First AMENDMENT TO THE PURCHASE AGREEMENT

EXHIBIT 2.2

EXECUTION VERSION

First AMENDMENT TO THE PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2025 (Pacific Standard Time) (the “Effective Date”), is entered into by and between The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear”) and Sumitomo Rubber Industries, Ltd., a company organized under the laws of Japan (“SRI”) (each of Goodyear, on the one hand, and SRI, on the other hand, a “Party”, and collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, Goodyear and SRI are parties to that certain purchase agreement, dated as of January 7, 2025 (the “Purchase Agreement”);

WHEREAS, in accordance with Section 8.5 of the Purchase Agreement, it is the mutual desire and intention of Goodyear and SRI to amend the Purchase Agreement on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the covenants and agreements contained herein and in the Purchase Agreement, and other good and valuable consideration, and intending to be legally bound, the Parties agree as follows:

“Australia Inventory Statement” has the meaning set forth in Section 2.9(i)(i).

“Australia Inventory Value” means the value of the Purchased Inventory (Australia) at the Closing Date, calculated in accordance with Schedule 2.9;

“Australia Inventory Value Adjustment” has the meaning set forth in Section 2.9(i)(iii).

“Australia Termination Agreement” means that certain Tire Purchase and Mutual Termination Agreement, dated as of May 8, 2025 (Australian Eastern Standard Time (AEST)), by and among Goodyear Australia, NTAW and SRAU;

“Estimated Australia Inventory Value” has the meaning set forth in Section 2.9(h).

“Estimated Repurchased Winter Inventory Value” has the meaning set forth in Section 2.9(f).

“Final Australia Inventory Value” means the Australia Inventory Value as finalized pursuant to Section 2.9(h).

“Final Repurchased Winter Inventory Value” means the Repurchased Winter Inventory Value as finalized pursuant to Section 2.9(g).

“Global Offtake Agreement” means that certain global offtake agreement dated as of October 1st, 2015 between SRI and Goodyear;

“Goodyear Australia” means Goodyear Tyres (Aust) Pty Ltd;

“Goodyear Retailers and Distributors” means the Goodyear Group Members listed in Schedule 2.13;

“Goodyear Retailers and Distributors Inventory” means the inventory of Dunlop Products in the form of finished goods, whether held at any location or facility owned or leased by the Goodyear Retailers and Distributors or in transit to any Goodyear Retailers and Distributors or held by third parties on behalf of the Goodyear Retailers and Distributors. For the avoidance of doubt, “Goodyear Retailers and Distributors Inventory” shall not qualify as Inventory or Purchased Inventory (Europe);

“Purchased Inventory (Australia)” means, in the aggregate, all Inventory in Australia as of the Closing Date that is on the Closing Date no more than two (2) years old from the date of manufacture and in a saleable condition, excluding (i) any Inventory to be sold to an SRI Group Member pursuant to Section 18 of the Supercars TSA and (ii) any Inventory held by Goodyear’s exclusive distributor for Australia, National Tyre & Wheel Pty Ltd;

“Repurchased Winter Inventory Adjustment” has the meaning set forth in Section 2.9(g)(iii).

“Repurchased Winter Inventory (Europe)” means, in the aggregate, all Inventory that is purchased by SRI on the TLA Repurchase Date in accordance with the Transition License Agreement (which, for the avoidance of doubt, does not include any Goodyear Retailers and Distributors Inventory);

“Repurchased Winter Inventory Statement” has the meaning set forth in Section 2.9(g)(i).

“Repurchased Winter Inventory Value” means the value of the Repurchased Winter Inventory (Europe) at the TLA Repurchase Date, calculated in accordance with Schedule ‎2.9;

“Supercars TSA” means that certain Transitional Services Agreement, dated as of the Closing Date, by and between Goodyear Australia and SRAU;

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“TLA Repurchase Date” shall have the meaning given to the term “Repurchase Date” under the Transition License Agreement;

“Total Purchased Inventory (Europe)” means the Purchased Inventory (Europe), together with the Repurchased Winter Inventory (Europe);

“SRAU” means Sumitomo Rubber Australia Pty. Ltd.;

“Quadmax Trademarks” means the Trademarks set forth on Schedule 1-D.

“Inventory” means any inventory of Dunlop Products in the form of finished goods, whether held at any location or facility owned or leased by the Goodyear Group or in transit to any Goodyear Group Member or held by third parties on behalf of the Goodyear Group; provided, however, that “Inventory” shall not include the Goodyear Retailers and Distributors Inventory.

“Inventory Value” means the TLA Termination Date Inventory Value plus the Repurchased Winter Inventory Value plus the Closing Date Inventory Value plus the Australia Inventory Value.

“Purchased Inventory” means, collectively, the Total Purchased Inventory (Europe) and, the Purchased Inventory (North America) and the Purchased Inventory (Australia).

“Purchased Inventory (Europe)” means, in the aggregate, all Inventory that is purchased by SRI on the TLA Termination Date in accordance with the Transition License Agreement (which, for the avoidance of doubt, does not include any Goodyear Retailers and Distributors Inventory).

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“(iii) the Purchased Inventory; provided that the assignment, conveyance and transfer of PurchasedEuropean Inventory (Europe) shall occur at the termination of the Transition License Agreement in accordance with the terms thereof, and the payment for PurchasedEuropean Inventory (Europe) pursuant to this ‎Article II shall constitute only a prepayment for the purchase of such Inventory under the Transition License Agreement; provided, further, that the assignment, conveyance and transfer of Repurchased Winter Inventory (Europe) shall occur on the TLA Repurchase Date in accordance with the terms of the Transition License Agreement, simultaneously with the payment therefor;”

“(vii) all Dunlop Materials exclusively related to Dunlop Products (excluding any Intellectual Property embodied therein, but including the copyrights in the Dunlop Marketing Materials exclusively related to Dunlop Products); provided that the delivery by Goodyear to SRI of the flat computer image files of tread patterns and sidewall patterns of commercial vehicle tires that are not listed in Section (E) on Schedule 2.2(a)(ii) included in the Dunlop Materials shall occur within twenty (20) Business Days after the Closing Date.”

“(xvi) the Goodyear Retailers and Distributors Inventory.”

“(xi) the Estimated Australia Inventory Value, by Wire Transfer to a Goodyear Group Member designated by Goodyear.”

“(d) Procedures for Calculating and Paying the Post-TLA Termination Date Adjustment.

(i) As soon as practicable after the TLA Termination Date but in no event later than the later of (x) seven (7) Business Days after the pick-up of the final remaining Purchased Inventory (Europe) from Goodyear’s (or its third-party provider’s)

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warehouses (whether picked up for delivery to SRI or for delivery to alternative warehousing facilities) and (y) the ninetieth (90th) day after the TLA Termination Date, SRIGoodyear shall prepare or cause to be prepared, and shall deliver to GoodyearSRI a calculation of the TLA Termination Date Inventory Value (the “TLA Termination Date Inventory Statement”). SRIGoodyear shall thereafter provide to GoodyearSRI such supporting work papers or other supporting information as may be reasonably requested by GoodyearSRI. If GoodyearSRI shall have any objections to the TLA Termination Date Inventory Statement, GoodyearSRI shall notify SRIGoodyear in writing no later than thirty (30) days after receipt of the TLA Termination Date Inventory Statement, setting forth with reasonable specificity its objections (the “Objections”). Thereafter, SRI and Goodyear shall endeavor in good faith, for a period not to exceed thirty (30) days from the date of delivery of such notice, to resolve the Objections.

(ii) If at the end of the thirty (30)-day period there are any unresolved Objections, Goodyear and SRI shall submit their respective determinations and calculations and the items remaining in dispute for resolution in accordance with Section ‎8.2.

(iii) Upon determination of the Final TLA Termination Date Inventory Value, the difference between the Estimated TLA Termination Date Inventory Value and the Final TLA Termination Date Inventory Value (such difference, the “TLA Termination Date Inventory Value Adjustment”) shall be paid as follows: if the Final TLA Termination Date Inventory Value: (A) exceeds the Estimated TLA Termination Date Inventory Value, SRI shall pay an amount equal to the TLA Termination Date Inventory Value Adjustment to Goodyear or any other Goodyear Group Member designated by Goodyear; or (B) is less than the Estimated TLA Termination Date Inventory Value, Goodyear shall pay an amount equal to the TLA Termination Date Inventory Value Adjustment to SRI or any other SRI Group Member designated by SRI. If the Final TLA Termination Date Inventory Amount equals the Estimated TLA Termination Date Inventory Value, there shall be no payment pursuant to this Section ‎2.9(d).

(iv) Payment of the amount equal to the TLA Termination Date Inventory Value Adjustment pursuant to this Section ‎2.9(d), if any, shall be made by SRI or Goodyear, as the case may be, by Wire Transfer on the tenth (10th) Business Day following the date on which the period for Objections has expired or, if any Objections are asserted, on the fifth (5th) Business Day following the date on which the procedures for resolution of the Objections in this Section ‎2.9(d) have been completed.”

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“(f) Estimated TLA Repurchase Date Inventory Value. At least ten (10) Business Days prior to the anticipated TLA Repurchase Date, Goodyear shall deliver to SRI a written statement setting forth Goodyear’s good faith estimated calculation of the Repurchased Winter Inventory Value (such amount, the “Estimated Repurchased Winter Inventory Value”). Payment of the amount equal to the Estimated Repurchased Winter Inventory Value pursuant to this Section ‎2.9(f) shall be made by SRI by Wire Transfer on the TLA Repurchase Date.”

“(g) Procedures for Calculating and Paying the Repurchased Winter Inventory Value Adjustment.

(i) As soon as practicable after the TLA Repurchase Date but in no event later than the later of (x) seven (7) Business Days after the pick-up of the final remaining Repurchased Winter Inventory (Europe) from Goodyear’s (or its third-party provider’s) warehouses (whether picked up for delivery to SRI or for delivery to alternative warehousing facilities) and (y) the thirtieth (30th) day after the TLA Repurchase Date, Goodyear shall prepare or cause to be prepared, and shall deliver to SRI a calculation of the Repurchased Winter Inventory Value (the “Repurchased Winter Inventory Statement”). Goodyear shall thereafter provide to SRI such supporting work papers or other supporting information as may be reasonably requested by SRI. If SRI shall have any objections to the Repurchased Winter Inventory Statement, SRI shall notify Goodyear in writing no later than thirty (30) days after receipt of the Repurchased Winter Inventory Statement, setting forth with reasonable specificity its objections (the “Objections”). Thereafter, SRI and Goodyear shall endeavor in good faith, for a period not to exceed thirty (30) days from the date of delivery of such notice, to resolve the Objections.

(ii) If at the end of the thirty (30)-day period there are any unresolved Objections, Goodyear and SRI shall submit their respective determinations and calculations and the items remaining in dispute for resolution in accordance with Section ‎8.2.

(iii) Upon determination of the Final Repurchased Winter Inventory Value, the difference between the Estimated Repurchased Winter Inventory Value and the Final Repurchased Winter Inventory Value (such difference, the “Repurchased Winter Inventory Value Adjustment”) shall be paid as follows: if the Final Repurchased Winter Inventory Value: (A) exceeds the Estimated Repurchased Winter Inventory Value, SRI shall pay an amount equal to the Repurchased Winter Inventory Value Adjustment to Goodyear or any other Goodyear Group Member designated by Goodyear; or (B) is less than the Estimated Repurchased Winter Inventory Value, Goodyear shall pay an amount equal to the Repurchased Winter

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Inventory Value Adjustment to SRI or any other SRI Group Member designated by SRI. If the Final Repurchased Winter Inventory Amount equals the Estimated Repurchased Winter Inventory Value, there shall be no payment pursuant to this Section ‎2.9(g).

(iv) Payment of the amount equal to the Repurchased Winter Inventory Value Adjustment pursuant to this Section ‎2.9(g), if any, shall be made by SRI or Goodyear, as the case may be, by Wire Transfer on the tenth (10th) Business Day following the date on which the period for Objections has expired or, if any Objections are asserted, on the tenth (10th) Business Day following the date on which the procedures for resolution of the Objections in this Section ‎2.9(g) have been completed.”

“(h) Estimated Australia Inventory Value. Prior to the anticipated Closing Date, Goodyear shall deliver to SRI a written statement setting forth Goodyear’s good faith estimated calculation of the Australia Inventory Value (such amount, the “Estimated Australia Inventory Value”).”

“(i) Procedures for Calculating and Paying the Australia Inventory Value Adjustment.

(i) As soon as practicable after the Closing Date but in no event later than the seventh (7th) Business Day after the delivery of the final remaining Purchased Inventory (Australia) to SRI or alternative warehousing facilities designated by either SRI or SRAU, SRI shall prepare or cause to be prepared, and shall deliver to Goodyear a calculation of the Purchased Inventory (Australia) and the Australia Inventory Value (the “Australia Inventory Statement”). SRI shall thereafter provide to Goodyear such supporting work papers or other supporting information as may be reasonably requested by Goodyear. If Goodyear shall have any objections to the Australia Inventory Statement, Goodyear shall notify SRI in writing no later than thirty (30) days after receipt of the Australia Inventory Statement, setting forth with reasonable specificity its objections (the “Objections”). Thereafter, SRI and Goodyear shall endeavor in good faith, for a period not to exceed thirty (30) days from the date of delivery of such notice, to resolve the Objections.

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(ii) If at the end of the thirty (30)-day period there are any unresolved Objections, Goodyear and SRI shall submit their respective determinations and calculations and the items remaining in dispute for resolution in accordance with Section ‎8.2.

(iii) Upon determination of the Final Australia Inventory Value, the difference between the Estimated Australia Inventory Value and the Final Australia Inventory Value (such difference, the “Australia Inventory Value Adjustment”) shall be paid as follows: if the Final Australia Inventory Value: (A) exceeds the Estimated Australia Inventory Value, SRI shall pay an amount equal to the Australia Inventory Value Adjustment to Goodyear or any other Goodyear Group Member designated by Goodyear; or (B) is less than the Estimated Australia Inventory Value, Goodyear shall pay an amount equal to the Australia Inventory Value Adjustment to SRI or any other SRI Group Member designated by SRI. If the Final Australia Inventory Amount equals the Estimated Australia Inventory Value, there shall be no payment pursuant to this Section ‎2.9(i).

(iv) Payment of the amount equal to the Australia Inventory Value Adjustment pursuant to this Section ‎2.9(i), if any, shall be made by SRI or Goodyear, as the case may be, by Wire Transfer on the tenth (10th) Business Day following the date on which the period for Objections has expired or, if any Objections are asserted, on the tenth (10th) Business Day following the date on which the procedures for resolution of the Objections in this Section ‎2.9(i) have been completed.”

“2.13. Goodyear Retailers and Distributors Inventory.

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“(ii) With respect to any assets treated as transferred for U.S. federal income Tax purposes (including, for the avoidance of doubt, the assets of SP Brand Holding treated as acquired hereunder) within thirty (30) days after the later of the determination of the Final Closing Date Inventory Value and the Final Australia Inventory Value in accordance with Section ‎2.9, Goodyear shall prepare and deliver to SRI a proposed allocation (to the extent required by applicable Tax Law) of the amount of consideration (plus any additional amounts treated as consideration for U.S. federal income Tax purposes), prepared in a manner consistent with the Allocation Schedule (as adjusted to reflect any adjustments to the Aggregate Purchase Price arising as a result of any payments made in accordance with Section ‎2.9), the positions taken on any Tax Returns filed with respect to Transfer Taxes, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and other applicable Tax Law (the “Asset Allocation Schedule”). ”

“To the extent that the Aggregate Purchase Price is adjusted following the finalization of the Asset Allocation Schedule in accordance with this Section ‎4.15(e)(ii), the Parties shall prepare a revised Asset Allocation Schedule in accordance with the procedures set forth in this Section ‎4.15(e)(ii) to reflect the revised Aggregate Purchase Price; provided, that, with respect to any adjustment to the Aggregate Purchase Price arising as a result of any payments made pursuant to

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Section ‎2.9(d) in respect of the TLA Termination Date Inventory Value Adjustment and any payment made pursuant to Section 2.9(f) in respect of the TLA Repurchase Date Inventory Value, the Parties agree that the amount allocated to the Total Purchased Inventory (Europe) on the Asset Allocation Schedule shall be automatically increased or decreased, as the case may be, to reflect such adjustment to the Aggregate Purchase Price.”

4.18 Inventory in Transit. Goodyear and SRI shall, and shall cause their applicable Group Members to, use commercially reasonable efforts to implement the following approach to any Inventory that is, as of the Closing Date, in transit from an SRI Group Member to any location or facility in North America or Oceania that is either (i) owned or leased by the Goodyear Group or (ii) a location or facility where such Inventory will be held on behalf of the Goodyear Group:

(a) Prior to Departure from Port of Exit. For any such in-transit Inventory that has not yet departed from the relevant port of exit as of the Closing Date, the order relating to such in-transit Inventory shall be cancelled and of no further effect.

(b) After Departure from Port of Exit. For any such in-transit Inventory that has departed from the relevant port of exit as of the Closing Date, such in-transit Inventory shall be re-routed to a location or facility designated by SRI (provided that such location or facility is within the country served by the originally contemplated port of entry), whereby the Parties agree that (i) the transportation costs directly associated with such re-routing shall be borne equally by Goodyear and SRI and (ii) any other costs, including for storage arising due to any delay by SRI or its applicable Affiliate to pick up or process such Inventory, shall be borne by SRI; provided that (x) Goodyear shall provide to SRI or the applicable SRI Group Member the purchase order numbers and container numbers of all such Inventory to be re-routed at the latest forty-eight (48) hours after the Closing, and (y) SRI or the applicable SRI Group Member shall provide the location or facility to which such Inventory will be re-routed to Goodyear within five (5) Business Days after Goodyear provides to SRI such purchase order numbers and container numbers.

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[Remainder of Page Intentionally Blank; Signature Pages to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[Signature Page to First Amendment to the Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[Signature Page to First Amendment to the Purchase Agreement]