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Eton Pharmaceuticals (ETON) grants CFO 32,246 performance RSUs award

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eton Pharmaceuticals, Inc. reported that Chief Financial Officer Judith M. Matthews received a grant of 32,246 performance-vested restricted stock units under the company's 2018 equity incentive plan. Each unit represents the right to acquire one share of common stock.

The award vests in full only if the closing price of Eton's common stock equals or exceeds $72.36 per share for one trading day at any time before July 31, 2029; if this market condition is not satisfied, the entire award is forfeited without consideration. The filing characterizes the transaction as a grant or award acquisition rather than an open-market purchase.

Positive

  • None.

Negative

  • None.
Insider Matthews Judith M.
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 32,246 $0.00 $0.00
Holdings After Transaction: Common Stock — 32,246 shares (Direct)
Footnotes (1)
  1. F1. On July 31, 2026, the reporting person was granted 32,246 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-vested RSUs granted 32,246 units Grant to CFO Judith M. Matthews on July 31, 2026 under the 2018 equity incentive plan
Market vesting price condition $72.36 per share Closing price required for one trading day for the RSUs to vest in full
Award forfeiture date July 31, 2029 Date on which the award is forfeited in its entirety if the market condition is not met
Share-to-unit ratio 1 share per unit Each restricted stock unit represents the right to acquire one share of common stock
Trading days required 1 trading day Stock must close at or above $72.36 for one trading day to satisfy the vesting condition
performance-vested restricted stock units financial
"the reporting person was granted 32,246 performance-vested restricted stock units granted"
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"
forfeited in its entirety financial
"the award will be forfeited in its entirety without consideration on July 31, 2029"

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

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FAQ

What insider transaction did Eton Pharmaceuticals (ETON) report for CFO Judith M. Matthews?

Eton Pharmaceuticals reported that CFO Judith M. Matthews received a grant of 32,246 performance-vested restricted stock units. The award was issued under the 2018 equity incentive plan and is contingent on a specified stock price condition before July 31, 2029.

How many restricted stock units were granted to the ETON CFO in this Form 4?

The CFO was granted 32,246 performance-vested restricted stock units. Each unit represents the right to acquire one share of Eton Pharmaceuticals common stock, with vesting dependent on meeting a market-based stock price condition by July 31, 2029.

What is the vesting condition on Judith M. Matthews' RSU award at Eton Pharmaceuticals (ETON)?

The RSU award vests only if Eton's stock closing price reaches at least $72.36 per share for one trading day. This market condition must be satisfied at any time before the third anniversary of the grant date, which corresponds to July 31, 2029.

What happens to the 32,246 performance-vested RSUs if ETON's stock does not hit the price condition?

If the $72.36 per share market condition is not achieved for one trading day before July 31, 2029, the entire 32,246-unit award will be forfeited without consideration on July 31, 2029, and no shares will be delivered under this grant.

Were the ETON CFO's reported RSUs part of an open-market buy or a compensation grant?

The transaction is reported as a grant or award acquisition, not an open-market stock purchase. The units were granted at a price of $0.00 per unit under Eton Pharmaceuticals' 2018 equity incentive plan, with vesting tied to a specified stock price 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*
Matthews Judith M.

(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 Financial 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)07/31/2026A32,246 (1) (1)Common Stock32,246$032,246D
Explanation of Responses:
1. On July 31, 2026, the reporting person was granted 32,246 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 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)