Eton Pharmaceuticals (NASDAQ: ETON) CBO granted options, RSUs awards

Rhea-AI Filing Summary

Eton Pharmaceuticals chief business officer David Krempa reported new equity awards and related tax withholding transactions. On January 12, 2026, he was granted 40,655 employee stock options with an exercise price of $15.47 per share, vesting in 48 equal monthly installments until fully vested and exercisable on January 12, 2030, and expiring on January 11, 2036. He also received 25,856 restricted stock units, each representing a right to one share of Eton common stock, vesting in four equal annual installments beginning January 12, 2027, contingent on continued employment. On January 14, 2026, 1,942 shares of common stock were withheld at $15.62 per share to cover taxes on RSU vesting, leaving 630,238 common shares beneficially owned directly, 670,893 derivative securities from options, and 696,749 derivative securities including RSUs.

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^*

Krempa David

(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 Business 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		1,942(1)	D	$15.62(2)	630,238	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		(3)	01/11/2036	Common Stock	40,655	$0	670,893	D
Restricted Stock Units	(4)	01/12/2026		A		25,856		(5)	(5)	Common Stock	25,856	$0	696,749	D

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units.

2. 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.

3. 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.

4. Each restricted stock unit represents a contingent right to receive one share of ETON Common Stock.

5. 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.

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	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).
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 transactions did ETON chief business officer David Krempa report?

David Krempa, chief business officer of Eton Pharmaceuticals (ETON), reported tax withholding on vested RSUs involving 1,942 common shares and new grants of 40,655 stock options and 25,856 restricted stock units.

How many ETON stock options were granted to David Krempa and on what terms?

Krempa received 40,655 employee stock options on January 12, 2026 with an exercise price of $15.47 per share. They vest in 48 equal monthly installments from the grant date and are fully vested and exercisable by January 12, 2030, with an expiration date of January 11, 2036.

What restricted stock unit (RSU) award did David Krempa receive from Eton Pharmaceuticals?

On January 12, 2026, Krempa was granted 25,856 restricted stock units. Each unit represents a contingent right to receive one share of ETON common stock. The RSUs vest in four equal annual installments beginning January 12, 2027, subject to his continued employment on each vesting date.

Why were 1,942 shares of ETON common stock withheld in this Form 4 filing?

The 1,942 common shares reported with transaction code "F" were withheld by the issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units, rather than sold in an open-market transaction.

How many ETON shares does David Krempa beneficially own after these transactions?

Following the reported transactions, Krempa directly beneficially owns 630,238 shares of common stock. He also holds 670,893 derivative securities from options and 696,749 derivative securities including the RSUs, as disclosed in the tables.

What conditions apply to the vesting of David Krempa’s restricted stock units at ETON?

The 25,856 RSUs vest in four equal annual installments starting January 12, 2027. Vesting is contingent upon Krempa being employed by Eton Pharmaceuticals on each vesting date.