Eaton (NYSE: ETN) executive granted stock awards, shares withheld for taxes

Rhea-AI Filing Summary

Eaton Corp plc executive Peter Denk reported multiple equity compensation transactions. On February 25, 2026, he was granted 4,100 stock options, 1,395 restricted stock units, and 3,402 ordinary shares as awards. The options and restricted stock units vest 33% on the first and second anniversaries of the grant date and 34% on the third.

On February 26, 2026, 346 restricted stock units vested into ordinary shares, and Eaton withheld 1,168 shares at $372.96 and 153 shares at $367.49 to cover taxes related to these performance share awards. Following these transactions, Denk directly owned 8,945 ordinary shares.

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^*

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)
02/25/2026

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		3,402(1)	A	$0	9,920	D
Ordinary Shares	02/26/2026		F		1,168(2)	D	$372.96	8,752	D
Ordinary Shares	02/26/2026		M		346	A	$0	9,098	D
Ordinary Shares	02/26/2026		F		153	D	$367.49	8,945	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		4,100		02/25/2027(3)	02/25/2036	Ordinary Shares	4,100	$0	4,100	D
Restricted Stock Units	$0.0	02/25/2026		A		1,395		02/25/2027(4)	(6)	Ordinary Shares	1,395	$0	1,395	D
Restricted Stock Units	$0.0	02/26/2026		M			346	02/26/2026(5)	(6)	Ordinary Shares	346	$0	704	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:

President and Chief Operating Officer - Industrial Sector 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) executive Peter Denk report?

Peter Denk reported equity compensation activity including grants of stock options, restricted stock units, and ordinary shares, plus share withholding for taxes. These transactions reflect routine awards and the vesting of performance share units, rather than open-market purchases or sales.

How many stock options were granted to Peter Denk at Eaton (ETN)?

Peter Denk received a grant of 4,100 stock options. These options become exercisable 33% on the first and second anniversaries of the grant date and 34% on the third, aligning his compensation with longer-term company performance and retention incentives.

What restricted stock unit (RSU) awards did Peter Denk receive at Eaton (ETN)?

Peter Denk was granted 1,395 restricted stock units on February 25, 2026. These RSUs vest 33% on the first and second anniversaries of the grant date and 34% on the third, with each RSU representing a contingent right to receive one ordinary share of Eaton.

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

The dispositions reflect tax-withholding rather than open-market sales. Eaton withheld 1,168 shares at $372.96 and 153 shares at $367.49 to cover taxes on vested performance share awards, a common mechanism in equity compensation plans.

How many ordinary shares does Eaton (ETN) executive Peter Denk own after these transactions?

After these equity award grants, vesting, and tax-withholding dispositions, Peter Denk directly owned 8,945 ordinary shares of Eaton. This figure reflects his updated beneficial ownership as reported in the Form 4 following the February 25–26, 2026 transactions.

How do Peter Denk’s new stock options at Eaton (ETN) vest over time?

The 4,100 stock options granted to Peter Denk vest in three tranches: 33% on the first anniversary of the grant date, 33% on the second, and the remaining 34% on the third. This multi-year schedule is designed to encourage longer-term alignment with Eaton’s performance.