Eaton (NYSE: ETN) director receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Eaton Corp plc director and officer Paulo Ruiz Sternadt reported multiple equity compensation transactions. On February 25, 2026, he received grants of 24,450 stock options, 8,345 restricted stock units, and 7,225 ordinary shares tied to awards. On February 26, 2026, 1,534 restricted stock units were converted into ordinary shares, and ordinary shares were disposed of to satisfy tax withholding obligations related to recently vested performance share awards.

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)
02/25/2026

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	02/25/2026		A		7,225(1)	A	$0	35,452	D
Ordinary Shares	02/26/2026		F		3,187(2)	D	$372.96	32,265	D
Ordinary Shares	02/26/2026		M		1,534	A	$0	33,799	D
Ordinary Shares	02/26/2026		F		677	D	$367.49	33,122	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
Stock Option	$373.53	02/25/2026		A		24,450		02/25/2027(3)	02/25/2036	Ordinary Shares	24,450	$0	24,450	D
Restricted Stock Units	$0.0	02/25/2026		A		8,345		02/25/2027(4)	(6)	Ordinary Shares	8,345	$0	8,345	D
Restricted Stock Units	$0.0	02/26/2026		M			1,534	02/26/2026(5)	(6)	Ordinary Shares	1,534	$0	3,116	D

Explanation of Responses:

1. These shares were acquired upon the vesting of performance share awards.

2. Represents shares withheld to cover taxes incurred in connection with the settlement of the performance share awards that vested February 25, 2026.

3. These stock options become exercisable 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.

4. These restricted stock units were granted on February 25, 2026 and vest 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.

5. These restricted stock units were granted on February 26, 2025 and vest 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.

6. This field is not applicable.

Remarks:

Chief Executive Officer of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Heejin Jun, as Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Eaton (ETN) report for Paulo Ruiz Sternadt?

Paulo Ruiz Sternadt reported equity compensation activity, including new grants of stock options, restricted stock units, and ordinary shares, plus vesting-related share conversions and tax-withholding dispositions. These transactions reflect compensation and tax settlement mechanics rather than open-market purchases or sales.

How many stock options did Paulo Ruiz Sternadt receive at Eaton (ETN)?

He received a grant of 24,450 stock options, which become exercisable in staged installments over three years. The options vest 33% on the first and second anniversaries of the grant date and 34% on the third anniversary, according to the footnote disclosure.

What restricted stock unit activity did Eaton (ETN) disclose for Paulo Ruiz Sternadt?

He was granted 8,345 restricted stock units on February 25, 2026 and had 1,534 restricted stock units convert into ordinary shares on February 26, 2026. The grants vest 33%, 33%, and 34% over three years, each unit representing a contingent right to one ordinary share.

Were any of Paulo Ruiz Sternadt’s Eaton (ETN) share transactions open-market sales?

The reported dispositions were coded as tax-withholding events, not open-market sales. Shares were withheld or delivered to cover taxes incurred upon settlement of performance share awards that vested on February 25, 2026, consistent with the Form 4 transaction codes and footnotes.

How do the new Eaton (ETN) stock options for Paulo Ruiz Sternadt vest?

The stock options vest in three tranches: 33% on the first anniversary of the grant date, another 33% on the second anniversary, and the remaining 34% on the third anniversary. They become exercisable according to this schedule, as described in the footnote detail.

What do Eaton (ETN) restricted stock units represent for Paulo Ruiz Sternadt?

Each restricted stock unit represents a contingent right to receive one ordinary share of Eaton upon vesting. The awards vest 33%, 33%, and 34% over three years from the grant dates, aligning long-term equity compensation with continued service and performance conditions.