Eton Pharmaceuticals grants 128,985 RSUs to officer

Eton Pharmaceuticals, Inc. reported that Chief Business Officer David Krempa received a grant of 128,985 performance-vested restricted stock units on July 31, 2026 under the 2018 equity incentive plan.

Rhea-AI Filing Summary

Eton Pharmaceuticals, Inc. reported that Chief Business Officer David Krempa received a grant of 128,985 performance-vested restricted stock units on July 31, 2026 under the 2018 equity incentive plan. Each unit may convert into one share of common stock if the closing price reaches $72.36 per share for one trading day before the third anniversary of the grant; otherwise the entire award is forfeited without consideration on July 31, 2029. The 128,985 units represent the maximum and only number of shares issuable under this award.

Insider Trade Summary

Grant/Award: 128,985 shares

Grant/Award 1 txn

Insider Krempa David

Role Chief Business Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	128,985	$0.00	$0.00

Holdings After Transaction: Common Stock — 128,985 contracts (Direct)

Footnotes (1)

1. F1. On July 31, 2026, the reporting person was granted 128,985 performance-vested restricted stock units granted under the Issuer's 2018 equity incentive plan. Each restricted stock unit represents the right to acquire one share of Issuer common stock. The award vests in full, and all restrictions lapse, immediately upon the closing price of the Issuer's common stock equaling or exceeding $72.36 per share for one trading day at any time prior to the third anniversary of the grant date. If this market condition is not satisfied prior to such date, the award will be forfeited in its entirety without consideration on July 31, 2029.The number of shares reported reflects the maximum and only number of shares issuable under the award; there is no target, threshold, or maximum range.

Key Figures

RSUs granted: 128,985 units Grant price: $0.0000 per unit Vesting share price condition: $72.36 per share +2 more

5 metrics

RSUs granted 128,985 units Performance-vested restricted stock units granted July 31, 2026 to Chief Business Officer

Grant price $0.0000 per unit Stated transaction price per share for the RSU grant

Vesting share price condition $72.36 per share Closing price required for one trading day for the award to vest in full

Forfeiture date July 31, 2029 Date the award is forfeited without consideration if the market condition is not met

Holdings after grant 128,985 units Reported total related holdings following the RSU grant

Key Terms

restricted stock units, equity incentive plan, performance-vested, closing price

4 terms

restricted stock units financial

"the reporting person was granted 128,985 performance-vested restricted stock units granted under"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

equity incentive plan financial

"restricted stock units granted under the Issuer's 2018 equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

performance-vested financial

"was granted 128,985 performance-vested restricted stock units granted under"

An award or right—often shares or stock options—that becomes owned by an employee only after the company meets specific performance goals, such as revenue, profit, or stock-price targets. Investors care because performance-vested awards tie management pay to company results, which can encourage behavior that improves value but also affects future share count and reported expenses depending on whether targets are met; think of it like a bonus that only unlocks when clearly defined goals are hit.

closing price financial

"upon the closing price of the Issuer's common stock equaling or exceeding $72.36"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ETON report for David Krempa?

Eton Pharmaceuticals reported that Chief Business Officer David Krempa received 128,985 performance-vested restricted stock units on July 31, 2026. These units were granted under the company’s 2018 equity incentive plan and each can convert into one share of common stock if the performance condition is met.

How many RSUs were granted to ETON executive David Krempa and at what price?

David Krempa was granted 128,985 restricted stock units tied to Eton Pharmaceuticals common stock. The Form 4 lists a transaction price of $0.0000 per unit, reflecting a compensation grant rather than a market purchase, with conversion into shares dependent on a specified stock-price condition.

What performance condition applies to David Krempa’s ETON RSU award?

The RSU award vests in full only if Eton Pharmaceuticals’ common stock closing price equals or exceeds $72.36 per share for one trading day before the third anniversary of the July 31, 2026 grant. If this market condition is not met, the entire award is forfeited.

When will David Krempa’s ETON RSUs be forfeited if they do not vest?

If the stock-price condition is not satisfied by the third anniversary of the July 31, 2026 grant, the entire 128,985-unit award will be forfeited without consideration on July 31, 2029. No shares will be issued to David Krempa if forfeiture occurs.

Under which plan were the ETON RSUs for David Krempa granted?

The 128,985 performance-vested RSUs granted to David Krempa were issued under Eton Pharmaceuticals’ 2018 equity incentive plan. Each restricted stock unit represents the right to acquire one share of the company’s common stock if the specified market condition is achieved.

Is 128,985 the maximum number of ETON shares issuable under Krempa’s award?

Yes. The footnote explains that 128,985 shares is the maximum and only number of shares issuable under this restricted stock unit award. There is no target, threshold, or range; the award either vests fully or is forfeited entirely.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 05:01 PM Accepted by SEC EDGAR 08/04/2026 - 05:01 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 ILLINOIS 60010-7208

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Common Stock	(1)	07/31/2026		A		128,985		(1)	(1)	Common Stock	128,985	$0	128,985	D

Explanation of Responses:

1. On July 31, 2026, the reporting person was granted 128,985 performance-vested restricted stock units granted under the Issuer's 2018 equity incentive plan. Each restricted stock unit represents the right to acquire one share of Issuer common stock. The award vests in full, and all restrictions lapse, immediately upon the closing price of the Issuer's common stock equaling or exceeding $72.36 per share for one trading day at any time prior to the third anniversary of the grant date. If this market condition is not satisfied prior to such date, the award will be forfeited in its entirety without consideration on July 31, 2029.The number of shares reported reflects the maximum and only number of shares issuable under the award; there is no target, threshold, or maximum range.

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/ Judith Matthews	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)