Eton Pharmaceuticals (ETON) CEO gets options, RSUs, sells shares

Rhea-AI Filing Summary

Eton Pharmaceuticals President & CEO Sean Brynjelsen, also a director and 10% owner, reported multiple equity transactions. On January 1, 2026, 5,015 shares of common stock were disposed of at a weighted average price of $15.39, with shares withheld by the company to satisfy taxes upon vesting of restricted stock units, leaving him with 2,889,266 common shares held directly.

On January 12, 2026, he was granted an employee stock option for 158,046 shares at an exercise price of $15.47, vesting in 48 equal monthly installments until fully vested and exercisable on January 12, 2030, and expiring January 11, 2036. He also received 100,517 restricted stock units, each representing one share of common stock, vesting in four equal annual installments beginning January 12, 2027, contingent on continued employment.

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^*

BRYNJELSEN SEAN

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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
Common Stock	01/01/2026		F		5,015(1)	D	$15.39(2)(3)	2,889,266	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
Employee Stock Option (Right to Buy)	$15.47	01/12/2026		A		158,046		(4)	01/11/2036	Common Stock	158,046	$0	3,047,312	D
Restricted Stock Units	(5)	01/12/2026		A		100,517		(6)	(6)	Common Stock	100,517	$0	3,147,829	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 $15.39 to $15.42. 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. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on January 12, 2030.

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

6. The restricted stock units vest in four equal annual installments beginning January 12, 2027, contingent upon the reporting person being employed by the issuer on the date(s) of vesting.

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	01/14/2026
	** 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 activity did ETON President & CEO Sean Brynjelsen report?

Sean Brynjelsen reported a tax-related disposition of 5,015 common shares and new grants of an option for 158,046 shares and 100,517 restricted stock units.

How many ETON common shares does Sean Brynjelsen own after these transactions?

Following the January 1, 2026 tax-related disposition, Sean Brynjelsen beneficially owned 2,889,266 shares of Eton Pharmaceuticals common stock directly.

What are the key terms of Sean Brynjelsen’s new ETON stock option grant?

The new employee stock option covers 158,046 shares at an exercise price of $15.47, vests in 48 equal monthly installments from the grant date, is fully vested and exercisable on January 12, 2030, and expires on January 11, 2036.

What are the vesting conditions for Sean Brynjelsen’s new ETON restricted stock units?

The 100,517 restricted stock units each represent one ETON common share and vest in four equal annual installments beginning January 12, 2027, contingent on him being employed by the company on each vesting date.

Were the 5,015 ETON shares sold by Sean Brynjelsen an open-market sale?

The 5,015 common shares were withheld by the issuer to satisfy withholding taxes upon RSU vesting, and were sold in multiple trades at prices ranging from $15.39 to $15.42, with a reported weighted average price of $15.39.

Is Sean Brynjelsen considered a major insider at Eton Pharmaceuticals (ETON)?

Yes. He is reported as a director, President & CEO, and a 10% owner of Eton Pharmaceuticals.

Did Sean Brynjelsen hold his ETON derivative awards directly or indirectly after these grants?

After the reported transactions, Brynjelsen’s derivative holdings, including the 158,046 stock options and 100,517 RSUs, are shown as held with direct (D) ownership.