Eaton (ETN) director converts RSUs to shares and withholds stock for taxes

Rhea-AI Filing Summary

Eaton Corp plc director and officer Paulo Ruiz Sternadt reported equity award activity. On February 27, 2026 he exercised 691 restricted stock units for 691 ordinary shares at a stated price of $0.00 per share. To cover tax obligations, 305 ordinary shares were disposed of at $370.88 per share through tax withholding, a non-market transaction. After these transactions, he directly holds 33,508 ordinary shares and 713 restricted stock units.

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

OMB Number:			3235-0287
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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)
02/27/2026

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	02/27/2026		M		691	A	$0	33,813	D
Ordinary Shares	02/27/2026		F		305	D	$370.88	33,508	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	02/27/2026		M			691	02/28/2025(1)	(2)	Ordinary Shares	691	$0	713	D

Explanation of Responses:

1. These restricted stock units were granted on February 28, 2024 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.

2. This field is not applicable.

Remarks:

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

	/s/ Heejin Jun, as Attorney-in-Fact	03/02/2026
	** 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 Paulo Ruiz Sternadt report in this Eaton (ETN) Form 4 filing?

He reported exercising 691 restricted stock units into 691 Eaton ordinary shares and a related tax-withholding share disposition. These transactions reflect equity compensation activity rather than open-market buying or selling, and adjust his reported direct ownership balances in Eaton securities.

How many restricted stock units did the Eaton (ETN) director convert?

He converted 691 restricted stock units into 691 Eaton ordinary shares at a stated price of $0.00 per share. Each restricted stock unit represented a contingent right to receive one ordinary share upon vesting and exercise according to the original award terms.

What was the purpose of the share disposition in the Eaton (ETN) Form 4?

The disposition of 305 ordinary shares, coded “F,” was to satisfy exercise price or tax liabilities. These shares were delivered at $370.88 per share, indicating a tax-withholding disposition rather than an ordinary market sale initiated for portfolio or investment reasons.

What are Paulo Ruiz Sternadt’s Eaton (ETN) holdings after these transactions?

Following the transactions, he directly holds 33,508 Eaton ordinary shares and 713 restricted stock units. These balances reflect the net effect of exercising 691 units into shares and delivering 305 shares for tax purposes connected to the equity compensation event reported.

When were the reported Eaton (ETN) equity transactions executed?

All three reported transactions occurred on February 27, 2026. They include the exercise of 691 restricted stock units into ordinary shares and the related tax-withholding disposition of 305 shares, as part of the administration of Eaton’s equity compensation arrangements for the reporting person.

What are the vesting terms of the Eaton (ETN) restricted stock units mentioned?

The restricted stock units were granted on February 28, 2024 and vest 33% on the first and second anniversaries, with 34% vesting on the third. Each unit provides a contingent right to receive one Eaton ordinary share upon vesting and settlement.