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: July 31, 2026
The following excerpt of the earnings release
and quarterly report on Form 10-Q for the quarter ended June 30, 2026 of Eaton Corporation plc (the “Company”) is being filed
in connection with the proposed business combination between Mobility (USA) Corporation, a wholly owned subsidiary of the Company, and
Dana Incorporated.
Planned Separation of Mobility Business
On January 26, 2026, Eaton announced its intention
to separate its Mobility business segment from the rest of Eaton via a spin-off. On June 10, 2026, Eaton entered into definitive agreements
with Dana Incorporated (Dana), whereby Eaton will separate the Mobility business and combine it with Dana in a Reverse Morris Trust (RMT)
transaction (the separation and merger with and into Dana described below collectively referred to as the Transaction). As part of the
Transaction, Eaton will distribute the Mobility business (other than certain assets and liabilities that will be sold directly to Dana
in a concurrent asset sale) to Eaton shareholders through an exchange offer (split-off), in which Eaton shareholders will have the opportunity
to tender their Eaton shares in exchange for shares of Mobility (USA) Corporation, a wholly owned subsidiary of Eaton (SpinCo), followed,
if necessary, by a clean-up pro rata distribution. Immediately thereafter, a direct, wholly owned subsidiary of SpinCo will merge with
and into Dana, with Dana surviving as a direct, wholly owned subsidiary of SpinCo. Following completion of the Transaction, Eaton shareholders
are expected to own at least 50.1% of the combined company's outstanding shares. Eaton will also receive a cash distribution of approximately
$1.1 billion prior to completion of the Transaction, subject to a customary cash and indebtedness adjustment and tax payments to various
global jurisdictions and transaction related charges. Eaton expects to use the cash distribution consistent with its capital allocation
framework, including repayment of outstanding indebtedness.
The RMT transaction is intended to be tax-free
for U.S. federal income tax purposes to Eaton and Eaton’s shareholders and is expected to close in the first quarter of 2027, subject
to Dana stockholder approval, regulatory approvals, and customary closing conditions. Until the Transaction closes, the Mobility business
segment will continue to operate as a business segment of Eaton and its financial results reported in Eaton’s continuing operations.
In the event the Transaction is not consummated, Eaton intends to separate its Mobility business segment in a spin-off.
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.
Important Information About the Transaction
and Where to Find It
In connection with the proposed transaction,
SpinCo intends to file with the SEC 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 also intends to 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 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 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 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.
