Eaton (ETN) officer converts 420 RSUs, withholds 132 shares for taxes

Rhea-AI Filing Summary

Eaton Corp plc officer Peter Denk exercised 420 restricted stock units into 420 ordinary shares on February 23, 2026 at a stated price of $0.0000 per unit. Following this derivative exercise, his direct holdings in ordinary shares increased.

On the same date, 132 ordinary shares were disposed of at $374.2600 per share in a tax-withholding transaction related to the award. After these transactions, Denk directly owned 6,518 ordinary shares. The restricted stock units were originally granted on February 22, 2023 and vested 33% on each of the first two anniversaries and 34% on the third anniversary, with each unit representing one ordinary share.

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

OMB APPROVAL

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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^*

Denk Peter

(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		420	A	$0	6,650	D
Ordinary Shares	02/23/2026		F		132	D	$374.26	6,518	D

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			420	02/22/2024(2)	(1)	Ordinary Shares	420	$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.

Remarks:

President and Chief Operating Officer - Industrial Sector of Eaton Corporation, a subsidiary of the Issuer. Power of Attorney is attached hereto as Exhibit 24.

	/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 insider transactions did Eaton (ETN) officer Peter Denk report?

Peter Denk reported exercising 420 restricted stock units into 420 ordinary shares and a related tax-withholding disposition of 132 ordinary shares at $374.2600 per share, all on February 23, 2026, under a Form 4 filing.

How many Eaton (ETN) shares does Peter Denk own after this Form 4?

After the reported transactions, Peter Denk directly owns 6,518 Eaton ordinary shares. This reflects the net impact of converting 420 restricted stock units into shares and the tax-withholding disposition of 132 shares on February 23, 2026.

What type of equity award did Peter Denk exercise at Eaton (ETN)?

Peter Denk exercised 420 restricted stock units, each representing a contingent right to receive one Eaton ordinary share. These units were granted on February 22, 2023 and vested 33% on the first and second anniversaries and 34% on the third anniversary.

Why were 132 Eaton (ETN) shares disposed of in Peter Denk’s Form 4?

The 132 ordinary shares were disposed of in a tax-withholding transaction at $374.2600 per share. This disposition satisfied the exercise price or tax liability associated with the equity award rather than representing an open-market sale.

Were Peter Denk’s Eaton (ETN) transactions open-market buys or sells?

The filing shows a derivative exercise/conversion of 420 restricted stock units into ordinary shares and a tax-withholding disposition of 132 shares. The transactions are coded “M” for derivative exercise and “F” for tax withholding, not open-market purchases or sales.

When were Peter Denk’s Eaton (ETN) restricted stock units granted and how did they vest?

The restricted stock units were granted on February 22, 2023. They vested 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary, with each vested unit delivering one Eaton ordinary share.