Eaton (NYSE: ETN) director nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Eaton Corp plc director and officer Paulo Ruiz Sternadt reported equity award activity involving restricted stock units and ordinary shares. On the vesting of previously granted restricted stock units, he exercised or converted 891 units into 891 ordinary shares at a stated price of 0.0000 per share. To satisfy tax obligations tied to this vesting, 393 ordinary shares were disposed of in a tax-withholding transaction at 374.2600 per share. After these transactions, he held 28,227 ordinary shares directly.

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^*

RUIZ STERNADT PAULO

(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)

X	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		891	A	$0	28,620	D
Ordinary Shares	02/23/2026		F		393	D	$374.26	28,227	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			891	02/22/2024(2)	(1)	Ordinary Shares	891	$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:

Chief Executive Officer 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) insider Paulo Ruiz Sternadt report in this Form 4?

He reported vesting of restricted stock units converting into 891 ordinary shares, followed by a tax-withholding disposition of 393 shares. After these equity award-related transactions, he directly owned 28,227 ordinary shares of Eaton Corp plc.

Were the Eaton (ETN) Form 4 transactions open-market buys or sells?

No, the transactions reflect equity award mechanics, not open-market trades. Restricted stock units were exercised or converted into ordinary shares, and some of those shares were withheld and disposed of solely to cover associated tax liabilities.

How many Eaton (ETN) restricted stock units vested for Paulo Ruiz Sternadt?

A total of 891 restricted stock units vested and were converted into 891 ordinary shares. These units came from a grant dated February 22, 2023, where each unit represented a contingent right to receive one ordinary share of Eaton.

At what price were Eaton (ETN) shares withheld for taxes in this filing?

In the tax-withholding transaction, 393 ordinary shares were disposed of at a price of 374.2600 per share. This disposition was specifically identified as payment of tax liability by delivering securities rather than a discretionary market sale.

How many Eaton (ETN) shares does Paulo Ruiz Sternadt own after these transactions?

Following the vesting and related tax-withholding disposition, his direct ownership stands at 28,227 ordinary shares. This total reflects the addition of 891 shares from restricted stock unit conversion and the removal of 393 shares used to satisfy tax obligations.

What are the vesting terms of the Eaton (ETN) restricted stock units in this Form 4?

The restricted stock units were granted on February 22, 2023 and vest in three tranches: 33% on the first anniversary, 33% on the second anniversary, and the remaining 34% on the third anniversary of the original grant date.