Eaton (NYSE: ETN) executive nets RSU shares, withholds for taxes

Rhea-AI Filing Summary

Eaton Corp plc executive Olivier Leonetti exercised restricted stock units and settled related taxes in shares. On February 26, 2026, he converted 920 restricted stock units into 920 ordinary shares at no cash cost, increasing his direct holdings to 1,550 ordinary shares. To cover tax obligations, 268 ordinary shares were disposed of at $367.49 per share, leaving 1,282 ordinary shares directly owned. Following these transactions, 1,870 restricted stock units remained outstanding, originally granted on February 26, 2025 and vesting 33% on each of the first two anniversaries and 34% on the third, with each unit representing the right to receive one ordinary share.

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^*

LEONETTI OLIVIER

(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)
02/26/2026

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		920	A	$0	1,550	D
Ordinary Shares	02/26/2026		F		268	D	$367.49	1,282	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	02/26/2026		M			920	02/26/2026(1)	(2)	Ordinary Shares	920	$0	1,870	D

Explanation of Responses:

1. 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.

2. This field is not applicable.

Remarks:

Executive Vice President and Chief Financial 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.
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 Olivier Leonetti report in this Eaton (ETN) Form 4 filing?

Olivier Leonetti reported the exercise of 920 restricted stock units into ordinary shares and the disposition of 268 shares to cover tax obligations. These transactions affected his direct holdings of Eaton ordinary shares and remaining restricted stock units.

How many Eaton (ETN) restricted stock units did Leonetti convert and at what cost?

Leonetti converted 920 restricted stock units into 920 Eaton ordinary shares at a price of $0.00 per share. This reflects a derivative exercise or conversion, not an open-market purchase, and increased his directly held ordinary share position before tax withholding.

How many Eaton (ETN) shares were withheld for taxes and at what price?

To satisfy tax obligations, 268 Eaton ordinary shares were disposed of in a tax-withholding transaction coded “F” at $367.49 per share. This reduced his directly held shares after the earlier restricted stock unit conversion.

What are Leonetti’s Eaton (ETN) ordinary share holdings after these transactions?

After the February 26, 2026 transactions, Leonetti directly owned 1,282 Eaton ordinary shares. This reflects the 920-share conversion from restricted stock units, followed by the 268-share tax-withholding disposition from his ordinary share holdings.

How many Eaton (ETN) restricted stock units does Leonetti still hold and how do they vest?

Following the transactions, Leonetti held 1,870 restricted stock units granted on February 26, 2025. These units vest 33% on the first anniversary, 33% on the second anniversary, and 34% on the third, each representing one ordinary share upon settlement.

How does this Eaton (ETN) Form 4 classify Leonetti’s transactions?

The filing classifies two transactions as derivative exercises or conversions with code “M” and one as a tax-withholding disposition with code “F.” The net activity shows both acquisition through conversion and disposition for tax purposes, under direct ownership.