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Eaton (ETN) director Napoli exercises 621 RSUs and gets 470-unit grant

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

Rhea-AI Filing Summary

Eaton Corp plc director Silvio Napoli reported routine equity compensation activity. On May 6, 2026, he exercised 621 ordinary-share-linked restricted stock units, converting them into ordinary shares, and 299 ordinary shares were disposed of to cover tax obligations.

He also received a new grant of 470 restricted stock units as compensation for his service on the Board of Directors. After these transactions, Napoli directly holds 1,756 ordinary shares and 470 restricted stock units, with each unit representing a contingent right to receive one ordinary share.

Positive

  • None.

Negative

  • None.
Insider Napoli Silvio
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 299 $416.50 $125K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Ordinary Shares — 2,055 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-withholding shares 299 shares Ordinary shares disposed to cover tax liability on May 6, 2026 at $416.50
Ordinary shares from RSU exercise 621 shares Ordinary shares acquired via derivative exercise on May 6, 2026
New RSU grant 470 units Restricted stock units granted as director compensation on May 6, 2026
Shares held after transactions 1,756 shares Directly owned ordinary shares following reported transactions
RSUs outstanding after grant 470 units Restricted stock units remaining after exercise and new award
Implied market value of tax shares $124,523.50 299 shares at $416.50 per share for tax withholding disposition
Restricted Stock Units financial
"The restricted stock units were granted to the reporting person as compensation for the reporting person's service"
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"
reinvested dividends financial
"Shares have been adjusted to account for reinvested dividends"
Reinvested dividends are payouts a shareholder receives from a company that are automatically used to buy additional shares instead of being taken as cash. For investors this acts like planting dividends back into the portfolio so each future payout can come from a slightly larger holding, helping returns compound over time and showing the difference between income you spend today and total growth of your investment.
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*
Napoli Silvio
(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$02,055(5)D
Ordinary Shares05/06/2026F299D$416.51,756D
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 Silvio Napoli report?

Silvio Napoli reported an equity award, an option-like RSU exercise, and a related tax share withholding. He exercised 621 restricted stock units into ordinary shares, had 299 shares withheld for taxes, and received 470 new restricted stock units as director compensation.

How many Eaton (ETN) shares does Silvio Napoli own after these Form 4 transactions?

After the reported transactions, Silvio Napoli directly holds 1,756 ordinary shares of Eaton Corp plc. He also holds 470 restricted stock units, each representing a contingent right to receive one additional ordinary share upon vesting, subject to the plan’s terms.

What was the purpose of the 299 Eaton (ETN) shares disposed of by Silvio Napoli?

The 299 ordinary shares were disposed of to satisfy tax obligations linked to the equity transaction. This tax-withholding disposition is a non-market event where shares are delivered to cover exercise price or tax liability, rather than an open-market sale for investment reasons.

What equity award did Silvio Napoli receive from Eaton (ETN) on May 6, 2026?

Silvio Napoli received a grant of 470 restricted stock units as compensation for serving on Eaton’s Board of Directors. These units are scheduled to vest in full on the first anniversary of the grant date, each converting into one ordinary share when vesting occurs.

How do Silvio Napoli’s Eaton (ETN) restricted stock units work?

Each restricted stock unit gives Napoli a contingent right to receive one ordinary Eaton share upon vesting. The filing notes grants tied to board service, full vesting after one year, and adjustments for reinvested dividends, which can increase the number of units over time.