Equity awards: Eaton (ETN) officer exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Eaton Corp plc officer Peter Denk reported routine equity compensation activity. He exercised 281 restricted stock units into the same number of ordinary shares at a stated price of $0.0000 per share and held these directly afterward.

On the same date, 124 ordinary shares were disposed of in a tax-withholding transaction at $370.8800 per share, leaving Denk with 9,102 ordinary shares held directly. The restricted stock units were originally granted on February 28, 2024 and vest 33% on each of the first two anniversaries of the grant date and 34% on the third anniversary, with each unit representing 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

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^*

Denk Peter

(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)
02/27/2026

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		281	A	$0	9,226	D
Ordinary Shares	02/27/2026		F		124	D	$370.88	9,102	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			281	02/28/2025(1)	(2)	Ordinary Shares	281	$0	289	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:

President and Chief Operating Officer - Industrial Sector 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 insider transactions did Peter Denk report for Eaton Corp (ETN)?

Peter Denk reported exercising 281 restricted stock units into ordinary shares and a related tax-withholding disposition of 124 ordinary shares at $370.8800 per share, resulting in 9,102 ordinary shares held directly after the transactions.

Was Peter Denk’s Form 4 for Eaton (ETN) a purchase or a sale?

The Form 4 shows a mixed set of actions: an acquisition of shares through the exercise of 281 restricted stock units and a tax-withholding disposition of 124 ordinary shares, rather than an open-market purchase or sale transaction.

How many Eaton (ETN) shares does Peter Denk hold after these transactions?

After the reported transactions, Peter Denk directly holds 9,102 ordinary shares of Eaton Corp plc. This figure reflects the exercise of restricted stock units and the separate tax-withholding disposition reported on the same date.

What is the vesting schedule of Peter Denk’s Eaton (ETN) restricted stock units?

The restricted stock units were granted on February 28, 2024 and vest 33% on the first anniversary, 33% on the second anniversary, and the remaining 34% on the third anniversary, with each unit convertible into one ordinary share.

What does the tax-withholding disposition on Eaton (ETN) shares mean in this Form 4?

The tax-withholding disposition reflects 124 ordinary shares delivered at $370.8800 per share to cover exercise price or tax liabilities. It is classified under transaction code “F” and is not characterized as an open-market share sale.

How were Peter Denk’s restricted stock units in Eaton (ETN) settled?

Each restricted stock unit represents a contingent right to receive one ordinary share. In this filing, 281 units were exercised or converted into 281 ordinary shares, consistent with the one-for-one structure described in the grant’s terms.