Eaton Corp plc

Current report

We may not complete the anticipated separation of our Mobility business and its merger with Dana Incorporated or complete the transaction within the timeframe we anticipate or at all; the transaction may present difficulties that could have an adverse effect on us; costs associated with the transaction may be higher than anticipated; we may not realize some or all of the expected benefits of the transaction.

Current report

On June 10, 2026, we entered into a definitive agreement with Dana Incorporated (Dana) pursuant to which we will separate our Mobility business and combine it with Dana in a Reverse Morris Trust transaction (the Transaction). We currently anticipate that we will close the Transaction in the first quarter of 2027, but satisfying the conditions to the closing of the Transaction (including the receipt of Dana stockholder approval and receipt of required regulatory clearances) may take longer than we expect and there can be no assurance that all such conditions will be satisfied or waived.

Current report

In addition, Reverse Morris Trust transactions are complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment and market conditions or regulatory or political conditions may affect our ability to complete the Transaction as currently expected, within the anticipated time frame or at all. Any changes to the Transaction, delay or failure in completing it could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than expected, which could have a material adverse effect on our business, financial condition, results of operations, cash flows or our stock price.

Current report

Whether or not we complete the Transaction, our ongoing businesses may be adversely affected and we may be subject to certain risks and consequences as a result of pursuing the Transaction, including the following: the pursuit of the Transaction may be complex, costly and time-consuming and could divert management’s attention from day-to-day business concerns and divert Eaton’s resources from other strategic opportunities and operational matters; the pendency of the Transaction could have an adverse impact on our ability to attract, retain and motivate key employees and on relationships with existing and prospective customers, suppliers and other third parties; we could be subject to litigation related to the Transaction, which could result in significant costs and expenses; and we may have to delay or forgo business opportunities that may otherwise arise with respect to the Mobility business segment in favor of the Transaction under the terms of the merger agreement entered into with Dana. In addition, although we intend for the transaction to be tax-free to our stockholders for U.S. federal income tax purposes, there can be no assurance that the Transaction will so qualify. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows or our stock price.