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Eaton (ETN) director logs RSU grant, exercise and tax-withholding share disposition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eaton Corp plc director Karenann K. Terrell reported routine equity compensation activity involving company shares. On May 6, 2026, she exercised 621 ordinary-share equivalents from restricted stock units and received the same number of ordinary shares.

On the same date, 150 ordinary shares were disposed of through a tax-withholding transaction at $416.50 per share, covering tax obligations rather than representing an open-market sale. Following these transactions, she directly held 1,435 ordinary shares.

She was also granted 470 restricted stock units as compensation for her service on the Board. Each unit represents a contingent right to receive one ordinary share, with vesting terms tied to the first anniversary of the grant date and including adjustments for reinvested dividends.

Positive

  • None.

Negative

  • None.
Insider Terrell Karenann K
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 621 $0.00 --
Grant/Award Restricted Stock Units 470 $0.00 --
Exercise Ordinary Shares 621 $0.00 --
Tax Withholding Ordinary Shares 150 $416.50 $62K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Ordinary Shares — 1,435 shares (Direct, null)
Footnotes (1)
  1. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors and vested in their entirety on the first anniversary of the date of grant. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. This field is not applicable. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors. These restricted stock units will vest in their entirety on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. Shares have been adjusted to account for reinvested dividends.
Tax-withheld shares 150 ordinary shares at $416.50 Tax-withholding disposition on May 6, 2026
RSUs exercised 621 shares Restricted stock units converted to ordinary shares on May 6, 2026
New RSU grant 470 restricted stock units Board compensation award granted May 6, 2026
Shares held after transactions 1,435 ordinary shares Direct holdings following May 6, 2026 activity
Restricted Stock Units financial
"The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"Exercise or conversion of derivative security"
dividend equivalent reinvestment feature financial
"Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature"
contingent right to receive one ordinary share financial
"Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Terrell Karenann K
(Last)(First)(Middle)
1000 EATON BLVD.
(Street)
CLEVELAND OHIO 44122
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/06/2026M621A$01,435(5)D
Ordinary Shares05/06/2026F150D$416.51,285D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0.0005/06/2026M621(3) (1) (2)Ordinary Shares621$00D
Restricted Stock Units$0.0005/06/2026A470 (4) (2)Ordinary Shares470$0470D
Explanation of Responses:
1. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors and vested in their entirety on the first anniversary of the date of grant. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
2. This field is not applicable.
3. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
4. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors. These restricted stock units will vest in their entirety on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
5. Shares have been adjusted to account for reinvested dividends.
Remarks:
Power of Attorney is attached hereto as Exhibit 24.
/s/ Heejin Jun, as Attorney-in-Fact05/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Eaton (ETN) director Karenann Terrell report?

Karenann K. Terrell reported exercising 621 restricted stock units into ordinary shares, a tax-withholding disposition of 150 ordinary shares, and receiving a grant of 470 new restricted stock units as Board compensation, all dated May 6, 2026.

Did the Eaton (ETN) director sell shares in the open market in this Form 4?

No open-market sale is reported. The 150 ordinary shares were disposed of as a tax-withholding transaction at $416.50 per share, covering tax liabilities associated with equity compensation rather than reflecting a discretionary market sale.

How many Eaton (ETN) ordinary shares does the director hold after these transactions?

After the reported transactions, Karenann K. Terrell directly holds 1,435 ordinary shares of Eaton Corp plc. This figure reflects the net result of exercising 621 restricted stock units and the 150-share tax-withholding disposition on May 6, 2026.

What restricted stock unit awards did the Eaton (ETN) director receive?

She received a grant of 470 restricted stock units as compensation for Board service. Each unit represents a contingent right to receive one Eaton ordinary share, with the award vesting in full on the first anniversary of the grant date, subject to dividend-related adjustments.

How are dividends treated in the Eaton (ETN) director’s restricted stock units?

The filing notes that amounts include restricted stock units acquired via a dividend equivalent reinvestment feature, and that shares have been adjusted to account for reinvested dividends, meaning dividend value is reinvested into additional units or share equivalents.