[144] Eaton Corporation, plc SEC Filing

Rhea-AI Filing Summary

The filing is a Form 144 notice for Eaton Corporation plc (ETN), indicating that insider Craig Arnold intends to sell up to 95,000 common shares around 06/24/2025 through Fidelity Brokerage Services on the NYSE. At an estimated market value of $31.85 million, the trade represents roughly 0.02 % of the 391.3 million shares outstanding.

The form also lists prior insider sales during the last three months totaling 393,240 shares for aggregate gross proceeds of $120.5 million. Combined with the proposed sale, Arnold could liquidate approximately 488,240 shares.

By signing Form 144, the seller affirms there is no undisclosed material adverse information regarding the company and acknowledges potential criminal liability for misstatements.

• Seller: Craig Arnold (relationship to issuer implied by name but not explicitly stated in the form).
• Class: Common stock.
• Broker: Fidelity Brokerage Services, RI.
• Method of acquisition: Mainly restricted-stock vesting and stock-option exercises from 2013-2019.

No financial performance data or corporate developments are disclosed in this document; it solely concerns the planned disposition of insider-held shares.

Positive

• Seller affirms no undisclosed material adverse information, mitigating concerns about informational asymmetry.
• Share sale equals only ≈0.02 % of outstanding shares, implying limited dilution or ownership impact.

Negative

• CEO-level insider is disposing of 95 k shares after selling 393 k shares in prior three months, potentially signaling reduced confidence or prompting negative market sentiment.
• Aggregate cash proceeds exceed $150 million, a sizable disposition that may create short-term share-price overhang.

Insights

Securities Analyst

TL;DR: Moderate insider selling; small percentage but sizable dollar value could pressure sentiment.

The CEO’s planned 95 k-share sale, plus 393 k shares already sold this quarter, totals almost half a million shares—or roughly 0.1 % of shares outstanding. While quantitatively small, the dollar amount (≈$152 m) is material for a single insider and may raise questions about management’s view of valuation. Because the filing explicitly states no undisclosed adverse information, the sale may be pursuant to a 10b5-1 trading plan. Still, recurring sales in quick succession can create a modest overhang and short-term headline risk, especially if the market is sensitive to insider activity. Overall impact is modestly negative but not fundamentally alarming.

Corporate Governance Expert

TL;DR: Routine Rule 144 disclosure; governance risk low, perception risk moderate.

Form 144 is a procedural notice, demonstrating compliance with SEC resale regulations. The seller affirms awareness of criminal liability, reducing governance risk. The repeated sales indicate ongoing diversification rather than a one-off liquidation, suggesting adherence to a structured trading plan. Investors should monitor future 10b5-1 filings and proxy disclosures to confirm plan details. From a governance standpoint, transparency is adequate; perception risk stems primarily from the optics of sustained insider selling.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	95000	31853025.00	391300000	06/24/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/21/2018	Restricted Stock Vesting	Issuer			1239	02/21/2018	Compensation
Common	06/01/2019	Restricted Stock Vesting	Issuer			8945	06/01/2019	Compensation
Common	07/23/2017	Restricted Stock Vesting	Issuer			1564	07/23/2017	Compensation
Common	07/23/2014	Restricted Stock Vesting	Issuer			1831	07/23/2014	Compensation
Common	02/23/2017	Restricted Stock Vesting	Issuer			5462	02/23/2017	Compensation
Common	02/25/2017	Restricted Stock Vesting	Issuer			1640	02/25/2017	Compensation
Common	02/24/2017	Restricted Stock Vesting	Issuer			1741	02/24/2017	Compensation
Common	02/22/2015	Restricted Stock Vesting	Issuer			2915	02/22/2015	Compensation
Common	02/21/2015	Restricted Stock Vesting	Issuer			2722	02/21/2015	Compensation
Common	11/10/2016	Stock Option Exercise	Issuer			7566	11/10/2016	Cash
Common	02/23/2014	Stock Option Exercise	Issuer			5611	02/23/2014	Cash
Common	02/22/2014	Restricted Stock Vesting	Issuer			796	02/22/2014	Compensation
Common	06/13/2017	Stock Option Exercise	Issuer			7508	06/13/2017	Cash
Common	03/03/2016	Stock Option Exercise	Issuer			4892	03/03/2016	Cash
Common	11/19/2013	Stock Option Exercise	Issuer			2914	11/19/2013	Cash
Common	03/11/2013	Stock Option Exercise	Issuer			1462	03/11/2013	Cash
Common	06/14/2017	Restricted Stock Vesting	Issuer			36192	06/14/2017	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Craig Arnold Eaton House 30 Pembroke Road Dublin 4 L2 D04 Y0C2	Common	05/08/2025	51054	15593463.89
Craig Arnold Eaton House 30 Pembroke Road Dublin 4 L2 D04 Y0C2	Common	05/12/2025	103486	33400592.88
Craig Arnold Eaton House 30 Pembroke Road Dublin 4 L2 D04 Y0C2	Common	06/02/2025	62500	19928750.00
Craig Arnold Eaton House 30 Pembroke Road Dublin 4 L2 D04 Y0C2	Common	06/06/2025	62500	19928750.00
Craig Arnold Eaton House 30 Pembroke Road Dublin 4 L2 D04 Y0C2	Common	06/17/2025	62500	20656875.00
Craig Arnold Eaton House 30 Pembroke Road Dublin 4 L2 D04 Y0C2	Common	06/20/2025	51200	17185792.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is Form 144 and why did Eaton (ETN) file it?

Form 144 is a notice of proposed insider sales under Rule 144; Eaton filed it because an insider plans to sell 95,000 shares.

How many Eaton shares does Craig Arnold intend to sell?

The filing lists a proposed sale of 95,000 common shares valued at about $31.85 million.

How many Eaton shares has the insider sold recently?

During the past three months, Arnold sold 393,240 shares for $120.5 million in gross proceeds.

What percentage of Eaton’s outstanding shares do the planned sales represent?

The 95,000 planned shares equal roughly 0.02 % of the 391.3 million shares outstanding.

Does the insider sale indicate undisclosed negative information about Eaton?

No. The signer certifies awareness of criminal liability and affirms no material adverse information is undisclosed.

When is the approximate sale date for the 95,000 shares?

The filing states an approximate sale date of 06/24/2025 on the NYSE.