Eton Pharmaceuticals, Inc. (ETON) CCO records 85-share tax withholding transaction

Rhea-AI Filing Summary

Eton Pharmaceuticals’ Chief Commercial Officer James R. Gruber reported a small equity-compensation-related stock disposition.

On December 12, 2025, 85 shares of Eton common stock were withheld by the issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units, with shares sold in multiple trades at prices ranging from $16.90 to $16.91 and a weighted average sales price reported. After this transaction, Gruber beneficially owned 2,403 Eton Pharmaceuticals common shares 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^*

Erdogan-Trinkaus Ipek

(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 Commercial 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		85(1)	D	$16.9(2)(3)	2,403	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

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 $16.90 to $16.91. 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.

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?

The report shows that 85 shares of Eton Pharmaceuticals common stock were withheld and sold in connection with equity compensation for the Chief Commercial Officer, primarily to cover tax withholding on vested restricted stock units.

When did the reported ETON insider transaction occur?

The earliest transaction date reported is December 11, 2025, and the specific common stock transaction in Table I took place on December 12, 2025.

How many Eton Pharmaceuticals shares does the officer own after the transaction?

Following the reported transaction, the Chief Commercial Officer beneficially owned 2,403 shares of Eton Pharmaceuticals common stock, held directly.

Why were the 85 Eton Pharmaceuticals shares withheld?

The explanation states that the 85 shares were withheld by Eton Pharmaceuticals to satisfy applicable withholding taxes upon the vesting of restricted stock units.

At what prices were the ETON shares involved in this transaction traded?

The shares involved in the transaction were sold in multiple trades at prices ranging from $16.90 to $16.91, with the reported price reflecting the weighted average sales price.

Who is the Eton Pharmaceuticals insider named in this report?

The insider is James R. Gruber, who serves as Eton Pharmaceuticals’ Chief Commercial Officer and signed the report.