Eaton (ETN) executive converts RSUs to shares and withholds stock for taxes

Rhea-AI Filing Summary

Eaton Corp plc executive Michael Yelton exercised equity awards and had shares withheld for taxes. On February 23, 2026, he converted 524 restricted stock units into 524 ordinary shares at no exercise price. To satisfy tax obligations, 163 ordinary shares were disposed of through tax withholding at $374.26 per share.

After these transactions, Yelton held 2,457 ordinary shares directly. He also had 3,049 ordinary shares held indirectly in the Eaton Savings Plan, where a trustee holds the shares on his behalf. The restricted stock units originated from a February 22, 2023 grant with multi-year vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yelton Michael

(Last) (First) (Middle)

1000 EATON BOULEVARD

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	02/23/2026		M		524	A	$0	2,620	D
Ordinary Shares	02/23/2026		F		163	D	$374.26	2,457	D
Ordinary Shares								3,049(3)	I	by trustee of ESP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0	02/23/2026		M			524	02/22/2024(2)	(1)	Ordinary Shares	524	$0	0	D

Explanation of Responses:

1. This field is not applicable.

2. These restricted stock units were granted on February 22, 2023 and vested as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

3. These ordinary shares are held in the Eaton Savings Plan.

Remarks:

President - Americas Region, Electrical Sector of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Heejin Jun, as Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Eaton (ETN) executive Michael Yelton report on this Form 4?

Michael Yelton reported exercising 524 restricted stock units into 524 ordinary Eaton shares and a related tax-withholding disposition of 163 shares. These equity award transactions adjusted his mix of derivative and non-derivative holdings without reflecting an open-market purchase or sale.

How many Eaton (ETN) restricted stock units did Yelton convert to shares?

Yelton converted 524 restricted stock units into 524 ordinary Eaton shares on February 23, 2026. Each restricted stock unit represented a contingent right to receive one ordinary share, stemming from a February 22, 2023 grant with vesting over three annual installments.

Why were 163 Eaton (ETN) shares disposed of in this filing?

The 163 ordinary shares were disposed of under transaction code F, which denotes shares withheld to pay taxes or exercise costs. They were valued at $374.26 per share and used specifically to satisfy tax liabilities related to the equity award vesting and conversion.

What are Michael Yelton’s direct Eaton (ETN) share holdings after these transactions?

Following the reported transactions, Yelton directly held 2,457 ordinary Eaton shares. This figure reflects the new shares received from the restricted stock unit conversion, net of the 163 shares withheld to cover associated tax obligations on February 23, 2026.

What indirect Eaton (ETN) holdings does Yelton report in the Eaton Savings Plan?

Yelton reports 3,049 ordinary Eaton shares held indirectly in the Eaton Savings Plan. These shares are held by a plan trustee, not directly in his brokerage account, but they are attributed to him for reporting purposes as part of his overall beneficial ownership.

What was the vesting schedule of Yelton’s reported restricted stock units at Eaton (ETN)?

The restricted stock units were granted on February 22, 2023 and vested 33% on the first anniversary, 33% on the second anniversary, and the remaining 34% on the third anniversary. Each vested unit entitled Yelton to receive one ordinary Eaton share upon settlement.