Eaton (ETN) officer granted options, RSUs and withholds shares for tax

Rhea-AI Filing Summary

Eaton Corp plc company officer Lucy Clark Dougherty reported multiple equity award transactions. On February 25, 2026, she received stock options for 3,850 shares and 1,305 restricted stock units, each with three-year graded vesting. On February 26, 2026, 767 restricted stock units from a prior grant converted into 767 ordinary shares, and 224 ordinary shares were withheld at a price of $367.49 per share to cover tax obligations.

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^*

Clark Dougherty Lucy

(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	02/26/2026		M		767	A	$0	1,564	D
Ordinary Shares	02/26/2026		F		224	D	$367.49	1,340	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		3,850		02/25/2027(1)	02/25/2036	Ordinary Shares	3,850	$0	3,850	D
Restricted Stock Units	$0.0	02/25/2026		A		1,305		02/25/2027(2)	(4)	Ordinary Shares	1,305	$0	1,305	D
Restricted Stock Units	$0.0	02/26/2026		M			767	02/26/2026(3)	(4)	Ordinary Shares	767	$0	1,558	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. This field is not applicable.

Remarks:

Executive Vice President and Chief Legal Officer 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.
* 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.
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FAQ

What insider transactions did Eaton (ETN) report for Lucy Clark Dougherty?

Lucy Clark Dougherty reported receiving 3,850 stock options, 1,305 restricted stock units, and the conversion of 767 restricted stock units into ordinary shares. Additionally, 224 ordinary shares were withheld at $367.49 per share to satisfy tax liabilities from these equity awards.

Were the Eaton (ETN) insider transactions open-market buys or sells?

The reported transactions were equity awards, an option grant, and related tax withholding, not open-market purchases or sales. Stock options and restricted stock units were granted, and some shares were withheld by Eaton Corp plc to cover tax obligations tied to prior restricted stock unit vesting.

How many Eaton (ETN) stock options were granted to Lucy Clark Dougherty?

Lucy Clark Dougherty was granted stock options covering 3,850 shares. According to the filing, these options become exercisable 33% on the first and second anniversaries of the February 25, 2026 grant date, with the remaining 34% vesting on the third anniversary of that date.

What restricted stock unit activity did Eaton (ETN) disclose in this Form 4?

The filing shows a grant of 1,305 restricted stock units on February 25, 2026 and the conversion of 767 restricted stock units into ordinary shares on February 26, 2026. Each restricted stock unit represents a contingent right to receive one ordinary share of Eaton Corp plc.

Why were 224 Eaton (ETN) shares disposed of in this insider filing?

The 224 ordinary shares were not sold in the market but withheld at $367.49 per share to pay tax liabilities. The filing labels this as a tax-withholding disposition, where Eaton uses a portion of vested shares to satisfy the reporting person’s tax obligation.

How do the new Eaton (ETN) awards for Lucy Clark Dougherty vest over time?

Both the 3,850 stock options and 1,305 restricted stock units vest in three tranches. The awards vest 33% on the first anniversary of the February 25, 2026 grant date, 33% on the second anniversary, and the remaining 34% on the third anniversary, subject to award terms.