Eton Pharmaceuticals (ETON) officer receives RSUs and withholds shares for tax

Rhea-AI Filing Summary

Eton Pharmaceuticals’ Chief Business Officer reported routine equity compensation and related share withholding. On 12/11/2025, the officer was awarded 5,300 restricted stock units (RSUs), each representing a contingent right to receive one share of Eton common stock, and the RSUs vest immediately as of the award date.

On 12/12/2025, 6,264 shares of common stock were disposed of under transaction code F, with a reported price of $17, in connection with shares withheld by the issuer to satisfy withholding taxes upon RSU vesting. These shares were sold in multiple trades at prices ranging from $16.83 to $17.11, and the reported price reflects the weighted average sales price. After these transactions, the officer directly beneficially owns 632,180 shares of common stock and 638,468 RSUs.

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
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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^*

Krempa David

(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 Business 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		6,264(1)	D	$17(2)(3)	632,180	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		5,300		(5)	(5)	Common Stock	5,300	$0	638,468	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 $16.83 to $17.11. 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.

Remarks:

The Reporting Person has authorized and designated the named person to file this Form 4 on the reporting person's behalf for indefinite duration.

	/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.
* 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 transaction did Eton Pharmaceuticals (ETON) report in this filing?

The filing shows an Eton Pharmaceuticals Chief Business Officer receiving 5,300 restricted stock units (RSUs) on 12/11/2025 and a related disposition of 6,264 shares of common stock on 12/12/2025 to handle tax obligations from the RSU vesting.

How many Eton Pharmaceuticals shares were disposed of, and at what prices?

The reporting person disposed of 6,264 shares of Eton Pharmaceuticals common stock at a reported weighted average price of $17 per share. The shares were sold in multiple trades at prices ranging from $16.83 to $17.11.

How many restricted stock units were granted to the Eton Pharmaceuticals officer?

The officer was granted 5,300 RSUs on 12/11/2025. Each RSU represents a contingent right to receive one share of Eton Pharmaceuticals common stock, and these RSUs vest immediately as of the award date.

Why were 6,264 Eton Pharmaceuticals shares withheld in this Form 4?

According to the disclosure, the 6,264 shares were withheld by the issuer to satisfy applicable withholding taxes arising from the vesting of the reporting person’s restricted stock units.

What is the Eton Pharmaceuticals officer’s ownership after these transactions?

Following the reported transactions, the officer directly beneficially owns 632,180 shares of Eton Pharmaceuticals common stock and 638,468 restricted stock units, all held with direct ownership.

How are the restricted stock units described in the Eton Pharmaceuticals filing?

Each restricted stock unit is described as a contingent right to receive one share of Eton Pharmaceuticals common stock, and in this case, the RSUs vest immediately as of the award date.