Eaton and Dana (NYSE: DAN) reveal CEO pick, board seats in proposed deal
Rhea-AI Filing Summary
Eaton Corporation plc and Dana Incorporated announced a proposed transaction and posted customer FAQs on June 11, 2026 describing leadership plans for the combined company. The release names Byron Foster as incoming Chief Executive Officer and Timothy Kraus as Chief Financial Officer, and states Erin Rowse will serve as Chief Human Resources Officer upon close.
The communication says Dana's eight-member board will be expanded to include three additional directors designated by Eaton, and notes that additional leadership details will be shared as finalized. The posting also contains customary forward-looking statements and describes upcoming SEC filings including a Form 10, Form S-1/S-4, Schedule TO and Form S-4.
Positive
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Negative
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Insights
Transaction outlines leadership split and board expansion; disclosure focuses on process and filings.
The communication names Byron Foster as incoming CEO and Timothy Kraus as CFO and states Erin Rowse will be Chief Human Resources Officer upon close. It also specifies that Dana's eight-member board will be expanded to add three Eaton‑designated directors.
Key dependencies are regulatory and stockholder approvals and the specified SEC filings (Form 10, Form S-1/S-4, Schedule TO, Form S-4). Subsequent SEC materials will contain the transaction mechanics, financial pro forma and governance details.
Board composition and management appointments are disclosed; full governance detail pending in proxy/prospectus.
The excerpt states Dana's board (currently described as eight members) will be expanded to include three directors designated by Eaton and that one designated director will be a current Eaton executive and two will be current Eaton directors. Additional leadership information will be provided as finalized.
Governance impacts and voting implications will be documented in the forthcoming proxy statement/prospectus and Form S-4; timing and final director identities are not provided here.
Key Figures
Key Terms
Form S-4 regulatory
proxy statement/prospectus regulatory
Non-GAAP Measures financial
Schedule TO regulatory
Filed by Eaton Corporation plc
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Dana Incorporated
Commission File No.: 001-01063
Date: June 11, 2026
The following Customer Frequently Asked Questions were posted by Eaton Corporation plc on the company’s website on June 11, 2026 in connection with the announcement of the proposed transaction with Dana Incorporated.
| frequently asked questions available on eaton.com/mobility |
| · | Why is Eaton planning to combine the Mobility Group with Dana? The transaction positions the combined business for greater success, including the ability to better serve the needs of global mobility customers through complementary and comprehensive product offerings. The new organization will have a stronger financial profile, enabling investment in the technologies and markets that matter most to automotive and commercial vehicle customers and for the aftermarket. |
| · | Who will lead the new company? The combined company’s senior management team will include representatives from both companies to enable business and customer continuity and operational discipline. |
Byron Foster, Dana’s incoming Chief Executive Officer, and Timothy Kraus, Dana’s current Chief Financial Officer, will lead the combined company as CEO and CFO, respectively. Erin Rowse, Eaton’s current Senior Vice President Human Resources, Industrial, will serve as the combined company’s Chief Human Resources Officer upon close. Additionally Dana's eight-member board of directors will be expanded to include three additional directors designated by Eaton, including one current Eaton executive and two current Eaton directors.
Additional details regarding the combined company’s leadership will be shared as they are finalized.
| · | When will the transaction be completed? We expect the transaction to be completed in Q1 2027. |
| · | What products and solutions will be available? Will I still have access to the same products and solutions I have now through Eaton? Dana was attracted to Eaton’s Mobility Group because of the complementary portfolio and its manufacturing excellence. |
| o | For customers that are purchasing products from our Mobility business today, these products will become part of the new company’s portfolio. |
| o | For customers that purchase a broader portfolio of products from Eaton today (e.g., from our Electrical or Aerospace businesses), you will purchase those products from Eaton as a distinct company. |
| · | What should customers expect over the coming months? As the separation progresses, there may be updates to bank account information, remittance addresses or EDI configurations. Where changes are required, we will reach out to customers in advance and provide detailed guidance to support a smooth transition. |
| · | Will the locations of offices and manufacturing sites stay the same? As we move through the separation planning process, there may be changes at sites where Eaton and Mobility Group employees were previously located. We will also be assessing the footprint of the combined Mobility and Dana company to identify the optimum locations from which to serve customers. We do not anticipate any disruption to customers, and any changes will be communicated in advance. |
| · | How is Eaton going to ensure service levels are maintained during the separation and combination process? Our customers remain a top priority as we move through the separation and merger planning process. All of the trusted people you work with today will remain the key points of contact and will continue to serve with the same commitment as they do today. |
| · | Will the contact details for customer support change? No, contacts will stay the same through this process. After combining the companies and conducting a thorough review of its reach, the combined company will develop a structure that most effectively drives growth. |
| · | How will the products be branded in the future? The plan is that Mobility Group will transition to the Dana brand name upon completion of the transaction, and we will work with Dana to support a thoughtful transition. |
| · | Do I still use the same systems and processes? For now, nothing is changing about the systems and processes you use. More information will be shared about any changes to systems, tools or processes. |
| · | Who can I reach out to with additional questions? Please reach out to your local sales contact with additional questions. |
Cautionary Notes on Forward-Looking Statements
This communication 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,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “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 and Dana’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’s and Dana’s stock prices; restrictions on the conduct of Eaton’s 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’s and Dana’s reports filed with the Securities and Exchange Commission (the “SEC”), including Eaton’s 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 communication. None of Eaton, Dana or 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.
It should also be noted that projected financial information for the combined company is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting
requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Dana or SpinCo.
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 communication.
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.
Note Regarding Use of Non-GAAP Financial Measures
In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), this communication includes certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as EBITDA, adjusted EBITDA, adjusted EBITDA margin, free cash flow, adjusted free cash flow and adjusted free cash flow margin. These Non-GAAP Measures should not be used in isolation or as a substitute or alternative to results determined in accordance with U.S. GAAP. In addition, Dana’s and Eaton’s definitions of these Non-GAAP Measures may not be comparable to similarly titled non-GAAP financial measures reported by other companies. A reconciliation of these Non-GAAP Measures to the most directly comparable financial measures calculated and reported in accordance with U.S. GAAP can be found in Dana’s filings with the SEC except for financial guidance and other forward-looking information since such a reconciliation is not practicable without unreasonable effort as Dana is unable to reasonably forecast certain amounts that are necessary for such reconciliation.