Yelton Michael 4

What Happened

• Michael Yelton, President — Americas Region, Electrical Sector of Eaton Corporation (subsidiary of the issuer), had 524 restricted stock units (derivative) convert into 524 ordinary shares on 2026-02-23 (transaction code M). The conversion had an exercise/conversion price of $0.00.
• To cover tax withholding (transaction code F), 163 of the newly issued shares were surrendered at an implied price of $374.26 per share for a total withholding of $61,004. That leaves a net increase of 361 shares retained by Yelton. The gross value of the 524 shares at $374.26 would be about $196,112; the net retained shares are worth roughly $135,108 (approx.).

Key Details

• Transaction date: 2026-02-23 (reported on Form 4 filed 2026-02-24) — timely filing.
• Conversion/exercise: 524 shares (code M) at $0.00; tax withholding: 163 shares (code F) at $374.26 each, $61,004 total.
• Net change: +361 shares (524 issued − 163 withheld). The Form 4 does not state total shares owned after the transaction.
• Relevant footnotes: F2 — these were restricted stock units granted Feb 22, 2023 with scheduled vesting (33% on first & second anniversaries, 34% on third); each RSU converts to one ordinary share. F3 — the ordinary shares are held in the Eaton Savings Plan.
• Transaction type explanation: M = exercise/conversion of a derivative (here, RSU vesting); F = payment of exercise price or tax liability (share withholding).

Context

• This was a standard RSU vesting/cashless tax-withholding event, not an open-market purchase or sale of existing shares. Withholding of shares to cover taxes is common and generally routine compensation-related activity rather than a directional insider buy/sell signal.
• Purchases by insiders tend to carry more informational weight; this filing documents compensation being converted to company stock.