be required, by virtue of the fact that the Notes initially will settle T+3, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the
Notes prior to the first business day before delivery of the Notes hereunder should consult their advisors.

 3

 SCHEDULE III

 The pricing term sheet substantially in the form set forth on Schedule II hereto.

EX-4.2 · d113133dex42.htm

EX-4.2
 3
 d113133dex42.htm
 EX-4.2

 Exhibit 4.2

 The Goodyear Tire &
Rubber Company
 8.875% Senior Notes due 2032

 THIRTEENTH
 SUPPLEMENTAL

 INDENTURE
 Dated as of
June 4, 2026
 TO THE INDENTURE

 Dated as of August 13, 2010

 Computershare Trust Company, N.A.,

 as Trustee

 CROSS-REFERENCE TABLE

 TIA
Section

 Supplemental
Indenture
Section

 310(a)(1)

 7.10

 (a)(2)

 7.10

 (a)(3)

 N.A.

 (a)(4)

 N.A.

 (a)(5)

 7.10

 (b)

 7.08; 7.10

 (c)

 N.A.

 311(a)

 7.11

 (b)

 7.11

 (c)

 N.A.

 312(a)

 2.05

 (b)

 11.03

 (c)

 11.03

 313(a)

 7.06

 (b)(1)

 N.A.

 (b)(2)

 7.06

 (c)

 11.02

 (d)

 7.06

 314(a)

 4.02; 4.08; 11.02

 (b)

 N.A.

 (c)(1)

 11.04

 (c)(2)

 11.04

 (c)(3)

 N.A.

 (d)

 N.A.

 (e)

 11.05

 (f)

 4.09

 315(a)

 7.01

 (b)

 7.05; 11.02

 (c)

 7.01

 (d)

 7.01

 (e)

 6.11

 316(a)(last sentence)

 11.06

 (a)(1)(A)

 6.05

 (a)(1)(B)

 6.04

 (a)(2)

 N.A.

 (b)

 6.07

 317(a)(1)

 6.08

 (a)(2)

 6.09

 (b)

 2.04

 318(a)

 11.01

 N.A. means Not Applicable.

 Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Supplemental Indenture.

 TABLE OF CONTENTS

 Page

 ARTICLE 1

 Application of Supplemental Indenture and Creation of Notes;

 Definitions and Incorporation by Reference

 SECTION 1.01. Application of this Supplemental Indenture

 1

 SECTION 1.02. Effect of Supplemental Indenture

 2

 SECTION 1.03. Definitions

 3

 SECTION 1.04. Other Definitions

 19

 SECTION 1.05. Incorporation by Reference of Trust Indenture Act

 20

 SECTION 1.06. Rules of Construction

 20

 ARTICLE 2

 The Notes

 SECTION 2.01. Form and Dating

 21

 SECTION 2.02. Execution and Authentication

 21

 SECTION 2.03. Registrar and Paying Agent

 22

 SECTION 2.04. Paying Agent To Hold Money in Trust

 23

 SECTION 2.05. Lists of Holders of Notes

 23

 SECTION 2.06. Transfer and Exchange

 24

 SECTION 2.07. Replacement Notes

 24

 SECTION 2.08. Outstanding Notes

 25

 SECTION 2.09. Temporary Notes

 25

 SECTION 2.10. Cancellation

 25

 SECTION 2.11. Defaulted Interest

 25

 SECTION 2.12. CUSIP Numbers and ISINs

 26

 SECTION 2.13. Issuance of Additional Notes

 26

 ARTICLE 3

 Redemption

 SECTION 3.01. Notices to Trustee

 26

 SECTION 3.02. Selection of Notes to Be Redeemed

 27

 SECTION 3.03. Notice of Redemption

 27

 SECTION 3.04. Effect of Notice of Redemption

 28

 SECTION 3.05. Deposit of Redemption Price

 28

 SECTION 3.06. Notes Redeemed in Part

 28

 i

 ARTICLE 4

 Covenants

 SECTION 4.01. Payment of Notes

 28

 SECTION 4.02. SEC Reports

 29

 SECTION 4.03. Change of Control Triggering Event

 30

 SECTION 4.04. Limitation on Liens

 30

 SECTION 4.05. Limitation on Sale/Leaseback Transactions

 31

 SECTION 4.06. Future Subsidiary Guarantors

 31

 SECTION 4.07. Fall Away of Future Subsidiary Guarantors Covenant

 32

 SECTION 4.08. Compliance Certificate

 33

 SECTION 4.09. Further Instruments and Acts

 33

 ARTICLE 5

 Successor Company

 SECTION 5.01. When Company May Merge or Transfer Assets

 33

 ARTICLE 6

 Defaults and Remedies

 SECTION 6.01. Events of Default

 34

 SECTION 6.02. Acceleration

 36

 SECTION 6.03. Other Remedies

 37

 SECTION 6.04. Waiver of Past Defaults

 37

 SECTION 6.05. Control by Majority

 37

 SECTION 6.06. Limitation on Suits

 38

 SECTION 6.07. Rights of Holders to Receive Payment

 38

 SECTION 6.08. Collection Suit by Trustee

 38

 SECTION 6.09. Trustee May File Proofs of Claim

 38

 SECTION 6.10. Priorities

 39

 SECTION 6.11. Undertaking for Costs

 39

 SECTION 6.12. Waiver of Stay or Extension Laws

 39

 ARTICLE 7

 Trustee

 SECTION 7.01. Duties of Trustee

 39

 SECTION 7.02. Rights of Trustee

 41

 SECTION 7.03. Individual Rights of Trustee

 42

 SECTION 7.04. Trustee’s Disclaimer

 43

 SECTION 7.05. Notice of Defaults

 43

 SECTION 7.06. Reports by Trustee to Holders

 43

 ii

 SECTION 7.07. Compensation and Indemnity

 43

 SECTION 7.08. Replacement of Trustee

 44

 SECTION 7.09. Successor Trustee by Merger

 45

 SECTION 7.10. Eligibility; Disqualification

 45

 SECTION 7.11. Preferential Collection of Claims Against Company

 46

 ARTICLE 8

 Discharge of Supplemental Indenture; Defeasance

 SECTION 8.01. Discharge of Liability on Notes; Defeasance

 46

 SECTION 8.02. Conditions to Defeasance

 47

 SECTION 8.03. Application of Trust Money

 48

 SECTION 8.04. Repayment to Company

 48

 SECTION 8.05. Indemnity for Government Obligations

 48

 SECTION 8.06. Reinstatement

 48

 ARTICLE 9

 Amendments

 SECTION 9.01. Without Consent of Holders

 49

 SECTION 9.02. With Consent of Holders

 50

 SECTION 9.03. Compliance with Trust Indenture Act

 51

 SECTION 9.04. Revocation and Effect of Consents and Waivers

 51

 SECTION 9.05. Notation on or Exchange of Notes

 51

 SECTION 9.06. Trustee To Sign Amendments

 51

 SECTION 9.07. Payment for Consent

 52

 ARTICLE 10

 Subsidiary Guarantees

 SECTION 10.01. Guarantees

 52

 SECTION 10.02. Limitation on Liability

 53

 SECTION 10.03. Successors and Assigns

 53

 SECTION 10.04. No Waiver

 53

 SECTION 10.05. Modification

 54

 SECTION 10.06. Release of Subsidiary Guarantor

 54

 SECTION 10.07. Contribution

 55

 ARTICLE 11

 Miscellaneous

 SECTION 11.01. Trust Indenture Act Controls

 55

 SECTION 11.02. Notices

 55

 SECTION 11.03. Communication by Holders with Other Holders

 56

 iii

 SECTION 11.04. Certificate and Opinion as to Conditions Precedent

 56

 SECTION 11.05. Statements Required in Certificate or Opinion

 57

 SECTION 11.06. When Notes Disregarded

 57

 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar

 57

 SECTION 11.08. Legal Holidays

 57

 SECTION 11.09. Governing Law; Jury Trial Waiver

 57

 SECTION 11.10. No Recourse Against Others

 58

 SECTION 11.11. Successors

 58

 SECTION 11.12. Multiple Originals; Electronic Signatures

 58

 SECTION 11.13. Table of Contents; Headings

 59

 SECTION 11.14. Ratification of Base Indenture

 59

 SECTION 11.15. Consent to Jurisdiction

 59

 SECTION 11.16. U.S.A. Patriot Act

 59

 Appendix A

 Provisions Relating to Notes

 Exhibit 1

 – 

 Form of Note

 Exhibit 2

 – 

 Form of Supplemental Indenture

 iv

 THIRTEENTH SUPPLEMENTAL INDENTURE dated as of June 4, 2026 to the
Indenture dated as of August 13, 2010, among The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors listed on the signature pages hereto and Computershare Trust Company, N.A., as successor to Wells Fargo
Bank, N.A., a national banking association, as Trustee.
 WHEREAS, the Company and the Subsidiary Guarantors have executed and delivered to
the Trustee the Base Indenture providing for the issuance from time to time of one or more series of Securities;
 WHEREAS,
Section 9.01 of the Base Indenture provides for the Company, the Subsidiary Guarantors and the Trustee to enter into a supplemental indenture to the Base Indenture without notice to or the consent of any Holders to establish the forms or terms
of Securities of any series issued thereunder as permitted by Section 2.01 and Section 2.02 of the Base Indenture;
 WHEREAS,
pursuant to Section 2.02 of the Base Indenture, the Company wishes to provide for the issuance of the Notes, the forms and terms of the Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental
Indenture; and
 WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements
necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes and the Subsidiary Guarantees, when the Notes are executed by the Company and authenticated and delivered
by the Trustee, the valid, binding and enforceable obligations of the Company and the Subsidiary Guarantors, have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;

 NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 ARTICLE 1

 Application of Supplemental Indenture and Creation of Notes;

 Definitions and Incorporation by Reference

 SECTION 1.01. Application of this Supplemental Indenture . Notwithstanding any other provision of this Supplemental Indenture, the
provisions of this Supplemental Indenture, including as provided in Section 1.02, and any amendments or modifications to the terms of the Base Indenture made herein, are expressly and solely for the benefit of the Holders (and not for the
benefit of any other Series of Securities (as defined in the Base Indenture)). The Notes constitute a series of Securities as provided in Section 2.01 of the Base Indenture. Unless otherwise expressly specified, references in this Supplemental
Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Supplemental Indenture, and not the Base Indenture or any other document. All the Notes issued under this Supplemental Indenture shall be
treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

 The Notes shall constitute a Series of Securities (as defined in the Base Indenture) having
the title “8.875% Senior Notes due 2032”. The initial aggregate principal amount of the Notes is $1,050,000,000. Additional Notes may be issued as provided for in Section 2.13 hereof. The Notes shall have the terms
provided for in this Supplemental Indenture and set forth in Appendix A and Exhibit 1. The Notes shall be substantially in the form of Exhibit 1.

 SECTION 1.02. Effect of Supplemental Indenture . With respect to the Notes only, the Base Indenture shall be supplemented pursuant to
Section 9.01 thereof to establish the terms of the Notes as set forth in this Supplemental Indenture, including as follows:
 (a)
 Definitions . The definitions and other provisions of general application set forth in Article 1 of the Base Indenture are deleted and replaced in their entirety by the provisions of Sections 1.03, 1.04, 1.05 and 1.06 of this Supplemental
Indenture;
 (b) The Notes . The provisions of Article 2 of the Base Indenture are deleted and replaced in their entirety by the
provisions of Article 2 of this Supplemental Indenture;
 (c) Redemption . The provisions of Article 3 of the Base Indenture are
deleted and replaced in their entirety by the provisions of Article 3 of this Supplemental Indenture;
 (d) Covenants . The
provisions of Article 4 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article 4 of this Supplemental Indenture;

 (e) Successors . The provisions of Article 5 of the Base Indenture are deleted and replaced in their entirety by the provisions of
Article 5 of this Supplemental Indenture;
 (f) Defaults and Remedies . The provisions of Article 6 of the Base Indenture are deleted
and replaced in their entirety by the provisions of Article 6 of this Supplemental Indenture;
 (g) Trustee . The provisions of
Article 7 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article 7 of this Supplemental Indenture;

 (h) Discharge of Indenture; Defeasance . The provisions of Article 8 of the Base Indenture are deleted and replaced in their entirety by
the provisions of Article 8 of this Supplemental Indenture;
 (i) Amendments . The provisions of Article 9 of the Base Indenture are
deleted and replaced in their entirety by the provisions of Article 9 of this Supplemental Indenture;
 (j) Subsidiary Guarantors .
The provisions of Article 10 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article 10 of this Supplemental Indenture; and

 2

 (k) Miscellaneous . The provisions of Article 11 of the Base Indenture are deleted and
replaced in their entirety by the provisions of Article 11 of this Supplemental Indenture.
 To the extent that the provisions of this
Supplemental Indenture (including those referred to in clauses (a) through (k) above) conflict with any provision of the Base Indenture, the provisions of this Supplemental Indenture shall govern and be controlling solely with respect to the
Notes.
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the
Notes:
 SECTION 1.03. Definitions . For all purposes of this Supplemental Indenture, the following terms shall have the following
meanings:
 “2017 Indenture” means the Base Indenture, as supplemented by the Sixth Supplemental Indenture dated as of
March 7, 2017, among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee.

 “2021 April Indentures” means (i) the Base Indenture, as supplemented by the Eighth Supplemental Indenture dated as of
April 6, 2021, among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, and (ii) the Base Indenture, as supplemented by the Ninth Supplemental
Indenture dated as of April 6, 2021, among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee.

 “2021 Euro Indenture” means the indenture dated as of September 28, 2021, among Goodyear Europe B.V., the Company, the
subsidiary guarantors party thereto, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and transfer agent.

 “2021 May Indentures” means (i) the Base Indenture, as supplemented by the Tenth Supplemental Indenture dated as of
May 18, 2021, among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, and (ii) the Base Indenture, as supplemented by the Eleventh Supplemental
Indenture dated as of May 18, 2021, among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee.

 “2025 Indenture” means the Base Indenture, as supplemented by the Twelfth Supplemental Indenture dated as of June 3, 2025,
among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee.

 “Additional Assets” means:

 (1)
 any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Subsidiary;

 3

 (2)
 the Capital Stock of a Person that becomes a Subsidiary as a result of the acquisition of such Capital Stock by
the Company or another Subsidiary; or

 (3)
 Capital Stock constituting a minority interest in any Person that at such time is a Subsidiary;

 provided , however , that any such Subsidiary described in clauses (2) or (3) above is primarily engaged in a
Permitted Business.
 “Additional Notes” means Notes issued under this Supplemental Indenture after the Closing Date and in
compliance with Sections 2.13 and 4.04, it being understood that any Notes issued in exchange for or replacement of any Note issued on the Closing Date shall not be an Additional Note.

 “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 “Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of DTC that apply to such payment, tender, redemption, transfer or exchange.

 “Attributable Debt” means, with respect to any Sale/Leaseback Transaction that does not result in a Finance Lease Obligation, the
present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been
extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of:

 (1)
 the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in
which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated), and

 (2)
 the Attributable Debt determined assuming no such termination.

 “Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

 (1)
 the sum of the products of the number of years from the date of determination to the dates of each successive
scheduled principal payment of such Indebtedness multiplied by the amount of such payment by

 (2)
 the sum of all such payments.

 4

 “Base Indenture” means the Indenture, dated as of August 13, 2010, as
amended or supplemented from time to time, among the Company, the Subsidiary Guarantors and the Trustee.
 “Board of Directors”
means the board of directors of the Company or any committee thereof duly authorized to act on behalf of the board of directors of the Company.

 “Business Day” means each day which is not a Legal Holiday.

 “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests (however designated) in equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.

 “Change of Control” means the occurrence of any of the following:

 (1)
 any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have
“beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of
the Voting Stock of the Company;

 (2)
 the adoption of a plan relating to the liquidation or dissolution of the Company; or

 (3)
 the sale of all or substantially all the assets of the Company (as determined on a Consolidated basis) to
another Person (other than to the Company and/or one or more of its Subsidiaries).

 “Change of Control Triggering
Event” means the occurrence of both a Change of Control and a Rating Event.
 “Closing Date” means June 4, 2026.

 “Code” means the Internal Revenue Code of 1986, as amended.

 “Company” means The Goodyear Tire & Rubber Company, an Ohio corporation, until a successor replaces it and, thereafter,
means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.

 “Consolidated Assets of the Company and Subsidiaries” means, as at the date as of which any determination is being or to be made,
the consolidated total assets of the Company and Subsidiaries as set forth on the consolidated balance sheet of the Company for the then most recently ended fiscal quarter of the Company (which consolidated balance sheet has been filed with the SEC
pursuant to the Exchange Act).

 5

 “Consolidated Net Tangible Assets” means, as of the date of determination, the
Consolidated Assets of the Company and Subsidiaries after deducting therefrom all goodwill and other intangibles, all as set forth on the consolidated balance sheet of the Company for the then most recently ended fiscal quarter of the Company (which
consolidated balance sheet has been filed with the SEC pursuant to the Exchange Act).
 “Consolidation” means, unless the
context otherwise requires, the consolidation of (1) in the case of the Company, the accounts of each of the Subsidiaries with those of the Company and (2) in the case of a Subsidiary (the “Specified Subsidiary”), the accounts
of each Subsidiary of such Specified Subsidiary with those of such Specified Subsidiary, in each case in accordance with GAAP consistently applied; provided , however , that “Consolidation” will not include consolidation of
the accounts of any Excluded Subsidiary, but the interest of the Company or any Subsidiary in an Excluded Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

 “Credit Agreements” means the U.S. Credit Agreements and the European Credit Agreement.

 “Currency Agreement” means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement to which such Person is a party or of which it is a beneficiary.
 “Default” means any event which is,
or after notice or passage of time or both would be, an Event of Default.
 “Disqualified Stock” means, with respect to any
Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

 (1)
 matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

 (2)
 is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or
exchangeable solely at the option of the Company or a Subsidiary; provided , however , that any such conversion or exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable); or

 (3)
 is redeemable at the option of the holder thereof, in whole or in part;

 in the case of each of clauses (1), (2) and (3), on or prior to 180 days after the Stated Maturity of the Notes; provided , however , that
any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or
“change of control” occurring on or prior to the date that is 180 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions
applicable to such Capital Stock are not more favorable in any material respect to the holders of such Capital Stock than the “asset sale” and “change of control” provisions contained in the 2017 Indenture, the 2021 April
Indentures, the 2021 May Indentures, the 2021 Euro Indenture or the

 6

2025 Indenture; provided further , however , that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by
any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such
employee’s termination, retirement, death or disability.
 The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to
this Supplemental Indenture; provided , however , that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the
book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.
 “DTC” means The
Depository Trust Company, its nominees and their respective successors.
 “Equity Offering” means a public or private offering
of Capital Stock (other than Disqualified Stock) of the Company.
 “European Credit Agreement” means the Amended and Restated
Revolving Credit Agreement, dated as of October 12, 2022, among the Company, Goodyear Europe B.V., Goodyear Germany GmbH, Goodyear Operations S.A., the lenders party thereto, J.P. Morgan SE, as Administrative Agent, and JPMorgan Chase Bank,
N.A., as Collateral Agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the
extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Supplemental Indenture, unless otherwise agreed to by the Holders of at
least a majority in aggregate principal amount of Notes at the time outstanding).
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended.
 “Excluded Subsidiary” means any Subsidiary that (i) is an “Unrestricted
Subsidiary” for purposes of each of the Credit Agreements and any Refinancing (or successive Refinancings) of the same, in each case as amended, amended and restated, supplemented, waived or otherwise modified from time to time in accordance
with its terms, and (ii) does not guarantee any Indebtedness under any of the debt facilities or securities described in clause (i).

 “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction as such price is,
unless specified otherwise in this Supplemental Indenture, determined in good faith by a Financial Officer of the Company or by the Board of Directors.

 7

 “Finance Lease Obligations” means an obligation that is required to be
classified and accounted for as a finance lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with
GAAP.
 “Financial Officer” means the Chief Financial Officer, the Treasurer, any Assistant Treasurer or the Chief Accounting
Officer of the Company, or any Senior Vice President or higher ranking executive to whom any of the foregoing report.
 “Fitch”
means Fitch Ratings, Inc., and any successor thereto.
 “Funded Debt” of any Person means, as at any date as of which any
determination thereof is being or to be made, any Indebtedness of such Person that by its terms (i) will mature more than one year after the date it was Incurred by such Person or (ii) will mature one year or less after the date it was
Incurred which at such date of determination may be renewed or extended at the election or option of such Person so as to mature more than one year after such date of determination.

 “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date set
forth in:

 (1)
 the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants,

 (2)
 statements and pronouncements of the Financial Accounting Standards Board,

 (3)
 such other statements by such other entities as approved by a significant segment of the accounting profession,
and

 (4)
 the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma
financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

 All ratios and computations based on GAAP contained in this Supplemental Indenture shall be computed in conformity with GAAP.

 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of
any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

 (1)
 to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other
Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise), or

 8

 (2)
 entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or in part);

 provided , however , that the
term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” means any Person
Guaranteeing any obligation.
 “Guaranteed Obligations” means the principal of and interest, if any, on the Notes when due,
whether at Stated Maturity, by acceleration or otherwise, and all other obligations, monetary or otherwise, of the Company under this Supplemental Indenture and the Notes (including expenses and indemnification).

 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency
Agreement or raw materials hedge agreement.
 “Holder” means the Person in whose name a Note is registered on the
Registrar’s books.
 “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided ,
 however , that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it
becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed
the Incurrence of Indebtedness.
 “Indebtedness” means, with respect to any Person on any date of determination, without
duplication:

 (1)
 the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

 (2)
 the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments;

 (3)
 all obligations of such Person for the reimbursement of any obligor on any letter of credit, bank guarantee,
bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions securing obligations (other than obligations described in
clauses (1), (2) and (5)) entered into in the ordinary course of business of such Person to the extent such letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, bank guarantee, bankers’ acceptance or similar credit transaction);

 9

 (4)
 all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except
Trade Payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

 (5)
 all Finance Lease Obligations and all Attributable Debt of such Person;

 (6)
 the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of
any Disqualified Stock or, with respect to any Subsidiary of such Person, any preferred stock (but excluding, in each case, any accrued and unpaid dividends);

 (7)
 all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person; provided , however , that the amount of Indebtedness of such Person shall be the lesser of:

 (A)
 the Fair Market Value of such asset at such date of determination, and

 (B)
 the amount of such Indebtedness of such other Persons;

 (8)
 Hedging Obligations of such Person; and

 (9)
 all obligations of the type referred to in clauses (1) through (8) of other Persons for the payment of
which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee.

 Notwithstanding the foregoing, in connection with the purchase by the Company or any Subsidiary of any business, the term “Indebtedness” shall
exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;
 provided , however , that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above;
 provided , however , that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

 “Indenture” means the Base Indenture, dated as of August 13, 2010, as amended or supplemented from time to time, together
with this Supplemental Indenture, as amended or supplemented from time to time, among the Company, the Subsidiary Guarantors and the Trustee.

 “Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future
agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is a party or of which
it is a beneficiary.

 10

 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s, BBB- (or the equivalent) by Standard & Poor’s and BBB- (or the equivalent) by Fitch, or an equivalent rating by any other
Rating Agency.
 “Legal Holiday” means a Saturday, Sunday or any other day on which the Trustee or banking institutions in the
State of New York (or in connection with any payment, the place of payment) are not required by applicable law, executive order or regulation to be open.

 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge in the nature of an encumbrance of any kind
(including any conditional sale or other title retention agreement or lease in the nature thereof).
 “Manufacturing
Subsidiary” means a Subsidiary engaged primarily in manufacturing tires or other automotive products (i) that was formed under the laws of the United States of America, any state thereof or the District of Columbia,
(ii) substantially all the assets of which are located within, and substantially all the operations of which are conducted within, any one or more of the states of the United States of America, and (iii) which has assets in excess of 5% of
the total amount of Consolidated Assets of the Company and Subsidiaries, as shown on the consolidated balance sheet for the then most recently ended fiscal quarter of the Company (which consolidated balance sheet has been filed with the SEC pursuant
to the Exchange Act); except that such term shall not include any Subsidiary the principal business of which is financing accounts receivable, leasing, owning and developing real estate, engaging in transportation activities, or engaging in
distribution, sales and related activities.
 “Moody’s” means Moody’s Investors Service, Inc., and any successor
thereto.
 “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance
or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or
sale and net of taxes paid or payable as a result thereof.
 “Notes” means the 8.875% Senior Notes due 2032 issued pursuant to
this Supplemental Indenture.
 “Obligations” means with respect to any Indebtedness, all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness.

 “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer,
the President, any Vice President, the Treasurer, the Secretary, the Comptroller or the Controller of the Company. “Officer” of a Subsidiary Guarantor has a correlative meaning.

 “Officers’ Certificate” means a certificate signed by two Officers.

 11

 “Opinion of Counsel” means a written opinion from legal counsel who may be an
employee of or counsel to the Company or a Subsidiary Guarantor, or other counsel who is acceptable to the Trustee.
 “Permitted
Business” means any business engaged in by the Company or any Subsidiary on the Closing Date and any Related Business.

 “Permitted Liens” means, with respect to any Person:

 (1)
 Liens to secure U.S. Bank Indebtedness in an aggregate principal amount not to exceed $3,500,000,000;

 (2)
 pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness for borrowed money) or leases to which such Person is a party, or deposits to secure public or statutory obligations
of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in
the ordinary course of business;

 (3)
 Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case
for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for
review;

 (4)
 Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

 (5)
 Liens in favor of issuers of surety or performance bonds or letters of credit, bank guarantees, bankers’
acceptances or similar credit transactions issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

 (6)
 survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens
incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of
such Person;

 12

 (7)
 Liens securing Indebtedness for borrowed money Incurred to finance the construction, purchase or lease of, or
repairs, improvements or additions to, property of such Person (including Finance Lease Obligations) and Refinancing Indebtedness in respect thereof; provided , however , that the Lien may not extend to any other property (other than
accessions thereto, proceeds and products thereof and property related to the property being financed or through cross-collateralization of individual financings of equipment provided by the same lender) owned by such Person or any of its
Subsidiaries at the time the Lien is Incurred, and the Indebtedness for borrowed money (other than any interest thereon) secured by the Lien may not be Incurred more than one year after the later of the acquisition, completion of construction,
repair, improvement, addition or commencement of full operation of the property subject to the Lien;

 (8)
 Liens existing on the Closing Date (other than Liens referred to in the foregoing clause (1));

 (9)
 Liens on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of
such Person; provided , however , that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further , however , that such Liens do
not extend to any other property owned by such Person or any of its Subsidiaries, except pursuant to after-acquired property clauses existing in the applicable agreements at the time such Person becomes a Subsidiary which do not extend to property
transferred to such Person by the Company or a Manufacturing Subsidiary;

 (10)
 Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any
acquisition by means of a merger or consolidation with or into such Person or any Subsidiary of such Person; provided , however , that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such
acquisition; provided further , however , that the Liens do not extend to any other property owned by such Person or any of its Subsidiaries;

 (11)
 Liens securing Indebtedness for borrowed money or other obligations of the Company or of a Subsidiary owing to
the Company or to a Subsidiary of the Company;

 (12)
 Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness for
borrowed money secured by any Lien referred to in the foregoing clauses (7), (8), (9) and (10); provided , however , that:

 (A)
 such new Lien shall be limited to all or part of the same property that secured the original Lien (plus
improvements, accessions, proceeds, dividends or distributions in respect thereof), and

 (B)
 the Indebtedness for borrowed money secured by such Lien at such time is not increased to any amount greater
than the sum of:

 (i)
 the outstanding principal amount or, if greater, committed amount of the applicable Indebtedness for borrowed
money secured by Liens described under clauses (7), (8), (9) or (10) hereof at the time the original Lien became a Permitted Lien under this Supplemental Indenture; and

 13

 (ii)
 an amount necessary to pay any fees and expenses, including premiums, related to such Refinancings;

 (13)
 judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may
have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

 (14)
 landlords’ liens on fixtures located on premises leased by the Company or any of its Subsidiaries in the
ordinary course of business;

 (15)
 leases and subleases of real property which do not materially interfere with the ordinary conduct of the
business of the Company and its Subsidiaries; and

 (16)
 other Liens to secure Indebtedness for borrowed money as long as the amount of outstanding Indebtedness for
borrowed money secured by Liens Incurred pursuant to this clause (16), when aggregated with the amount of Attributable Debt outstanding and Incurred in reliance on clause (4) of Section 4.05, does not exceed 12.5% of Consolidated Net
Tangible Assets at the time any such Lien is granted.

 “Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

 “principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is
to become due at the relevant time.
 “Principal Property” means any manufacturing plant or equipment owned by the Company or a
Manufacturing Subsidiary which satisfies each of the following: (a) is used primarily to manufacture tires or other automotive products, (b) is located within any one or more of the states of the United States of America and (c) has a
net book value as set forth on the consolidated balance sheet of the Company for the then most recently ended fiscal quarter of the Company (which consolidated balance sheet has been filed with the SEC pursuant to the Exchange Act) that exceeds 1%
of Consolidated Net Tangible Assets; provided , however , that “Principal Property” shall not include (i) tire retreading plants, facilities or equipment, (ii) manufacturing plants, facilities or equipment which, in
the opinion of the Board of Directors, are not of material importance to the total business conducted by the Company and its Subsidiaries, taken as a whole, or (iii) plants, facilities or equipment which, in the opinion of the Board of
Directors, are used primarily for transportation, distribution, sales or warehousing.
 “Prospectus” means the Prospectus,
dated May 29, 2025, as supplemented by the final Prospectus Supplement, dated June 1, 2026, with respect to the Notes, as supplemented or amended and including all documents incorporated by reference therein.

 14

 “Rating Agency” means Moody’s, Standard & Poor’s and Fitch
or, if any one or more of Moody’s, Standard & Poor’s or Fitch shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company
(as certified by a resolution of the Board of Directors) which shall be substituted for any one or more of Moody’s, Standard & Poor’s or Fitch, as the case may be.

 “Rating Event” means:

 (1) if the Notes are rated below an Investment Grade Rating by each of the three Rating Agencies on the first day of the
Trigger Period, the Notes are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the first day of the Trigger Period (and/or cease to be rated) by at least two of the Rating
Agencies on any date during the Trigger Period;
 (2) if the Notes are rated an Investment Grade Rating by each of the three
Rating Agencies on the first day of the Trigger Period, the Notes are downgraded to below an Investment Grade Rating (i.e., below BBB- or Baa3) (and/or cease to be rated) by at least two of the Rating Agencies
on any date during the Trigger Period; or
 (3) if the Notes are not rated an Investment Grade Rating by each of the three
Rating Agencies and are not rated below an Investment Grade Rating by each of the three Rating Agencies, in each case on the first day of the Trigger Period, and with respect to at least two of the Rating Agencies:

 (A) if the Notes are rated an Investment Grade Rating by such Rating Agency on the first day of the Trigger Period, the Notes
are downgraded to below an Investment Grade Rating (i.e., below BBB- or Baa3) (and/or cease to be rated) by such Rating Agency on any date during the Trigger Period, and

 (B) if the Notes are not rated an Investment Grade Rating by such Rating Agency on the first day of the Trigger Period, the
Notes are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the first day of the Trigger Period (and/or cease to be rated) by such Rating Agency on any date during the Trigger
Period;
 provided that a Rating Event otherwise arising by virtue of a particular downgrade in rating shall not be deemed to have occurred
in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agency making the reduction in rating to which this definition
would otherwise apply does not announce or publicly confirm or inform the Company that the reduction was the result of the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating
Event); provided , further , that, for purposes of clauses (1), (2) and (3) above, (i) in the event that one Rating Agency does not provide a rating of the Notes on the first day of the Trigger Period, such absence of rating shall
not be treated as a downgrade in the rating of the Notes by such Rating Agency and shall instead be treated as an Investment Grade Rating of the Notes by such Rating Agency that is not downgraded during the Trigger Period and (ii) in the event
that more than one Rating Agency

 15

does not provide a rating of the Notes on the first day of the Trigger Period, such absence of rating shall be treated as both a downgrade in the rating of the Notes by at least one rating
category by such Rating Agencies and a downgrade that results in the Notes no longer having an Investment Grade Rating by such Rating Agencies for purposes of clauses (1), (2) and (3) above and shall not be subject to the immediately preceding
proviso.
 “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem,
defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. “Refinanced” and
“Refinancing” shall have correlative meanings.
 “Refinancing Indebtedness” means Indebtedness that is Incurred to
Refinance (including pursuant to any defeasance or discharge mechanism) any Indebtedness of the Company or any Subsidiary existing on the Closing Date or Incurred in compliance with this Supplemental Indenture (including Indebtedness of the Company
or any Subsidiary that Refinances Refinancing Indebtedness); provided , however , that:

 (1)
 the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness
being Refinanced,

 (2)
 the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is
equal to or greater than the Average Life of the Indebtedness being refinanced,

 (3)
 such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if Incurred with original issue
discount, an aggregate issue price) that is equal to or less than the aggregate principal amount of the Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted value) then outstanding (or that would be
outstanding if the entire committed amount of any credit facility being Refinanced were fully drawn) (plus fees and expenses, including any premium and defeasance costs), and

 (4)
 if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing
Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

 provided further , however , that Refinancing Indebtedness shall not include Indebtedness of the Company or a Subsidiary (other than an Excluded
Subsidiary) that Refinances Indebtedness of an Excluded Subsidiary.
 “Related Business” means any business reasonably related,
ancillary or complementary to the businesses of the Company and its Subsidiaries on the Closing Date.

 16

 “Sale/Leaseback Transaction” means an arrangement relating to property, plant or
equipment owned by the Company or a Manufacturing Subsidiary on the Closing Date whereby the Company or a Manufacturing Subsidiary transfers such property to a Person and the Company or such Manufacturing Subsidiary leases it from such Person, other
than (i) leases between the Company and a Subsidiary or between Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or within 180 days after,
the acquisition or completion of construction of such property, plant or equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to finance the cost of
such property, plant or equipment or such improvements, as the case may be.
 “SEC” means the Securities and Exchange
Commission.
 “Securities” means the securities issued under the Base Indenture.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 “Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

 “Standard & Poor’s” means S&P Global Ratings, an S&P Financial Services LLC business, and any successor
thereto.
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on
which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon
the happening of any contingency beyond the control of the issuer unless such contingency has occurred).
 “Subsidiary” of any
Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by:

 (1)
 such Person,

 (2)
 such Person and one or more Subsidiaries of such Person or

 (3)
 one or more Subsidiaries of such Person.

 Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Supplemental Indenture shall refer to a
direct or indirect Subsidiary or Subsidiaries of the Company.
 “Subsidiary Guarantee” means each Guarantee of the Obligations
with respect to the Notes issued by a Subsidiary of the Company pursuant to the terms of this Supplemental Indenture.

 17

 “Subsidiary Guarantor” means any Subsidiary that has issued a Subsidiary
Guarantee.
 “Supplemental Indenture” means this Thirteenth Supplemental Indenture, dated as of June 4, 2026, as amended
or supplemented from time to time, among the Company, the Subsidiary Guarantors and the Trustee.
 “TIA” means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the Closing Date.
 “Trade
Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the
acquisition of goods or services.
 “Trigger Period” means the period commencing on the first public announcement by the
Company of the occurrence of a Change of Control or of the Company’s intention to effect a Change of Control and continuing until the end of the 60-day period following public notice of the occurrence of
such Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

 “Trust Officer” means an officer of the Trustee having direct responsibility for administering this Supplemental Indenture or
another officer of the Trustee to whom a matter arising under this Supplemental Indenture may be referred because of such officer’s expertise.

 “Trustee” means Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., a national banking association, until a
successor replaces it and, thereafter, means the successor.
 “Uniform Commercial Code” means the New York Uniform Commercial
Code as in effect from time to time.
 “U.S. Bank Indebtedness” means any and all amounts payable under or in respect of the
U.S. Credit Agreements and any Refinancing Indebtedness with respect thereto or with respect to such Refinancing Indebtedness, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other amounts payable
thereunder or in respect thereof.
 “U.S. Credit Agreements” means:

 (1) the Amended and Restated First Lien Credit Agreement, dated as of May 19, 2025, among the Company, the lenders party
thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and

 18

 (2) whether or not the agreement referred to in clause (1) remains
outstanding, if designated by the Company to be included in the definition of “U.S. Credit Agreements”, one or more (A) debt facilities providing for revolving credit loans, term loans or letters of credit (including bank guarantees
or bankers’ acceptances) or (B) debt securities, indentures or other forms of capital markets debt financing (including convertible or exchangeable debt instruments), in each case of this clause (2), with the same or different borrowers
or issuers,
 in each case of clauses (1) and (2), each as amended, restated, supplemented, waived, replaced (whether or not upon
termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time.

 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of
the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

 “Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person
then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

 “Wholly Owned Subsidiary” means a Subsidiary of the Company, all the Capital Stock of which (other than directors’
qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.
 SECTION 1.04. Other Definitions .

 Term

 Defined in
Section

 “Appendix A”

 2.01

 “Applicable Premium”

 Exhibit 1

 “Bankruptcy Law”

 6.01

 “Change of Control Offer”

 4.03(b)

 “Change of Control Payment Date”

 4.03(b)(3)

 “covenant defeasance option”

 8.01(b)

 “Custodian”

 6.01

 “Definitive Notes”

 Appendix A

 “Event of Default”

 6.01

 “Exhibit 1”

 2.01

 “Global Notes”

 Appendix A

 “Initial Lien”

 4.04

 “legal defeasance option”

 8.01(b)

 “Paying Agent”

 2.03

 19

 Term

 Defined in
Section

 “PDF”

 2.02

 “Registrar”

 2.03

 “Reversion Date”

 4.07(b)

 “Securities Custodian”

 Appendix A

 “Specified Courts”

 11.15

 “Signature Law”

 11.12

 “Successor Company”

 5.01(a)(1)

 “Suspension Date”

 4.07(a)

 “Suspension Period”

 4.07(b)

 SECTION 1.05. Incorporation by Reference of Trust Indenture Act . This Supplemental Indenture is subject
to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Supplemental Indenture. The following TIA terms have the following meanings:

 “Commission” means the SEC;

 “indenture securities” means the Notes and the Subsidiary Guarantees;

 “indenture security holder” means a Holder;

 “indenture to be qualified” means this Supplemental Indenture;

 “indenture trustee” or “institutional trustee” means the Trustee; and

 “obligor” on the indenture securities means the Company, each Subsidiary Guarantor and any other obligor on the indenture
securities.
 All other TIA terms used in this Supplemental Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule have the meanings assigned to them by such definitions.
 SECTION 1.06. Rules of Construction . Unless
the context otherwise requires:

 (1)
 a term has the meaning assigned to it;

 (2)
 an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

 (3)
 “or” is not exclusive;

 (4)
 “including” means including without limitation;

 (5)
 words in the singular include the plural and words in the plural include the singular;

 20

 (6)
 unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue
of its nature as unsecured Indebtedness;

 (7)
 secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely
because it has a junior priority with respect to the same collateral;

 (8)
 the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

 (9)
 the principal amount of any preferred stock shall be (A) the maximum liquidation value of such preferred
stock or (B) the maximum mandatory redemption or mandatory repurchase price with respect to such preferred stock, whichever is greater; and

 (10)
 all references to the date the Notes were originally issued shall refer to the Closing Date.

 ARTICLE 2

 The Notes
 SECTION 2.01.
 Form and Dating . Provisions relating to the Notes are set forth in Appendix A attached hereto (“Appendix A”) which is hereby incorporated in, and expressly made part of, this Supplemental Indenture. The Notes and the
Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to this Supplemental Indenture (“Exhibit 1”), which is hereby incorporated in and expressly made a part of this Supplemental Indenture.
The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the
Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Appendix A and Exhibit 1 are part of the terms of this Supplemental Indenture. The Notes shall be issuable only in registered form without
interest coupons and only in denominations of $2,000 and whole multiples of $1,000 in excess thereof.
 SECTION 2.02. Execution and
Authentication . Two Officers shall sign the Notes for the Company by manual signature, which may be provided to the Trustee by facsimile or electronically, in portable document format (“PDF”).

 If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.
 A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on
the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture.

 21

 The Trustee (upon receipt of a written order of the Company) shall authenticate and make
available for delivery Notes as set forth in Appendix A.
 The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

 SECTION 2.03. Registrar and Paying Agent . (a) The Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may have one or more co-registrars and one or more additional paying agents; provided , however , that so long as Computershare Trust Company, N.A. shall be the Trustee,
without the consent of the Trustee, there shall be no more than one Registrar or Paying Agent. The term “Paying Agent” includes any additional paying agent.

 The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or
 co-registrar not a party to this Supplemental Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent.

 The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Company may
require a Holder to pay any taxes and fees required by law or permitted by this Supplemental Indenture. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in
the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes for a period of 15 days before an interest payment date. The Holder of a
Note may be treated as the owner of such Note for all purposes.
 (b) The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Notes and Securities Custodian with respect to the Global Notes. The Company has entered into a letter of representations with DTC in the form provided by DTC, and the Trustee and each such agent are hereby authorized to
act in accordance with such letter and Applicable Procedures.

 22

 (c) The Company may remove any Registrar or Paying Agent upon written notice to such
Registrar or Paying Agent and to the Trustee; provided , however , that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the
Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (i) above.
 (d) Except as the Company and the Trustee may otherwise agree, the Company shall promptly file
with the Trustee by each January 15th a written notice specifying the amount of the original issue discount accrued on the Notes for the previous calendar year for which original issue discount reporting is required, including daily rates and
accrual periods, and such other information relating to original issue discount as may be required under the Code and applicable regulations, as amended from time to time.

 (e) The Company shall be responsible for making calculations called for under the Notes and this Supplemental Indenture, including but not
limited to determination of interest, redemption price, Applicable Premium, premium (if any) and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its
calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s
calculations without independent verification. The Trustee will not be responsible or liable to determine, verify, calculate or confirm the Company’s calculations. The Trustee shall forward the Company’s calculations to any Holder of the
Notes upon the written request of such Holder.
 SECTION 2.04. Paying Agent To Hold Money in Trust . Prior to each due date of the
principal of and interest on any Note, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of Holders entitled thereto) a sum sufficient to pay
such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it
as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further responsibility or liability for the money delivered to the Trustee.
 SECTION 2.05. Lists of Holders
of Notes . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If neither the Trustee nor an Affiliate of the Trustee is the Registrar, the
Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders.

 23

 SECTION 2.06. Transfer and Exchange . (a) The Notes shall be issued in registered
form and shall be transferable only in compliance with Appendix A and upon the surrender of a Note for registration of transfer. When a Note is presented to the Registrar or a co-registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if the requirements of this Supplemental Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Notes are
presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same
requirements are met.
 (b) To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate
Notes at the Registrar’s request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be
required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption in accordance with the terms of this Supplemental Indenture (except, in the case of Notes to be redeemed in part, the portion thereof not to
be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes for a period of 15 days before an interest payment date.

 Prior to the due presentation for registration of transfer of any Note, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent
and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Note and
for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

 Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial
interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a
beneficial interest in such Global Note shall be required to be reflected in a book entry.
 All Notes issued upon any transfer or exchange
pursuant to the terms of this Supplemental Indenture shall evidence the same Indebtedness and shall be entitled to the same benefits under this Supplemental Indenture as the Notes surrendered upon such transfer or exchange.

 SECTION 2.07. Replacement Notes . If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note
has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee (upon receipt of a written order of the Company) shall authenticate a replacement Note if the requirements of
 Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which
any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note.

 24

 Every replacement Note is an additional Obligation of the Company. The provisions of this
Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

 SECTION 2.08. Outstanding Notes . Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

 If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Note is held by a bona fide purchaser.
 If the Paying Agent segregates and holds in trust, in
accordance with this Supplemental Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may
be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.
 SECTION
2.09. Temporary Notes . Until definitive Notes are ready for delivery, the Company may prepare and the Trustee (upon receipt of a written order of the Company) shall authenticate temporary Notes. Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes and deliver them in exchange for
temporary Notes upon surrender of such temporary Notes at the office or agency of the Company, without charge to the Holder.
 SECTION
2.10. Cancellation . The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such cancellation to the Company upon written request from the Company. The Trustee shall
retain all canceled securities in accordance with its standard procedures (subject to the record retention requirements of the Exchange Act). The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for
cancellation. The Trustee shall not authenticate Notes in place of cancelled Notes other than pursuant to the terms of this Supplemental Indenture.

 SECTION 2.11. Defaulted Interest . If the Company defaults in a payment of interest on the Notes, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or send or cause to be mailed or sent to each Holder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

 25

 SECTION 2.12. CUSIP Numbers and ISINs . The Company in issuing the Notes may use
“CUSIP” numbers and ISINs (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers and ISINs in notices as a convenience to Holders; provided , however , that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice (including a notice of redemption) and that reliance may be placed only on the other identification numbers printed on the
Notes, and any such notice or notice of redemption shall not be affected by any defect in or omission of such numbers.
 SECTION 2.13.
 Issuance of Additional Notes . After the Closing Date, the Company shall be entitled, subject to its compliance, at the time of and after giving effect to such issuance, with Section 4.04, to issue Additional Notes under this Supplemental
Indenture, which Notes shall have identical terms as the Notes issued on the Closing Date, other than with respect to the date of issuance and issue price; provided that any such Additional Notes will be treated, for U.S. federal income tax
purposes, as fungible with the Notes or shall be issued with a different CUSIP number and ISIN from the Notes. All the Notes issued under this Supplemental Indenture (including any Additional Notes) shall be treated as a single class for all
purposes of this Supplemental Indenture, including in respect of any amendment, waiver, other modification or optional redemption by the Company.

 With respect to any Additional Notes, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the
Trustee (along with a copy of the resolutions of the Board of Directors authorizing the Additional Notes), the following information:

 (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental
Indenture; and
 (2) the issue price, the issue date, the CUSIP number and ISIN of such Additional Notes.

 ARTICLE 3
 Redemption

 SECTION 3.01. Notices to Trustee . If the Company elects to redeem Notes pursuant to paragraph 6 of the Notes, it shall notify the
Trustee in writing of the redemption date, the redemption price (or manner of calculation if not then known), the principal amount of Notes to be redeemed and the paragraph of the Notes pursuant to which the redemption will occur. If the redemption
price is not known at the time such notice is to be given, the actual redemption price calculated as described in the terms of the Notes will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days
prior to the redemption date.
 The Company shall give each notice to the Trustee provided for in this Section at least 30 days before
the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions herein. Any such notice may be cancelled by
the Company at any time prior to notice of such redemption being mailed (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, sent electronically) to any Holder and shall thereby be void
and of no effect unless the Trustee has sent the notice of redemption pursuant to Section 3.03 below.

 26

 SECTION 3.02. Selection of Notes to Be Redeemed . If fewer than all the Notes are to
be redeemed, the Trustee, subject to the procedures of DTC, shall select the Notes to be redeemed pro rata or by lot or by any other method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee shall
deem to be fair and appropriate. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal amount of Notes that have denominations larger than
$2,000. Notes and portions of them the Trustee selects shall be in principal amounts of $2,000 or whole multiples of $1,000 in excess thereof. Provisions of this Supplemental Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.
 SECTION
3.03. Notice of Redemption . At least 15 days but not more than 60 days before a date for redemption of Notes, the Company, or the Trustee (at the request of the Company, pursuant to the terms set forth below), shall mail a notice of
redemption by first-class mail to each Holder of Notes to be redeemed at such Holder’s registered address (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send such
notice electronically). Any notice of redemption may be conditioned on the satisfaction of one or more conditions precedent. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the
redemption date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the
notice of redemption was given.
 The notice shall identify the Notes to be redeemed and shall state:

 (1) the redemption date;

 (2) the redemption price;

 (3) the name and address of the Paying Agent;

 (4) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 (5) if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular
Notes to be redeemed;
 (6) that, unless the Company defaults in making such redemption payment, interest on Notes (or
portion thereof) called for redemption ceases to accrue on and after the redemption date;

 27

 (7) that no representation is made as to the correctness or accuracy of the
CUSIP number or ISIN, if any, listed in such notice or printed on the Notes; and
 (8) if the notice of redemption is
conditioned on the satisfaction of one or more conditions precedent, a description of such condition or conditions precedent.
 At the
Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided , however , that the Officers’ Certificate delivered to the Trustee pursuant to the second paragraph
of Section 3.01 requests that the Trustee give such notice and attaches a form of such notice setting forth the information to be stated therein as provided in the preceding paragraph.

 SECTION 3.04. Effect of Notice of Redemption . Once notice of redemption is mailed to Holders (or with respect to Global Notes, to the
extent permitted or required by applicable DTC procedures or regulations, sent electronically), Notes called for redemption shall, subject to any condition precedent set forth in such notice, become due and payable on the redemption date and at the
redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the related interest payment date if the redemption date is after a regular record date and on or prior to the interest payment date). Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other Holder.
 SECTION 3.05. Deposit of Redemption Price . Prior to 11:00
a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued
and unpaid interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption which have been delivered by the Company to the Trustee for cancellation. Interest shall cease to accrue on
Notes or portions thereof called for redemption on and after the date the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless the Paying Agent is
prohibited from making such payment pursuant to the terms of this Supplemental Indenture.
 SECTION 3.06. Notes Redeemed in Part .
Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee (upon receipt of a written order of the Company) shall authenticate for the Holder (at the Company’s expense) a new Note equal in principal amount to
the unredeemed portion of the Note surrendered, or such amount shall be transferred by book-entry.
 ARTICLE 4

 Covenants
 SECTION 4.01.
 Payment of Notes . The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Supplemental Indenture. Principal and interest shall be considered paid on the date
due if on such date the Trustee or the Paying Agent holds in accordance with this Supplemental Indenture money sufficient to pay all principal and interest then due.

 28

 The Company shall pay interest on overdue principal at the rate specified therefor in the
Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.
 SECTION 4.02. SEC
Reports . Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC and provide the Trustee and Holders and prospective Holders (upon
request) within 15 days after it files them with the SEC, copies of its annual report and the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. In addition, the Company shall furnish
to the Trustee and the Holders, promptly upon their becoming available, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. The Company also shall comply with the other
provisions of Section 314(a) of the TIA. Notwithstanding the foregoing, if the Company has filed the reports and information referred to in this Section 4.02 with the SEC via the EDGAR filing system (or any successor thereto) and such
reports and information are publicly available, then the Company will be deemed to have provided and furnished such reports and information to the Trustee and the Holders in satisfaction of the requirements to “provide” and
“furnish” such applicable reports or information as set forth in this Section 4.02. Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of
such reports, information and documents does not constitute actual or constructive notice or actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder or under the Notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates or certificates delivered pursuant to Section 4.08). The Trustee shall not be obligated
to (i) monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with its covenants hereunder or with respect to any reports or other documents filed by the Company with the SEC, the EDGAR filing system (or any
successor thereto) or any website, or (ii) participate in any conference calls.
 SECTION 4.03. Change of Control Triggering
Event . (a) Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the right to require the Company to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with
Section 4.03(b).
 (b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior
to any Change of Control but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail (or with respect to Global Notes, to the extent permitted or required by applicable DTC
procedures or regulations, send electronically) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”), stating:

 29

 (1) that a Change of Control Triggering Event has occurred and that such
Holder has the right to require the Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
 (2) the
circumstances and relevant facts and financial information regarding such Change of Control Triggering Event;
 (3) the
purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or sent) (the “Change of Control Payment Date”); and

 (4) the instructions determined by the Company, consistent with this Section 4.03, that a Holder must follow in order to
have its Notes purchased.
 The notice of the Change of Control Offer, if mailed or sent prior to the date of consummation of the Change of
Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.

 (c) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.03 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. In addition, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if the Notes have been or are called for redemption by the Company prior to it
being required to deliver notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in the redemption notice for such redemption.

 (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.03. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.03, the Company shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.03 by virtue thereof.

 (e) On the Change of Control Payment Date, all Notes purchased by the Company under this Section 4.03 shall be delivered by the Company
to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.

 30

 SECTION 4.04. Limitation on Liens . The Company shall not, and shall not permit any
Manufacturing Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Principal Property or Capital Stock of a Manufacturing Subsidiary, whether owned at the Closing
Date or thereafter acquired, which Initial Lien secures any Indebtedness for borrowed money, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured
for so long as such obligations are so secured.
 Any Lien created for the benefit of the Holders pursuant to the preceding sentence shall
provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

 SECTION 4.05. Limitation on Sale/Leaseback Transactions . The Company shall not, and shall not permit any Manufacturing Subsidiary to,
enter into any Sale/Leaseback Transaction with respect to any Principal Property owned on the Closing Date unless:

 (1)
 the Company or such Manufacturing Subsidiary would be entitled as described in clauses (1) through (15) of
the definition of “Permitted Liens”, without equally and ratably securing the Notes then outstanding, to Incur Indebtedness for borrowed money secured by a Lien on such Principal Property in the amount equal to the Attributable Debt
arising from such Sale/Leaseback Transaction;

 (2)
 the Company or such Manufacturing Subsidiary, within 360 days after the sale of such Principal Property in
connection with which such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Principal Property to either (or a combination of) (i) the retirement of the Notes or other Funded Debt of the
Company or a Subsidiary or (ii) the purchase of Additional Assets;

 (3)
 the lease is for a period not in excess of three years; or

 (4)
 the Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of such Sale/Leaseback
Transaction and all other Sale/Leaseback Transactions entered into after the Closing Date (other than any such Sale/Leaseback Transaction as would be permitted as described in clauses (1) through (3) of this Section 4.05), plus the
aggregate principal amount of Indebtedness for borrowed money then outstanding secured by Liens on any Principal Property or Capital Stock of a Manufacturing Subsidiary (not including any such Indebtedness for borrowed money secured by Liens
described in clauses (1) through (15) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to other Indebtedness for
borrowed money secured thereby), would not exceed 12.5% of Consolidated Net Tangible Assets.

 SECTION 4.06. Future
Subsidiary Guarantors . The Company shall cause each Subsidiary (other than any Excluded Subsidiary) that Guarantees any Indebtedness of the Company or of any Subsidiary Guarantor ( provided , however , that the outstanding principal
amount of such Indebtedness of the Company and of such Subsidiary Guarantors, in the

 31

aggregate, exceeds $100,000,000) to become a Subsidiary Guarantor in respect of the Notes and, if applicable, execute and deliver to the Trustee a supplemental indenture in the form set forth in
Exhibit 2 hereto pursuant to which such Subsidiary shall Guarantee payment of the Notes. Each Subsidiary Guarantee shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor without
rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

 SECTION 4.07. Fall Away of Future Subsidiary Guarantors Covenant . (a) Following the first day (the “Suspension Date”)
that:

 (1)
 the Notes have an Investment Grade Rating from at least two of the Rating Agencies, and

 (2)
 no Default has occurred and is continuing hereunder with respect to the Notes,

 the Company and its Subsidiaries will not be subject to Section 4.06. In addition, upon and following the Suspension Date, the Company may elect to
suspend the Subsidiary Guarantees.
 (b) In the event that the Company and its Subsidiaries are not subject to Section 4.06 for any
period of time as a result of the foregoing and on any subsequent date (the “Reversion Date”) both (1) one or more of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an
Investment Grade Rating resulting in the Notes no longer having an Investment Grade Rating from at least two of the Rating Agencies and (2) the terms of any other debt securities of the Company or any of its Subsidiaries then outstanding
include a future subsidiary guarantors covenant (that is substantially the same as Section 4.06) that was previously suspended and that has become applicable upon a substantially concurrent reversion as a result of substantially the same
ratings withdrawal or downgrade with respect to such debt securities ( provided , however , that the aggregate principal amount then outstanding of such debt securities exceeds $100,000,000), then the Company and its Subsidiaries (other
than Excluded Subsidiaries) shall thereafter again be subject to Section 4.06 with respect to future events and the Subsidiary Guarantees shall be reinstated (for the avoidance of doubt, it is understood and agreed that the “Future
Subsidiary Guarantors” covenant in each of the 2017 Indenture, the 2021 April Indentures, the 2021 May Indentures, the 2021 Euro Indenture and the 2025 Indenture is substantially the same as Section 4.06). The period of time between the
Suspension Date and the Reversion Date is referred to herein as the “Suspension Period”.
 (c) Notwithstanding that
Section 4.06 may be reinstated, no Default shall be deemed to have occurred as a result of a failure to comply with Section 4.06 during the Suspension Period.

 (d) The Company shall provide written notice signed by an Officer to the Trustee of the occurrence of any Suspension Date or Reversion Date
and of any election made pursuant to this Section 4.07; provided that the failure to provide such notice shall not affect the operation of this Section 4.07 or the Company’s rights hereunder. The Trustee shall have no
obligation to independently determine or verify if such events have occurred or to notify the Holders of any Suspension Date or Reversion Date.

 32

 SECTION 4.08. Compliance Certificate . The Company shall deliver to the Trustee within
120 days after the end of each fiscal year of the Company a certificate signed by a Financial Officer complying with TIA § 314(a)(4) stating (i) that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made with a view to determining whether the Company and the Subsidiary Guarantors have fulfilled their obligations under this Supplemental Indenture and (ii) that, to the knowledge of such Financial Officer, no
Default or Event of Default occurred during such period (or, if a Default or Event of Default hereunder shall have occurred, describing all such Defaults or Events of Default hereunder of which such Financial Officer may have knowledge and what
action the Company has taken, is taking and/or proposes to take with respect thereto).
 SECTION 4.09. Further Instruments and Acts .
Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Supplemental Indenture.

 ARTICLE 5
 Successor Company

 SECTION 5.01. When Company May Merge or Transfer Assets . (a) The Company shall not, directly or indirectly, consolidate
with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless:

 (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation organized and
existing under the laws of the United States of America, any state thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the Notes and this Supplemental Indenture;
 (2)
immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and
 (3) the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Supplemental Indenture.

 (b) The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Supplemental Indenture, and the predecessor Company, other than in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

 33

 (c) The Company shall not permit any Subsidiary Guarantor to, directly or indirectly,
consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless:

 (1) except in the case of a Subsidiary Guarantor (i) that has been disposed of in its entirety to another Person (other
than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (ii) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary,
the resulting, surviving or transferee Person shall be a corporation organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any other jurisdiction under which such Subsidiary Guarantor
was organized, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under
its Subsidiary Guarantee;
 (2) immediately after giving effect to such transaction, no Default shall have occurred and be
continuing; and
 (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Supplemental Indenture.

 (d) Notwithstanding the foregoing:

 (1) any Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any
Subsidiary Guarantor; and
 (2) the Company may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another jurisdiction within the United States of America, any state thereof or the District of Columbia to realize tax or other benefits.

 ARTICLE 6
 Defaults and
Remedies
 SECTION 6.01. Events of Default . An “Event of Default” occurs if:

 (1) the Company defaults in any payment of interest on any Note when the same becomes due and payable, and such default
continues for 30 days;
 (2) the Company defaults in the payment of principal of any Note when the same becomes due and
payable at its Stated Maturity, upon optional redemption or required repurchase, upon declaration of acceleration or otherwise;

 (3) the Company or any Subsidiary Guarantor fails to comply with its obligations under Section 5.01;

 34

 (4) the Company fails to comply with Section 4.03 (other than a failure
to purchase the Notes), and such failure continues for 45 days after receipt of the notice from the Trustee or the Holders specified below;

 (5) the Company or any Manufacturing Subsidiary fails to comply with its covenants or agreements with respect to the Notes
contained in this Supplemental Indenture (other than those referred to in clauses (1), (2), (3) or (4) above), and such failure continues for 60 days after receipt of the notice from the Trustee or the Holders specified below;

 (6) the Company or any Manufacturing Subsidiary fails to pay any Indebtedness (other than Indebtedness owing to the Company or
a Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $150,000,000 or its
foreign currency equivalent;
 (7) the Company pursuant to or within the meaning of any Bankruptcy Law:

 (A) commences a voluntary case;

 (B) consents to the entry of an order for relief against it in an involuntary case;

 (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

 (D) makes a general assignment for the benefit of its creditors;

 or takes any comparable action under any foreign laws relating to insolvency;

 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 (A) is for relief against the Company in an involuntary case;

 (B) appoints a Custodian of the Company or for any substantial part of its property; or

 (C) orders the winding up or liquidation of the Company;

 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

 (9) any final and nonappealable judgment or decree (not covered by insurance) for the payment of money in excess of
$150,000,000 or its foreign currency equivalent (treating any deductibles, self-insurance or retention as not so covered) is rendered against the Company or a Significant Subsidiary and such final judgment or decree remains outstanding and is not
satisfied, discharged or waived within a period of 60 days following such judgment; or

 35

 (10) any Subsidiary Guarantee by any Subsidiary Guarantor that is a
Significant Subsidiary or a group of Subsidiary Guarantors which collectively (as of the then most recent audited consolidated financial statements for the Company) would constitute a Significant Subsidiary, in each case ceases to be in full force
and effect in all material respects (except as contemplated by the terms thereof) or any such Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under this Supplemental Indenture or any Subsidiary Guarantee and
such Default continues for 10 days after receipt of the notice specified below.
 The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether such Event of Default is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body.
 Notwithstanding the foregoing, a default under Section 6.01(4), 6.01(5), 6.01(6), 6.01(9) or 6.01(10) shall not
constitute an Event of Default until the Trustee notifies the Company, or until the Holders of at least 25% in principal amount of the outstanding Notes notify the Company and the Trustee of the default, and, in each case, the Company or the
Subsidiary, as applicable, does not cure such default within any applicable time specified in Section 6.01(4), 6.01(5), 6.01(6), 6.01(9) or 6.01(10) hereof, as applicable, after receipt of such notice.

 The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any Event of Default under
Section 6.01(6) or 6.01(10) and any event which with the giving of notice or the lapse of time would become an Event of Default under Section 6.01(4), 6.01(5) or 6.01(9), its status and what action the Company is taking or proposes to take
with respect thereto.
 SECTION 6.02. Acceleration . If an Event of Default (other than an Event of Default specified in
Section 6.01(7) or 6.01(8) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee may
declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default specified in Section 6.01(7) or
6.01(8) with respect to the Company occurs, the principal of and accrued but unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of at
least a majority in principal amount of the outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been
cured or waived except

 36

nonpayment of principal or interest that has become due solely because of acceleration. Promptly following any such rescission, the Company shall pay all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

 SECTION 6.03. Other Remedies . If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Supplemental Indenture.

 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.
 SECTION 6.04. Waiver of Past Defaults . The Holders of at least a majority in
principal amount of the outstanding Notes by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to
redeem or purchase any Note when required pursuant to this Supplemental Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived,
it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.
 SECTION 6.05.
 Control by Majority . The Holders of at least a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Supplemental Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder (it being
understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders), subject to Section 7.01, or that would involve the Trustee in personal liability;
 provided , however , that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Subject to Section 7.01, if an Event of Default has occurred and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under this Supplemental Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense, including by way of pre-funding, which might be incurred by it in compliance with such request or direction.

 37

 SECTION 6.06. Limitation on Suits . Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Supplemental Indenture or the Notes unless:

 (1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

 (2) the Holders of at least 25% in principal amount of the outstanding Notes make a written request to the Trustee to pursue
the remedy;
 (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;
 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of indemnity; and
 (5) the Holders of at least a majority in principal amount of the outstanding Notes do not give
the Trustee a direction inconsistent with the request during such 60-day period.
 A Holder may not
use this Supplemental Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

 SECTION 6.07. Rights of Holders to Receive Payment . Notwithstanding any other provision of this Supplemental Indenture, the right of
any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.
 SECTION 6.08. Collection Suit by Trustee . If an Event of
Default specified in Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on
any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.
 SECTION 6.09. Trustee May File Proofs of
Claim . The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors
or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, fees, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such reasonable compensation, expenses, fees, disbursements
and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

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 SECTION 6.10. Priorities . If the Trustee collects any money or property pursuant to
this Article 6, it shall pay out the money or property in the following order:
 FIRST: to the Trustee for all amounts due
to the Trustee (in each of its capacities, including its agents and counsel) hereunder, including Section 7.07;

 SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal and interest respectively; and
 THIRD: to
the Company.
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section. At least
15 days before such record date, the Company shall mail or send to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

 SECTION 6.11. Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Supplemental Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes.
 SECTION
6.12. Waiver of Stay or Extension Laws . The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force,…

EX-5.1 · d113133dex51.htm

EX-5.1
 4
 d113133dex51.htm
 EX-5.1

 Exhibit 5.1

 June 4, 2026

 The Goodyear Tire & Rubber Company
 200 Innovation Way

 Akron, Ohio 44316-0001
 Ladies and Gentlemen:

 We have acted as counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “ Company ”), and are
rendering this opinion in connection with the registration by the Company and certain subsidiaries of the Company listed on Schedule A hereto (the “ Subsidiary Guarantors ”) under the Securities Act of 1933 (the “ Securities
Act ”) of the offer and sale of: (i) $1,050,000,000 in aggregate principal amount of the Company’s 8.875% Senior Notes due 2032 (the “ Notes ”) and (ii) guarantees of the Notes (the
“ Guarantees ”) by the Subsidiary Guarantors, in each case to be issued pursuant to the Indenture, dated as of August 13, 2010 (the “ Base Indenture ”), among the Company, the Subsidiary Guarantors party
thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee (the “ Trustee ”), as supplemented by the Thirteenth Supplemental Indenture thereto, dated as of June 4, 2026 (the
“ Supplemental Indenture ”), among the Company, the Subsidiary Guarantors party thereto and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, the “ Indenture ”), pursuant to the
Registration Statement on Form S-3 (File No. 333-287633) filed by the Company with the United States Securities and Exchange Commission (the
“ Commission ”) under the Securities Act on May 29, 2025 (the “ Registration Statement ”).
 We have
reviewed the Registration Statement, the Underwriting Agreement, dated as of June 1, 2026, by and among the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “ Underwriting
Agreement ”), the Indenture and a copy of the global note representing the Notes.
 We have reviewed such corporate records,
certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are
authentic and that all copies of documents submitted to us conform to the originals. We have assumed further that the Trustee has duly authorized, executed and delivered the Indenture.

 We have assumed further that the Company and the Subsidiary Guarantors that are incorporated or formed in jurisdictions other than Delaware
(such Subsidiary Guarantors, which are listed on Schedule B hereto, the “ Non-Delaware Guarantors ”) are validly existing and in good standing under the laws of the jurisdiction in which each
is incorporated or formed, as applicable, and that each has the power, authority and legal right to execute, deliver and perform the Indenture, the Notes and the Guarantees, as applicable. We have assumed further that each of the Company and the Non-Delaware Guarantors has duly authorized, executed and delivered the Indenture, the Notes and the Guarantees, as applicable. With respect to all matters of Ohio law, we note that you are relying on an opinion of
Daniel T. Young, Secretary and Associate General Counsel of the Company, which is filed as Exhibit 5.2 to the Company’s Current Report on Form 8-K filed on the date hereof (the “ Current Report
on Form 8-K ”). With respect to all matters of

Arizona law, we note that you are relying on an opinion of Squire Patton Boggs (US) LLP, which is filed as Exhibit 5.3 to the Current Report on Form 8-K.
With respect to all matters of Indiana law, we note that you are relying on an opinion of Dinsmore & Shohl LLP, which is filed as Exhibit 5.4 to the Current Report on Form 8-K. With respect to all
matters of Kentucky law, we note that you are relying on an opinion of Dinsmore & Shohl LLP, which is filed as Exhibit 5.5 to the Current Report on Form 8-K. With respect to all matters of the law of
the province of Ontario, Canada, we note that you are relying on an opinion of Gowling WLG (Canada) LLP, which is filed as Exhibit 5.6 to the Current Report on Form 8-K.

 We have assumed further that, except as to legal conclusions expressly set forth in this opinion, the information and representations and
warranties contained in the agreements, instruments, records, certificates and other documents we reviewed were true, accurate and complete as of their stated date and are true, accurate and complete as of the date of this letter.

 We have relied as to certain matters on information obtained from public officials, officers of the Company and the Subsidiary Guarantors, and
other sources believed by us to be responsible.
 Based upon the foregoing, we are of the opinion that, when (i) the Notes have been
duly executed by the Company and authenticated by the Trustee in accordance with the Indenture, and (ii) the Notes and the Guarantees have been duly issued and delivered against payment therefor as contemplated by the Underwriting Agreement,
the Notes and Guarantees will constitute the valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

 We are members of the bars of the District of Columbia and the State of New York. We do not express any opinion herein on any laws other than
the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.
 We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus, dated
May 29, 2025, as supplemented by the prospectus supplement, dated June 1, 2026, relating to the Notes. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of
the Securities Act.

 Very truly yours,

 /s/ Covington & Burling LLP

 SCHEDULE A

 Subsidiary Guarantors

 Subsidiary Guarantor

 State of Incorporation or Formation

 Celeron Corporation

 Delaware

 Cooper International Holding Corporation

 Delaware

 Cooper Tire & Rubber Company LLC

 Delaware

 Cooper Tire & Rubber Company Vietnam Holding, LLC

 Delaware

 Cooper Tire Holding Company

 Ohio

 Divested Companies Holding Company

 Delaware

 Divested Litchfield Park Properties, Inc.

 Arizona

 Goodyear Canada Inc.

 Ontario, Canada

 Goodyear Export Inc.

 Delaware

 Goodyear Farms, Inc.

 Arizona

 Goodyear International Corporation

 Delaware

 Goodyear Western Hemisphere Corporation

 Delaware

 Max-Trac Tire Co., Inc.

 Ohio

 Raben Tire Co., LLC

 Indiana

 T&WA, Inc.

 Kentucky

 Wingfoot Brands LLC

 Delaware

 SCHEDULE B

 Non-Delaware Guarantors

 Guarantor

 State of Incorporation or Formation

 Cooper Tire Holding Company

 Ohio

 Divested Litchfield Park Properties, Inc.

 Arizona

 Goodyear Canada Inc.

 Ontario, Canada

 Goodyear Farms, Inc.

 Arizona

 Max-Trac Tire Co., Inc.

 Ohio

 Raben Tire Co., LLC

 Indiana

 T&WA, Inc.

 Kentucky