[144] Eaton Corporation, plc SEC Filing

Rhea-AI Filing Summary

On 21 Jul 2025, The GEO Group (GEO) filed a Form 4 for Executive Chairman & Director George C. Zoley covering transactions on 17 Jul 2025.

• Code F (tax withholding): 81,794 common shares were automatically surrendered at $25.22 to satisfy payroll taxes triggered by the vesting of restricted stock. This is not an open-market sale.
• Post-transaction ownership: Zoley still holds 4,132,853 common shares directly and 104,850 shares indirectly via family trusts, maintaining substantial economic exposure.
• Restricted stock update: Holdings now reflect 50,000 restricted shares and the vesting of 207,862 shares on the same date.

The filing is largely administrative and is unlikely to have a material effect on GEO’s share count or market sentiment.

Positive

• Executive retains 4.13 million shares, signalling continued alignment with shareholder interests.

Negative

• 81,794 shares were surrendered, modestly increasing shares held by the company rather than the market, but representing ≈$2 million in potential dilution.

Insights

Financial Analyst

TL;DR: Administrative tax-withholding; insider retains >4 M shares, so market impact negligible.

The Code F surrender merely covers federal and state taxes owed on a sizable restricted-stock vesting. Because the shares were withheld by the company—rather than sold on the open market—no incremental selling pressure is introduced. Zoley’s direct stake of roughly 4.1 M shares (≈3% of GEO’s outstanding) remains intact, underscoring ongoing alignment with public shareholders. Overall, the disclosure is routine and neutral for valuation or liquidity forecasts.

Corporate Governance Expert

TL;DR: Routine Form 4 shows compliance with Section 16; no governance red flags detected.

The prompt, detailed filing demonstrates adherence to insider-trading disclosure rules. The use of trusts for children is properly noted, and the absence of discretionary sales suggests no immediate concern about future performance. Governance posture remains stable.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	62500	23663750	391300000	07/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/27/2021	Acquired as compensation -- Restricted Stock Units	The Issuer			1227	02/27/2021	Compensation
Common	05/12/2025	Acquired as compensation -- Restricted Stock Units	The Issuer			764	05/12/2025	Compensation
Common	02/23/2021	Acquired as compensation -- Restricted Stock Units	The Issuer			47962	02/23/2021	Compensation
Common	02/21/2020	Acquired as compensation -- Restricted Stock Units	The Issuer			4818	02/21/2020	Compensation
Common	02/25/2020	Acquired as compensation -- Restricted Stock Units	The Issuer			7729	02/25/2020	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Craig Arnold Eaton House 30 Pembroke Road Dublin L2 D04 Y0C2	Common	06/02/2025	62500	19928750
Craig Arnold Eaton House 30 Pembroke Road Dublin L2 D04 Y0C2	Common	06/06/2025	62500	20405000
Craig Arnold Eaton House 30 Pembroke Road Dublin L2 D04 Y0C2	Common	06/17/2025	62500	20656875

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many GEO shares did George C. Zoley surrender on 17 Jul 2025?

He surrendered 81,794 common shares to cover tax withholding.

What transaction code appears on the Form 4 for GEO?

The filing shows Transaction Code F, indicating shares withheld for taxes.

How many GEO shares does Zoley own directly after the transaction?

He now directly owns 4,132,853 common shares.

Does this Form 4 represent an open-market sale of GEO stock?

No. Code F reflects company-withheld shares for taxes, not an open-market sale.

Were any derivative securities reported in the filing?

No derivative securities were listed in Table II.

How many restricted shares vested on 17 Jul 2025?

A total of 207,862 restricted shares vested, per the explanatory footnote.