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Eton Pharmaceuticals (ETON) awards 128,985 performance RSUs to its CEO

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Form Type
4

Rhea-AI Filing Summary

BRYNJELSEN SEAN reported acquisition or exercise transactions in this Form 4 filing.

Eton Pharmaceuticals, Inc. granted President & CEO Sean Brynjelsen 128,985 performance-vested restricted stock units under its 2018 equity incentive plan on July 31, 2026.

Each unit represents one common share and vests only if the stock’s closing price reaches at least $72.36 for one trading day before the third anniversary of the grant; otherwise the entire award is forfeited without payment on July 31, 2029.

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Insider BRYNJELSEN SEAN
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock F1 128,985 $0.00 $0.00
Holdings After Transaction: Common Stock — 128,985 shares (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.
Performance RSUs granted 128,985 units Grant to President & CEO on July 31, 2026
Stock price vesting condition $72.36 per share Closing price required for one trading day for vesting
Maximum shares issuable under award 128,985 shares Footnote states this is the maximum and only number issuable
Grant date July 31, 2026 Date the performance-vested restricted stock units were granted
Forfeiture date if condition unmet July 31, 2029 Date on which the entire award is forfeited without consideration
performance-vested restricted stock units financial
"the reporting person was granted 128,985 performance-vested restricted stock units granted under the Issuer's 2018 equity incentive plan"
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.
market condition financial
"If this market condition is not satisfied prior to such date, the award will be forfeited"

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

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FAQ

What equity award did Eton Pharmaceuticals (ETON) grant its CEO?

Eton Pharmaceuticals granted its President & CEO 128,985 performance-vested restricted stock units. Each unit entitles him to receive one share of common stock if a specified stock-price condition is met within the defined performance period.

What stock price must ETON reach for the 128,985 RSUs to vest?

The RSUs vest only if Eton’s common stock closing price equals or exceeds $72.36 per share for one trading day. This stock-price hurdle is a market condition that must be satisfied before the third anniversary of the July 31, 2026 grant.

By when must Eton Pharmaceuticals (ETON) satisfy the market condition for this grant?

The market condition must be satisfied before the third anniversary of the July 31, 2026 grant date. If it is not met by then, the award is scheduled to be forfeited in full on July 31, 2029.

What happens to the 128,985 ETON RSUs if the $72.36 condition is not met?

If the $72.36 per share market condition is not achieved in the required period, the entire 128,985-unit award will be forfeited without consideration on July 31, 2029. No shares will be issued and no value will be paid to the CEO.

Is there a performance range or target structure for ETON’s CEO RSU grant?

No. The footnote states the 128,985 shares reported are the maximum and only number issuable under the award. It also clarifies there is no target, threshold, or maximum performance range; the grant is all-or-nothing based on the market condition.
SEC Form 4
FORM 4UNITED 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*
BRYNJELSEN SEAN

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock(1)07/31/2026A128,985 (1) (1)Common Stock128,985$0128,985D
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 an indefinite duration.
/s/ Judith Matthews08/04/2026
** Signature of Reporting PersonDate
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)