Eton Pharmaceuticals (ETON) CFO discloses RSU grant and share disposal

Rhea-AI Filing Summary

Eton Pharmaceuticals Chief Financial Officer James R. Gruber reported changes in his equity holdings. On 12/11/2025, he received 5,502 restricted stock units, each representing one share of common stock, which vested immediately and increased his total restricted stock unit holdings to 210,255. On 12/12/2025, 4,542 common shares were disposed of in a transaction coded “F” at a weighted average price of $16.99 per share, with shares withheld to satisfy tax obligations and sold in multiple trades between $16.94 and $17.07. After these transactions, he directly owned 215,713 shares of Eton common stock.

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^*

Gruber James R.

(Last) (First) (Middle)

C/O ETON PHARMACEUTICALS, INC.

21925 W. FIELD PARKWAY, SUITE 235

(Street)

DEERPARK IL 60010-7208

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eton Pharmaceuticals, Inc. [ ETON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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
Common Stock	12/12/2025		F		4,542(1)	D	$16.99(2)(3)	215,713	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	(4)	12/11/2025		A		5,502		(5)	(5)	Common Stock	5,502	$0	210,255	D

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units.

2. The shares were sold in multiple trades at prices ranging from $16.94 to $17.07. The price reported above reflects the weighted average sales price.

3. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

4. Each restricted stock unit represents a contingent right to receive one share of ETON Common Stock.

5. The restricted stock units vest immediately as of the award date.

	/s/ James R. Gruber	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity transactions did Eton Pharmaceuticals (ETON) report for its CFO?

Eton Pharmaceuticals reported that Chief Financial Officer James R. Gruber received 5,502 restricted stock units on 12/11/2025 and disposed of 4,542 common shares on 12/12/2025 in a transaction coded “F.”

How many restricted stock units did the ETON CFO receive, and when did they vest?

The CFO received 5,502 restricted stock units on 12/11/2025. Each unit represents a contingent right to receive one share of Eton common stock, and the units vested immediately as of the award date.

At what prices were the 4,542 Eton Pharmaceuticals shares disposed of on 12/12/2025?

The 4,542 common shares were disposed of at a weighted average price of $16.99 per share. The shares were sold in multiple trades at prices ranging from $16.94 to $17.07.

Why were 4,542 Eton Pharmaceuticals shares withheld or sold in the CFO transaction?

According to the disclosure, the 4,542 shares were withheld by the issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units, and the shares were sold in multiple trades within the stated price range.

How many Eton Pharmaceuticals shares does the CFO own after these transactions?

Following the reported transactions, Chief Financial Officer James R. Gruber directly owned 215,713 shares of Eton Pharmaceuticals common stock and held 210,255 restricted stock units.

What does each restricted stock unit (RSU) granted to the ETON CFO represent?

Each restricted stock unit granted to the CFO represents a contingent right to receive one share of Eton Pharmaceuticals common stock, with the reported award vesting immediately on the grant date.