Eton Pharmaceuticals (ETON) CFO reports option and RSU grants plus tax share sale

Rhea-AI Filing Summary

Eton Pharmaceuticals Chief Financial Officer James R. Gruber reported routine equity compensation activity and related tax withholding. On January 12, 2026, he received an option grant for 40,655 shares of common stock at an exercise price of $15.47 per share, scheduled to vest in 48 equal monthly installments until January 12, 2030. He also received 25,856 restricted stock units, each representing one share of common stock, which vest in four equal annual installments beginning January 12, 2027, contingent on continued employment.

On January 14, 2026, 2,293 shares of common stock were withheld and sold at a weighted average price of $15.47 to satisfy withholding taxes upon vesting of restricted stock units. After this transaction, Gruber beneficially owned 213,420 shares of common stock directly.

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^*

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)
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	01/14/2026		F		2,293(1)	D	$15.47(2)(3)	213,420	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		40,655		(4)	01/11/2036	Common Stock	40,655	$0	254,075	D
Restricted Stock Units	(5)	01/12/2026		A		25,856		(6)	(6)	Common Stock	25,856	$0	279,931	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 $15.46 to $15.48. 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.

	/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).
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FAQ

What insider transactions did ETON CFO James R. Gruber report on this Form 4?

The filing shows three transactions: an option grant for 40,655 shares at an exercise price of $15.47, a grant of 25,856 restricted stock units, and a withholding-related sale of 2,293 shares of common stock tied to restricted stock unit vesting.

How many ETON common shares does the CFO own after these transactions?

Following the 2,293-share withholding transaction, James R. Gruber beneficially owned 213,420 shares of Eton Pharmaceuticals common stock directly.

What are the vesting terms of the ETON stock options granted to the CFO?

The 40,655-share stock option granted on January 12, 2026 vests in 48 equal monthly installments from the grant date and becomes fully vested and exercisable on January 12, 2030.

How do the ETON restricted stock units granted to the CFO vest?

The 25,856 restricted stock units granted on January 12, 2026 vest in four equal annual installments beginning January 12, 2027, and vesting is contingent on the CFO being employed by Eton on each vesting date.

Why were 2,293 shares of ETON common stock sold in connection with the Form 4?

According to the footnotes, the 2,293 shares were withheld and sold by the issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units, with sales executed in multiple trades between $15.46 and $15.48 per share.

Does each ETON restricted stock unit equal one share of common stock for the CFO grant?

Yes. The filing states that each restricted stock unit represents a contingent right to receive one share of Eton Pharmaceuticals common stock, subject to the vesting schedule and continued employment condition.