Eaton (ETN) director exercises RSUs and uses shares to cover tax

Rhea-AI Filing Summary

Eaton Corp plc director Dorothy C. Thompson reported equity compensation activity and related share movements. She exercised derivative securities into 621 ordinary shares and had 150 shares withheld in a tax-withholding disposition at $416.50 per share, leaving 1,263 ordinary shares held directly. She also received a grant of 470 restricted stock units for Board service, each representing one future ordinary share, and reports 2,205 ordinary shares held indirectly by her spouse.

Insider Trade Summary

621 shares exercised/converted

Mixed 5 txns

Insider Thompson Dorothy C

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	621	$0.00	--
Grant/Award	Restricted Stock Units	470	$0.00	--
Exercise	Ordinary Shares	621	$0.00	--
Tax Withholding	Ordinary Shares	150	$416.50	$62K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Ordinary Shares — 1,413 shares (Direct, null); Ordinary Shares — 2,205 shares (Indirect, By spouse)

Footnotes (1)

1. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors and vested in their entirety on the first anniversary of the date of grant. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. This field is not applicable. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors. These restricted stock units will vest in their entirety on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. Shares have been adjusted to account for reinvested dividends.

Key Figures

Shares exercised: 621 ordinary shares Tax-withholding shares: 150 ordinary shares Share price for tax withholding: $416.50 per share +4 more

7 metrics

Shares exercised 621 ordinary shares Exercise or conversion of derivative security on 2026-05-06

Tax-withholding shares 150 ordinary shares Shares delivered to satisfy tax liability at $416.50 per share

Share price for tax withholding $416.50 per share Value used for 150-share tax-withholding disposition

Direct holdings after transactions 1,263 ordinary shares Direct ownership following reported transactions

Indirect spouse holdings 2,205 ordinary shares Ordinary shares held indirectly by spouse

New RSU grant 470 restricted stock units Board compensation grant, vesting on first anniversary of grant

Exercised RSUs 621 restricted stock units Derivative RSUs converted into ordinary shares; RSU balance reduced to zero

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, dividend equivalent reinvestment feature, +1 more

5 terms

Restricted Stock Units financial

"The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

dividend equivalent reinvestment feature financial

"Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature."

indirect ownership financial

"direct_or_indirect": "I","nature_of_ownership": "By spouse""

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Thompson Dorothy C

(Last) (First) (Middle)

1000 EATON BLVD.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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
Ordinary Shares	05/06/2026		M		621	A	$0	1,413(5)	D
Ordinary Shares	05/06/2026		F		150	D	$416.5	1,263	D
Ordinary Shares								2,205	I	By spouse

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	$0.00	05/06/2026		M			621(3)	(1)	(2)	Ordinary Shares	621	$0	0	D
Restricted Stock Units	$0.00	05/06/2026		A		470		(4)	(2)	Ordinary Shares	470	$0	470	D

Explanation of Responses:

1. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors and vested in their entirety on the first anniversary of the date of grant. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

2. This field is not applicable.

3. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

4. The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors. These restricted stock units will vest in their entirety on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

5. Shares have been adjusted to account for reinvested dividends.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.

	/s/ Heejin Jun, as Attorney-in-Fact	05/08/2026
	** 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 equity transactions did Eaton (ETN) director Dorothy Thompson report?

Dorothy Thompson reported routine equity compensation events, including exercising derivative securities into 621 ordinary shares and a tax-withholding disposition of 150 shares. She also received a grant of 470 restricted stock units related to her service on Eaton’s Board of Directors.

How many Eaton (ETN) shares does Dorothy Thompson hold directly after these transactions?

After these transactions, Dorothy Thompson directly holds 1,263 Eaton ordinary shares. This figure reflects the exercise of derivative securities into shares and the withholding of 150 shares to satisfy tax obligations associated with the equity compensation event.

What is the nature of the 150 Eaton (ETN) shares disposed of in the filing?

The 150 Eaton ordinary shares were not an open-market sale; they were withheld as a tax-withholding disposition at $416.50 per share. This means the shares were delivered to cover tax liabilities tied to the equity award rather than sold at the insider’s discretion.

What restricted stock unit (RSU) awards did Dorothy Thompson receive from Eaton (ETN)?

Dorothy Thompson received 470 restricted stock units as compensation for serving on Eaton’s Board. Footnotes state these RSUs vest in full on the first anniversary of the grant date, and each unit represents a contingent right to receive one Eaton ordinary share upon vesting.

Does the Eaton (ETN) Form 4 show any indirect share holdings for Dorothy Thompson?

Yes. The filing reports 2,205 Eaton ordinary shares held indirectly by Dorothy Thompson’s spouse. This entry records the spouse’s holdings associated with the director, separate from the 1,263 ordinary shares that Thompson holds directly following the reported transactions.

How do dividend reinvestments affect Dorothy Thompson’s Eaton (ETN) equity awards?

Footnotes explain that amounts include restricted stock units acquired via a dividend equivalent reinvestment feature and that shares have been adjusted for reinvested dividends. This means cash dividends on underlying shares were credited as additional RSUs or share adjustments instead of being paid out in cash.