Eaton director exercises awards, gets new RSU grant

Eaton Corp plc director Darryl L. Wilson reported routine equity compensation activity.

Rhea-AI Filing Summary

Eaton Corp plc director Darryl L. Wilson reported routine equity compensation activity. On May 6, 2026, he exercised 621 Ordinary Shares underlying previously granted restricted stock units and received an additional 470 Restricted Stock Units as compensation for board service.

To cover tax obligations, 150 Ordinary Shares were disposed of at $416.50 per share through a tax-withholding transaction, rather than an open-market sale. Following these transactions, Wilson directly holds 1,788 Ordinary Shares. The filing shows no remaining derivative awards from the exercised RSUs, while the new 470-unit grant will vest on the first anniversary of its grant date.

Insider Trade Summary

621 shares exercised/converted

Exercise 4 txns

Insider Wilson Darryl L.

Role Director

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

Holdings After Transaction: Restricted Stock Units — 470 contracts (Direct); Ordinary Shares — 1,788 shares (Direct)

Footnotes (5)

1. F1. 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. F2. This field is not applicable.
3. F3. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
4. F4. 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. F5. Shares have been adjusted to account for reinvested dividends.

Key Figures

Tax-withheld shares: 150 shares at $416.50 Exercised RSU shares: 621 shares New RSU grant: 470 units +3 more

6 metrics

Tax-withheld shares 150 shares at $416.50 Ordinary Shares withheld for taxes on May 6, 2026

Exercised RSU shares 621 shares Ordinary Shares from derivative exercise on May 6, 2026

New RSU grant 470 units Restricted Stock Units granted for Board of Directors service

Shares owned after transactions 1,788 shares Directly held Eaton Ordinary Shares following Form 4 transactions

Exercise transactions count 1 exercise, 621 shares Derivative exercise activity summarized in transactionSummary

Tax-withholding transactions count 1 transaction, 150 shares Tax-withholding disposition summarized in transactionSummary

Key Terms

Restricted Stock Units, dividend equivalent reinvestment feature, tax-withholding disposition, Board of Directors, +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"

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.

dividend equivalent reinvestment feature financial

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

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.

Board of Directors financial

"as compensation for the reporting person's service as a member of the Issuer's Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Eaton (ETN) director Darryl L. Wilson report in this Form 4?

Darryl L. Wilson reported routine equity compensation activity. He exercised restricted stock units into 621 Eaton ordinary shares and received a new grant of 470 restricted stock units for board service, with some shares withheld to cover taxes.

How many Eaton (ETN) shares were withheld for taxes in Wilson’s filing?

The filing shows 150 Eaton ordinary shares were disposed of to cover tax obligations. This tax-withholding disposition occurred at a price of $416.50 per share, and does not represent an open-market sale initiated by the director.

How many Eaton (ETN) shares does Darryl L. Wilson own after these transactions?

After the reported transactions, Darryl L. Wilson directly owns 1,788 Eaton ordinary shares. This reflects the exercise of 621 restricted stock units into shares, partially offset by 150 shares withheld to satisfy tax liabilities associated with the equity award.

What restricted stock units did Wilson receive from Eaton (ETN)?

Wilson received a grant of 470 restricted stock units as compensation for serving on Eaton’s Board of Directors. Each restricted stock unit represents a contingent right to receive one ordinary share and will vest in full on the first anniversary of the grant date.

Are Wilson’s Eaton (ETN) transactions open-market buys or sells?

The transactions are primarily equity award exercises and grants, not open-market trades. One transaction is a tax-withholding disposition of 150 shares, while the others involve exercising 621 restricted stock units and receiving a new 470-unit restricted stock grant.

How were dividends handled on Wilson’s Eaton (ETN) restricted stock units?

The filing notes that amounts include restricted stock units from a dividend equivalent reinvestment feature. This means dividends on underlying shares were reinvested into additional units, and shares were adjusted to account for reinvested dividends over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 06:08 PM EDT Learn about SEC filing dates

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^*

Wilson Darryl L.

(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	1,938(5)	D
Ordinary Shares	05/06/2026		F		150	D	$416.5	1,788	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	$0.00	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)