Eaton Corp (NYSE: ETN) executive converts RSUs, withholds shares to cover tax

Rhea-AI Filing Summary

Antonio Galvao, an officer of Eaton Corp plc, exercised 96 restricted stock units on February 27, 2026, converting them into 96 ordinary shares at no cash price. Following a tax-withholding disposition of 27 shares valued at 370.88 each, he now holds 9,669 ordinary shares and 99 restricted stock units directly. These RSUs were granted on February 28, 2024 and vest 33% on each of the first two anniversaries 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

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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^*

Galvao Antonio

(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		96	A	$0	9,696	D
Ordinary Shares	02/27/2026		F		27	D	$370.88	9,669	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			96	02/28/2025(1)	(2)	Ordinary Shares	96	$0	99	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 - Mobility Group of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Heejin Jun, as Attorney-in-Fact	03/03/2026
	** 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 Antonio Galvao report for Eaton Corp (ETN)?

Antonio Galvao reported exercising 96 restricted stock units into 96 ordinary shares and a related tax-withholding disposition of 27 ordinary shares. These moves reflect stock-based compensation vesting and associated tax payments, rather than an open-market purchase or sale.

How many Eaton Corp (ETN) shares does Antonio Galvao hold after this Form 4?

After the reported transactions, Antonio Galvao directly holds 9,669 ordinary shares of Eaton Corp and 99 restricted stock units. This reflects the RSU conversion into shares and the 27-share tax-withholding disposition on February 27, 2026.

What is the nature of the tax-withholding share disposition in Eaton (ETN) Form 4?

The Form 4 shows a code F transaction where 27 Eaton ordinary shares were disposed at $370.88 each to satisfy tax obligations from the RSU conversion. This represents tax withholding, not an open-market sale initiated for investment reasons.

How do Eaton Corp (ETN) restricted stock units vest for Antonio Galvao?

Galvao’s restricted stock units were granted on February 28, 2024 and vest 33% on the first anniversary, 33% on the second, and 34% on the third. Each restricted stock unit represents a contingent right to receive one Eaton ordinary share upon vesting.

Did Antonio Galvao buy or sell Eaton (ETN) shares on the open market?

The filing shows an exercise of derivative securities into ordinary shares and a tax-withholding share disposition, not an open-market trade. Transaction codes M and F indicate RSU conversion and tax payment using shares, rather than discretionary buying or selling.