Eaton Corp plc (NYSE: ETN) director granted 120.975 phantom share units

Rhea-AI Filing Summary

RUIZ STERNADT PAULO reported acquisition or exercise transactions in this Form 4 filing.

Eaton Corp plc director and officer Paulo Ruiz Sternadt received a grant of 120.975 phantom shares as deferred compensation. These units were credited under Eaton’s deferred incentive compensation plans for bonus and long-term incentive pay earned during 2025.

The number of phantom shares is based on the average of the mean prices of Eaton’s ordinary shares over twenty trading days following the earning period, at a referenced value of $334.161 per share. After this award, Ruiz Sternadt holds a total of 1,609.476 phantom shares, each economically equivalent to one ordinary share of Eaton common stock.

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

OMB APPROVAL

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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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks below.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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
Phantom Shares	$0	03/20/2026		A		120.975(1)		(2)	(2)	Ordinary Shares	120.975	$334.161	1,609.476(3)	D

Explanation of Responses:

1. These phantom shares were acquired as a result of the reporting person's deferral in the deferred incentive compensation plans maintained by the Issuer of bonus and long-term incentive compensation earned during 2025. The number of phantom shares acquired is based on the average of the mean prices for the Issuer's ordinary shares for the twenty trading days immediately following the end of the period in which the compensation was earned. Each share of phantom stock is the economic equivalent of one share of common stock.

2. This field is not applicable.

3. Amount includes phantom shares acquired pursuant to a dividend equivalent reinvestment feature.

Remarks:

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

	/s/ Heejin Jun, as Attorney-in-Fact	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Eaton reported that director and officer Paulo Ruiz Sternadt received 120.975 phantom shares. These were granted as deferred bonus and long-term incentive compensation earned during 2025, increasing his total phantom share holdings to 1,609.476 units tied to Eaton’s ordinary shares.

What are the phantom shares granted to Paulo Ruiz Sternadt at Eaton (ETN)?

The phantom shares are deferred compensation units economically equivalent to Eaton ordinary shares. Each phantom share mirrors the value of one common share, allowing the executive to defer bonus and long-term incentive pay into share-based units rather than receiving immediate cash.

How was the 120.975 phantom share amount for Eaton (ETN) calculated?

The 120.975 phantom shares were based on the average of the mean prices of Eaton’s ordinary shares. Specifically, the plan uses the twenty trading days immediately after the period in which 2025 bonus and long-term incentive compensation was earned to determine the conversion into units.

What price reference applied to Paulo Ruiz Sternadt’s Eaton (ETN) phantom share grant?

The grant used a reference price of $334.161 per phantom share. This value reflects the average of mean Eaton ordinary share prices over twenty trading days after the compensation-earning period, as specified in the deferred incentive compensation plans’ mechanics for converting cash awards into units.

How many phantom shares does Paulo Ruiz Sternadt now hold at Eaton (ETN)?

Following the new award, Paulo Ruiz Sternadt holds 1,609.476 phantom shares. This total includes the 120.975 units from deferred 2025 bonus and long-term incentive compensation, plus additional phantom shares previously acquired, including amounts from a dividend equivalent reinvestment feature.

Did dividends affect the phantom share balance for Eaton (ETN) insider Paulo Ruiz Sternadt?

Yes. The total phantom share amount includes units acquired through a dividend equivalent reinvestment feature. Under this feature, dividends that would be paid on Eaton ordinary shares are instead credited as additional phantom shares, compounding the executive’s deferred compensation position over time.