UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 10, 2026
EATON CORPORATION plc
(Exact name of registrant as specified in its charter)
| Ireland |
000-54863 |
98-1059235 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Eaton House, 30 Pembroke Road
Dublin 4, Ireland
(Address of principal executive offices) |
D04 Y0C2
(Zip Code) |
Registrant’s telephone number, including
area code: +353 1637 2900
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class |
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Trading Symbol(s) |
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Name of each exchange
on which registered |
| Ordinary shares ($0.01 par value) |
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ETN |
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New York Stock Exchange |
| 3.850% Senior Notes due 2028 |
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ETN/28 |
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New York Stock Exchange |
| 3.950% Senior Notes due 2029 |
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ETN/29 |
|
New York Stock Exchange |
| 4.450% Senior Notes due 2030 |
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ETN/30 |
|
New York Stock Exchange |
| 4.200% Senior Notes due 2031 |
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ETN/31 |
|
New York Stock Exchange |
| 4.500% Senior Notes due 2033 |
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ETN/33 |
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New York Stock Exchange |
| 3.550% Senior Notes due 2034 |
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ETN/34 |
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New York Stock Exchange |
| 3.625% Senior Notes due 2035 |
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ETN/35 |
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New York Stock Exchange |
| 4.800% Senior Notes due 2036 |
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ETN/36 |
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New York Stock Exchange |
| 4.000% Senior Notes due 2038 |
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ETN/38 |
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New York Stock Exchange |
| 5.450% Senior Notes due 2056 |
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ETN/56 |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 11, 2026, Eaton
Corporation plc (the “Company”) issued a press release announcing the Company’s entry into a definitive agreement with
Dana Incorporated, a Delaware corporation (“Merger Partner”), regarding the separation of the Company’s mobility business.
The press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 8.01 Other Events.
On June 10, 2026, the Company entered into
definitive agreements with Merger Partner pursuant to which the Company will separate its Mobility segment (the “SpinCo
Business”) and combine it with Merger Partner in a Reverse Morris Trust transaction.
Immediately prior to the Merger (as defined
below) and pursuant to a Separation and Distribution Agreement among the Company, Eaton Corporation, an Ohio corporation
(“Eaton Ohio”), Eaton Capital Unlimited Company, an Irish public unlimited company, Mobility (USA) Corporation, a
Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), and Merger Partner, dated as of June 10, 2026
(the “Separation Agreement”), the Company will, among other things and subject to the terms and conditions of the
Separation Agreement, transfer the SpinCo Business to SpinCo and its subsidiaries and, in connection therewith, will distribute to
the Company shareholders shares of common stock of SpinCo (the “Distribution”).
Immediately following the Distribution and pursuant
to an Agreement and Plan of Merger (the “Merger Agreement”) with Eaton Ohio, SpinCo, Atlas Mobility Sub, Inc., a Delaware
corporation and wholly owned subsidiary of SpinCo (“Merger Sub”), Merger Sub will be merged with and into Merger Partner (the
“Merger”), with Merger Partner surviving and continuing as the surviving corporation of the Merger and as a direct, wholly
owned subsidiary of SpinCo. Subject to the terms and conditions of the Merger Agreement, at closing, each share of common stock of Merger
Partner that is outstanding as of immediately prior to the closing will be converted into the right to receive a number of SpinCo shares
equal to the exchange ratio specified in the Merger Agreement, subject to adjustment.
Under the terms of the Merger
Agreement, the Company will receive approximately $1.1 billion in cash distribution and the Company shareholders will receive newly issued shares
of the combined company such that the Company shareholders will own at least 50.1% of the combined company’s outstanding shares
following the consummation of the transaction.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit
Description |
| 99.1 |
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Press Release of Eaton Corporation plc dated June 11, 2026 |
| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Notes on Forward-Looking Statements
This Current Report on Form 8-K
includes “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the
Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc
(“Eaton”), Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”). These forward-looking
statements generally are identified by the words “believe,” “intend,” “plan,” “may,” “could,”
“should,” “will,” “would,” or the negative thereof or variations thereon or similar terminology generally
intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements
regarding the expected timing and structure of the proposed transaction and financing of the transaction, the ability of the parties to
complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results
and strategic and synergistic benefits, the tax consequences of the proposed transaction, and the combined company’s plans, objectives,
expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking
statements.
These forward-looking statements
are based on Eaton’s current expectations and are subject to risks and uncertainties. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates
or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or
expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated
or at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related to difficulties, inabilities
or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction,
including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies; potential impact of the announcement
or consummation of the proposed transaction on Eaton and Dana’s stock prices; restrictions on the conduct of Eaton and Dana’s
respective businesses prior to closing and on each of their ability to pursue alternatives to the proposed transaction; the possibility
that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events,
or unforeseen or unknown liabilities; the ability of the combined company to implement its business strategy; the inability of the combined
company to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed transaction;
the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may
affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability;
risks relating to the ability to obtain financing for the transaction upon acceptable terms or at all; evolving legal, regulatory and
tax regimes; changes in general economic and/or industry specific conditions; global economic repercussions related to U.S. and global
inflationary pressures and potential recessionary concerns; the risks that the anticipated tax treatment of the proposed transaction is
not obtained; the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Eaton; risks
related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other
effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees,
customers, suppliers, or other counterparties; and other risk factors detailed from time to time in Eaton and Dana’s reports filed
with the Securities and Exchange Commission (the “SEC”), including Eaton and Dana’s annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with
the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.
Any forward-looking statements
speak only as of the date of this Current Report on Form 8-K. Neither Eaton nor SpinCo undertakes, and each party expressly disclaims,
any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise,
except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Important Information About the Transaction and
Where to Find It
In connection with the proposed
transaction, SpinCo may file with the SEC an information statement on Form 10 (“Form 10”) or a registration statement on Form
S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per
share, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer
to exchange”). Eaton may also file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer
by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly
withdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo intends to file with the SEC a registration statement
on Form S-4 (the “Form S-4”) that will include a proxy statement of Dana and that also constitutes a prospectus of SpinCo
with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo
and Dana may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for
the Form 10, Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that
Eaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE
TO; THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders
will be able to obtain free copies of the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy
statement/prospectus (if and when available) and other documents containing important information about Eaton, Dana and SpinCo and the
proposed transaction, once such documents
are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at
https://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will
be available free of charge on Dana’s website at https://danaincorporated.gcs-web.com/. The information included on, or accessible
through, Eaton or Dana’s website is not incorporated by reference into this Current Report on Form 8-K.
Participants in the Solicitation
Eaton, Dana, SpinCo and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting of Shareholders,
which was filed with the SEC on March 13, 2026. Information about the directors and executive officers of Dana, including a description
of their direct or indirect interests, by security holdings or otherwise, is set forth in Dana’s proxy statement for its 2026 Annual
Meeting of Stockholders, which was filed with the SEC on March 13, 2026. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the
proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials
become available. Investors should read the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy
statement/prospectus carefully if and when available before making any voting or investment decisions. You may obtain free copies of these
documents from Eaton or Dana using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in a transaction exempt from
the registration requirements of the Securities Act.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Eaton Corporation plc |
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Date: June 11, 2026 |
By: |
/s/ Lucy Clark Dougherty |
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Lucy Clark Dougherty |
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Executive Vice President and Chief Legal Officer
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