| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement
(Month/Day/Year) 07/31/2026 | 3. Issuer Name and Ticker or Trading Symbol
Eton Pharmaceuticals, Inc. [ ETON ] Foreign Trading Symbol | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 22,473 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | (1) | 01/11/2036 | Common Stock | 31,508 | 15.47 | D | |
| Restricted Stock Units | (2) | (2) | Common Stock | 20,039 | 0(3) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 7,194 | 0(3) | D | |
| Employee Stock Option (Right to Buy) | (5) | 01/02/2035 | Common Stock | 14,317 | 13 | D | |
| Employee Stock Option (Right to Buy) | (6) | 03/17/2035 | Common Stock | 10,000 | 14.68 | D | |
| Employee Stock Option (Right to Buy) | (7) | 02/12/2034 | Common Stock | 92,993 | 4.42 | D | |
| Employee Stock Option (Right to Buy) | (8) | 08/14/2033 | Common Stock | 10,000 | 4.74 | D | |
| Employee Stock Option (Right to Buy) | (9) | 02/19/2033 | Common Stock | 42,224 | 3.47 | D | |
| Employee Stock Option (Right to Buy) | (10) | 05/02/2031 | Common Stock | 35,000 | 8.61 | D | |
| Employee Stock Option (Right to Buy) | (11) | 03/11/2030 | Common Stock | 60,000 | 3.58 | D | |
| Employee Stock Option (Right to Buy) | (12) | 07/23/2027 | Common Stock | 18,742 | 1.38 | D | |
| Common Stock | (13) | (13) | Common Stock | 128,985 | 0 | D | |
| Explanation of Responses: |
| 1. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on January 12, 2030. |
| 2. The restricted stock units vest in four equal annual installments beginning January 12, 2027, contingent upon the reporting person being employed by the issuer on the date(s) of vesting. |
| 3. Each restricted stock unit represents a contingent right to receive one share of ETON Common Stock. |
| 4. The restricted stock units vest in four equal annual installments beginning January 3, 2026, contingent upon the reporting person being employed by the issuer on the date(s) of vesting. |
| 5. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on January 3, 2029. |
| 6. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on March 18, 2029. |
| 7. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on February 13, 2028. |
| 8. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on August 15, 2027. |
| 9. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on February 20, 2027. |
| 10. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on May 3, 2025. |
| 11. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on March 12, 2024. |
| 12. The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on July 24, 2021. |
| 13. On July 31, 2026, the reporting person was granted 128,985 performance-vested restricted stock units granted under the Issuer's 2018 equity incentive plan. Each restricted stock unit represents the right to acquire one share of Issuer common stock. The award vests in full, and all restrictions lapse, immediately upon the closing price of the Issuer's common stock equaling or exceeding $72.36 per share for one trading day at any time prior to the third anniversary of the grant date. If this market condition is not satisfied prior to such date, the award will be forfeited in its entirety without consideration on July 31, 2029. The number of shares reported reflects the maximum and only number of shares issuable under the award; there is no target, threshold, or maximum range. |
| Remarks: |
| The reporting person has authorized and designated the named person to file this Form 3 on the reporting person's behalf for indefinite duration. |
| /s/ Judith Matthews | 08/12/2026 | |
| ** 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 5 (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. | ||