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  4. [Form 4] Eaton Corp plc Insider Trading Activity

Eaton (ETN) director Johnson gains shares via RSU vesting and tax offset

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eaton Corp plc director Gerald Johnson reported routine equity compensation activity. On May 6, 2026, previously granted restricted stock units vested, and he exercised 353 ordinary shares from these units. As part of the vesting, 85 ordinary shares were disposed of to cover tax obligations at $416.50 per share, a tax-withholding disposition rather than an open-market sale.

Johnson also received a new grant of 470 restricted stock units as compensation for his Board service. Following these transactions, he directly holds 668 ordinary shares and 470 restricted stock units, each RSU representing a contingent right to one ordinary share. The filing reflects standard director compensation and tax handling, not discretionary share purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Johnson Gerald
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 353 $0.00 --
Grant/Award Restricted Stock Units 470 $0.00 --
Exercise Ordinary Shares 353 $0.00 --
Tax Withholding Ordinary Shares 85 $416.50 $35K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Ordinary Shares — 753 shares (Direct, null)
Footnotes (1)
  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. These restricted stock units vested in their entirety on May 6, 2026. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. This field is not applicable. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature. 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.
Tax-withheld shares 85 shares Shares disposed to cover tax obligations at $416.50 per share on May 6, 2026
Tax price per share $416.50 per share Implied value for 85 shares withheld for taxes
Shares from RSU exercise 353 shares Ordinary shares acquired via RSU exercise on May 6, 2026
New RSU grant 470 RSUs Restricted stock units granted as Board compensation
Post-transaction share holdings 668 shares Ordinary shares directly held after transactions
Post-transaction RSU balance 470 RSUs Restricted stock units outstanding after vesting and new grant
Restricted Stock Units financial
"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."
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.
Exercise or conversion of derivative security financial
"Exercise or conversion of derivative security"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Johnson Gerald
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/06/2026M353A$0753D
Ordinary Shares05/06/2026F85D$416.5668D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0.0005/06/2026M353(3) (1) (2)Ordinary Shares353$00D
Restricted Stock Units$0.0005/06/2026A470 (4) (2)Ordinary Shares470$0470D
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. These restricted stock units vested in their entirety on May 6, 2026. 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.
/s/ Heejin Jun, as Attorney-in-Fact05/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Eaton (ETN) director Gerald Johnson report?

Gerald Johnson reported equity compensation activity, not market trading. Vested restricted stock units converted into 353 ordinary shares, while 85 shares were withheld to satisfy tax obligations. He also received a new grant of 470 restricted stock units for his Board service.

Did Gerald Johnson buy or sell Eaton (ETN) shares on the open market?

He did not buy or sell on the open market. Shares were acquired through vesting and exercise of restricted stock units, and 85 shares were disposed of only to cover tax liabilities associated with the vesting event, a standard non-market transaction.

How many Eaton (ETN) shares does Gerald Johnson hold after these Form 4 transactions?

After the reported transactions, Gerald Johnson directly holds 668 ordinary shares of Eaton. In addition, he holds 470 restricted stock units, each representing a contingent right to receive one ordinary share upon future vesting, reflecting ongoing director compensation.

What restricted stock unit grants did Gerald Johnson receive from Eaton (ETN)?

He received a grant of 470 restricted stock units as compensation for serving on Eaton’s Board. Footnotes state these RSUs will vest in full on the first anniversary of the grant, with each unit delivering one ordinary share when vesting conditions are met.

Why were 85 Eaton (ETN) shares disposed of in Gerald Johnson’s Form 4?

The 85 shares were withheld to pay tax obligations tied to the vesting of restricted stock units. This tax-withholding disposition uses shares instead of cash for taxes and is treated differently from an open-market sale, conveying minimal informational value about sentiment.