Eaton (NYSE: ETN) executive gets stock awards and withholds shares for tax

Rhea-AI Filing Summary

Eaton Corp plc executive Monesmith Heath B. reported multiple equity award transactions. On February 25, 2026, he received grants of 9,985 ordinary shares, 6,150 stock options, and 2,090 restricted stock units 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, 742 restricted stock units granted earlier converted into 742 ordinary shares upon vesting of performance share awards. In connection with these settlements, 4,246 and 328 ordinary shares were withheld to cover tax liabilities, which are dispositions for tax withholding rather than open-market sales. Following these transactions, he also holds ordinary shares indirectly in the Eaton Savings Plan.

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^*

Monesmith Heath B.

(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		9,985(1)	A	$0	71,525	D
Ordinary Shares	02/26/2026		F		4,246(2)	D	$372.96	67,279	D
Ordinary Shares	02/26/2026		M		742	A	$0	68,021	D
Ordinary Shares	02/26/2026		F		328	D	$367.49	67,693	D
Ordinary Shares								3,506(7)	I	by trustee of ESP

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		6,150		02/25/2027(3)	02/25/2036	Ordinary Shares	6,150	$0	6,150	D
Restricted Stock Units	$0.0	02/25/2026		A		2,090		02/25/2027(4)	(6)	Ordinary Shares	2,090	$0	2,090	D
Restricted Stock Units	$0.0	02/26/2026		M			742	02/26/2026(5)	(6)	Ordinary Shares	742	$0	1,508	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.

7. These ordinary shares are held in the Eaton Savings Plan.

Remarks:

President and Chief Operating Officer - Electrical Sector of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Heejin Jun, as Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Eaton (ETN) report for Monesmith Heath B.?

The Form 4 shows equity awards and related tax withholdings. He received ordinary shares, stock options, and restricted stock units, plus shares from vesting performance awards, while some shares were withheld to satisfy tax obligations rather than sold on the open market.

How many Eaton (ETN) ordinary shares were granted to the insider?

The insider was granted 9,985 ordinary shares as an award. These were reported as an acquisition with no exercise price, increasing his direct share ownership and forming part of a broader equity compensation package alongside options and restricted stock units.

What stock options and RSUs did the Eaton (ETN) executive receive?

The filing reports a grant of 6,150 stock options and 2,090 restricted stock units. Both instruments vest 33% on the first and second anniversaries of the grant date and 34% on the third, creating a staggered, multi‑year incentive structure for the executive.

Were any Eaton (ETN) shares sold by the insider on the market?

The filing describes share dispositions classified as tax-withholding events. A total of 4,246 and 328 ordinary shares were withheld to cover taxes on vested performance share awards, meaning these were not discretionary open‑market sales by the executive.

How did performance share awards affect Eaton (ETN) insider holdings?

Vesting of performance share awards led to 742 restricted stock units converting into 742 ordinary shares. This increased the executive’s direct ordinary share holdings as a result of meeting performance conditions tied to prior awards, rather than from purchases on the market.

What is the vesting schedule for Eaton (ETN) options and RSUs granted?

Both the stock options and restricted stock units vest over three years. They vest 33% on each of the first and second anniversaries of the grant date, and the remaining 34% on the third, aligning long‑term incentives with multi‑year service and performance.

Does the Eaton (ETN) insider hold shares indirectly through a plan?

Yes. The Form 4 notes ordinary shares held indirectly in the Eaton Savings Plan. These are reported with indirect ownership and are held by a trustee of the employee savings plan, reflecting retirement or savings plan participation rather than directly held brokerage shares.