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Eton Pharmaceuticals (ETON) grants 80,000 RSUs tied to $72.36 hurdle

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Form Type
4

Rhea-AI Filing Summary

Erdogan-Trinkaus Ipek reported acquisition or exercise transactions in this Form 4 filing.

Eton Pharmaceuticals granted Chief Commercial Officer Ipek Erdogan-Trinkaus 80,000 performance-vested restricted stock units on July 31, 2026 under its 2018 equity incentive plan. Each unit entitles the holder to one common share if the stock’s closing price reaches $72.36 or higher for one trading day within three years; otherwise the entire award, the only 80,000 shares issuable, is forfeited on July 31, 2029.

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Insider Erdogan-Trinkaus Ipek
Role Chief Commercial Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 80,000 $0.00 $0.00
Holdings After Transaction: Common Stock — 80,000 shares (Direct)
Footnotes (1)
  1. F1. On July 31, 2026, the reporting person was granted 80,000 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.
RSUs Granted 80,000 units Performance-vested restricted stock units granted on July 31, 2026
Grant Price $0.0000 per share Reported transaction price per share for the RSU award
Market Condition Price $72.36 per share Closing price hurdle required for vesting on one trading day
Award Term 3 years Condition may be satisfied any time prior to third anniversary of grant date
Forfeiture Date July 31, 2029 Date on which the award is forfeited if the market condition is not met
Shares Issuable 80,000 shares Maximum and only number of common shares issuable under the award
performance-vested restricted stock units financial
"was granted 80,000 performance-vested restricted stock units granted under the Issuer's 2018"
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"

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FAQ

What insider equity award did ETON grant to Ipek Erdogan-Trinkaus?

Eton Pharmaceuticals granted Chief Commercial Officer Ipek Erdogan-Trinkaus 80,000 performance-vested restricted stock units. Each unit represents the right to acquire one share of common stock, subject to a stock price performance condition described in the award terms.

What is the stock price condition for the 80,000 RSUs reported by ETON?

The 80,000 restricted stock units vest only if Eton’s common stock closes at or above $72.36 per share for one trading day. This market condition must be met within three years of the July 31, 2026 grant date.

Over what time frame can the ETON RSU market condition be satisfied?

The market condition can be satisfied at any time within three years of the July 31, 2026 grant date. A single trading day with a closing price at or above $72.36 per share is sufficient for the award to vest in full.

What happens to the 80,000 ETON RSUs if the price condition is not met?

If the $72.36 per share market condition is not met within three years, the entire 80,000-unit award is forfeited. The RSUs then terminate without consideration on July 31, 2029, and no shares are issued under this grant.

Is there any range or tiered payout on the ETON RSU award?

No. The disclosure states that 80,000 shares is the maximum and only number of shares issuable. There is no target, threshold, or maximum range; the award either vests in full upon meeting the condition or is fully forfeited.
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*
Erdogan-Trinkaus Ipek

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Commercial 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)
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)07/31/2026A80,000 (1) (1)Common Stock80,000$080,000D
Explanation of Responses:
1. On July 31, 2026, the reporting person was granted 80,000 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 signing person has authorized and designated the named person to file this Form 4 on the reporting person's behalf for 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)