Denk Peter 4

4 · Eaton Corp plc · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Eaton (ETN) COO Peter Denk Receives Awards, Withholds Shares

What Happened

Peter Denk, President & Chief Operating Officer — Industrial Sector of Eaton Corporation (a subsidiary of the issuer), received vested performance shares and related equity awards. On Feb 25, 2026, 3,402 performance-share award shares vested and were delivered. On Feb 26, 2026, a total of 1,321 shares were withheld to cover taxes (proceeds shown: $435,617 and $56,226 for the two withholding events).
Also on Feb 26, 2026, Denk exercised/conversion activity for 346 derivative shares (reported as both acquired and immediately disposed), consistent with an option exercise/cashless conversion. The filing also reports new restricted stock unit (RSU) grants: 4,100 RSUs (granted Feb 25, 2026) and 1,395 RSUs (granted Feb 26, 2025) that vest 33% / 33% / 34% over three years.
These transactions are compensation-related (awards vesting and routine tax withholding), not open-market purchases or sales for investment purposes.

Key Details

Transaction dates: vesting/awards on 2026-02-25; withholding and exercise/conversion on 2026-02-26.
Tax withholding disposals: 1,168 shares @ $372.96 = $435,617; 153 shares @ $367.49 = $56,226. Total withheld ≈ 1,321 shares for ~$491,843.
Exercise/conversion: 346 derivative shares reported as exercised/converted on 2026-02-26 (acquired and also disposed same day).
Grants reported: 4,100 RSUs (granted 2/25/2026) and 1,395 RSUs (granted 2/26/2025); vest 33%/33%/34% per footnotes. Stock options (where applicable) follow a 33%/33%/34% vesting schedule.
Shares owned after the reported transactions: not specified in the filing.
Filing timeliness: filed 2026-02-27 for activity through 2026-02-26 — no late filing flag noted.

Context

This is primarily routine compensation activity: performance shares vested and RSUs were granted; shares were withheld to cover tax liabilities (transaction code F).
The 346-share exercise + immediate disposal indicates a cashless or net-settlement style exercise/conversion of derivative awards (transaction code M). Such actions are common when employees exercise options or settle awards and either sell shares or have shares withheld to cover taxes/fees.
These transactions do not necessarily signal a change in insider sentiment; they reflect award vesting and tax-withholding mechanics.

Form 4

Period: 2026-02-25

See Remarks below.

Transactions

Award
Ordinary Shares
[F1]
2026-02-25+3,402→ 9,920 total
Tax Payment
Ordinary Shares
[F2]
2026-02-26$372.96/sh−1,168$435,617→ 8,752 total
Exercise/Conversion
Ordinary Shares
2026-02-26+346→ 9,098 total
Tax Payment
Ordinary Shares
2026-02-26$367.49/sh−153$56,226→ 8,945 total
Award
Stock Option
[F3]
2026-02-25+4,100→ 4,100 total
Exercise: $373.53From: 2027-02-25Exp: 2036-02-25→ Ordinary Shares (4,100 underlying)
Award
Restricted Stock Units
[F4][F6]
2026-02-25+1,395→ 1,395 total
Exercise: $0.00From: 2027-02-25→ Ordinary Shares (1,395 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F6]
2026-02-26−346→ 704 total
Exercise: $0.00From: 2026-02-26→ Ordinary Shares (346 underlying)

Footnotes (6)

[F1]These shares were acquired upon the vesting of performance share awards.
[F2]Represents shares withheld to cover taxes incurred in connection with the settlement of the performance share awards that vested February 25, 2026.
[F3]These stock options become exercisable as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date.
[F4]These restricted stock units were granted on February 25, 2026 and vest as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
[F5]These restricted stock units were granted on February 26, 2025 and vest as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
[F6]This field is not applicable.

Signature

/s/ Heejin Jun, as Attorney-in-Fact|2026-02-27

1 file