Johnson Gerald 4

4 · Eaton Corp plc · Filed May 8, 2026

AI-generated summary of this filing

Updated May 8, 2026

Eaton (ETN) Director Gerald Johnson Receives RSUs, Withholds 85 Shares

What Happened

Gerald Johnson, a director of Eaton Corp plc (ETN), had restricted stock units (RSUs) vest on May 6, 2026. 353 RSUs converted into ordinary shares (exercise/conversion of a derivative). To satisfy tax withholding, 85 shares were transferred (disposed) at $416.50 per share, totaling $35,403. On the same date he was also awarded 470 RSUs (a new grant).

Key Details

Transaction date: May 6, 2026; filing date: May 8, 2026 (timely).
Converted/vested: 353 RSUs converted to shares (transaction code M).
Tax withholding: 85 shares were withheld/disposed to cover taxes at $416.50/share for $35,403 (transaction code F).
New award: 470 RSUs granted (transaction code A); these are RSUs (derivative) reported at $0 acquisition price.
Shares owned after transaction: not specified in this filing.
Footnotes: Vesting referenced as compensation for Board service; amount includes RSUs from dividend equivalent reinvestment; the 470‑RSU award appears subject to future vesting (per footnote).

Context

This was primarily a vesting/compensation event (not an open‑market purchase). The conversion of RSUs into shares followed by withholding of a portion to cover tax is a routine cashless settlement method (common for RSU vesting). The director is not reported as a 10% owner; these transactions reflect director compensation rather than a market buy/sell signal.

Form 4

Period: 2026-05-06

Director

Transactions

Exercise/Conversion
Ordinary Shares
2026-05-06+353→ 753 total
Tax Payment
Ordinary Shares
2026-05-06$416.50/sh−85$35,403→ 668 total
Exercise/Conversion
Restricted Stock Units
[F3][F1][F2]
2026-05-06−353→ 0 total
Exercise: $0.00→ Ordinary Shares (353 underlying)
Award
Restricted Stock Units
[F4][F2]
2026-05-06+470→ 470 total
Exercise: $0.00→ Ordinary Shares (470 underlying)

Footnotes (4)

[F1]The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors. These restricted stock units vested in their entirety on May 6, 2026. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
[F2]This field is not applicable.
[F3]Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
[F4]The restricted stock units were granted to the reporting person as compensation for the reporting person's service as a member of the Issuer's Board of Directors. These restricted stock units will vest in their entirety on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

Signature

/s/ Heejin Jun, as Attorney-in-Fact|2026-05-08

1 file