Officer Arnold Craig exercised 104,250 units of Ordinary Shares at a strike of $130.86 and sold $33,400,593 worth of Ordinary Shares (103,486 units at $322.75), increasing direct ownership by 0.16% to 490,208 units (SEC Form 4)
$ETN
Industrial Machinery/Components
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares | 05/12/2025 | M | 764 | A | $130.86 | 490,208 | D | |||
| Ordinary Shares | 05/12/2025 | M | 103,486 | A | $130.86 | 593,694 | D | |||
| Ordinary Shares | 05/12/2025 | S | 45,850 | D | $322.1182(1) | 547,844 | D | |||
| Ordinary Shares | 05/12/2025 | S | 51,854 | D | $323.208(2) | 495,990 | D | |||
| Ordinary Shares | 05/12/2025 | S | 5,782 | D | $323.7367(3) | 490,208 | D | |||
| Ordinary Shares | 188(5) | I | by trustee of ESP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option | $130.86 | 05/12/2025 | M | 764 | 02/23/2022(4) | 02/23/2031 | Ordinary Shares | 764 | $0 | 103,486 | D | ||||
| Stock Option | $130.86 | 05/12/2025 | M | 103,486 | 02/23/2022(4) | 02/23/2031 | Ordinary Shares | 103,486 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $321.60 - $322.59. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. |
| 2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $322.66 - $323.655. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. |
| 3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $323.66 - $323.88. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. |
| 4. These stock options were granted on February 23, 2021 and became 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. |
| 5. These ordinary shares are held in the Eaton Savings Plan. |
| Remarks: |
| Chief Executive Officer of Eaton Corporation, a subsidiary of the Issuer. |
| /s/ Lizbeth L. Wright, as Attorney-in-Fact | 05/13/2025 | |
| ** 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. | ||