Eaton Corp plc·4

Feb 27, 6:55 PM ET

Clark Dougherty Lucy 4

4 · Eaton Corp plc · Filed Feb 27, 2026

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Eaton (ETN) CLO Clark Dougherty Lucy Exercises Options, Sells Shares

What Happened Clark Dougherty Lucy, Executive Vice President and Chief Legal Officer of Eaton Corporation (a subsidiary of Eaton Corp plc), exercised 767 option-derived shares on Feb 26, 2026 and received new equity awards (derivative grants) totaling 5,155 restricted stock units (3,850 and 1,305). To cover tax withholding related to the exercise/vesting, 224 shares were surrendered/withheld at $367.49 each, generating $82,318. The filings show both acquisition (awards and exercise) and disposition (withholding) activity.

Key Details

  • Transaction dates: Feb 25, 2026 (grants) and Feb 26, 2026 (exercise and tax withholding). Filing date: Feb 27, 2026 (timely).
  • Grants received: 3,850 RSUs (granted Feb 25, 2026) and 1,305 RSUs (granted Feb 26, 2025); both vest 33% on first and second anniversaries and 34% on the third (see footnotes F2, F3).
  • Exercise: 767 shares exercised (reported as derivative conversion, code M).
  • Tax withholding/disposition: 224 shares withheld/disposed at $367.49 per share for $82,318 (code F).
  • Shares owned after the transactions: not specified in the provided filing.
  • Role/remark: Lucy is EVP & Chief Legal Officer of Eaton Corporation, a subsidiary of the issuer.

Context

  • These filings combine new equity awards (RSUs) and an option exercise. The withholding of 224 shares to satisfy tax obligations is a routine, non‑market sale related to compensation (not an open‑market sell).
  • Vesting schedules mean most newly granted RSUs are subject to multi-year service conditions (33%/33%/34%), so they do not represent immediate free shares to sell.

Insider Transaction Report

Form 4
Period: 2026-02-25
Clark Dougherty Lucy
See Remarks below.
Transactions
  • Exercise/Conversion

    Ordinary Shares

    2026-02-26+7671,564 total
  • Tax Payment

    Ordinary Shares

    2026-02-26$367.49/sh224$82,3181,340 total
  • Award

    Stock Option

    [F1]
    2026-02-25+3,8503,850 total
    Exercise: $373.53From: 2027-02-25Exp: 2036-02-25Ordinary Shares (3,850 underlying)
  • Award

    Restricted Stock Units

    [F2][F4]
    2026-02-25+1,3051,305 total
    Exercise: $0.00From: 2027-02-25Ordinary Shares (1,305 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-02-267671,558 total
    Exercise: $0.00From: 2026-02-26Ordinary Shares (767 underlying)
Footnotes (4)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]This field is not applicable.
Signature
/s/ Heejin Jun, as Attorney-in-Fact|2026-02-27

Documents

1 file
  • 4
    tm267606-3_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT