{"url_path":"/sec/etn/8-k/2026-06-11/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1551182/0000950142-26-001733-index.html","accession_number":"0000950142-26-001733","cik":"0001551182","ticker":"ETN","issuer_name":"Eaton Corp plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1551182/0000950142-26-001733-index.html","primary_entity_key":"0001551182","primary_entity_name":"Eaton Corp plc"},"word_count":1640,"has_tables":true,"body_markdown":"**Item 9.01 Financial Statements\nand Exhibits.**\n\n \n\n(d) Exhibits.\n\n \n\n**Exhibit No.**\n\n \n\n**Exhibit\nDescription**\n\n99.1\n \n\n[Press Release of Eaton Corporation plc dated June 11, 2026](eh260792115_ex9901.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n**Cautionary Notes on Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K\nincludes “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities\nAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the\nPrivate Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc\n(“Eaton”), Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”). These forward-looking\nstatements generally are identified by the words “believe,” “intend,” “plan,” “may,” “could,”\n“should,” “will,” “would,” or the negative thereof or variations thereon or similar terminology generally\nintended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements\nregarding the expected timing and structure of the proposed transaction and financing of the transaction, the ability of the parties to\ncomplete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results\nand strategic and synergistic benefits, the tax consequences of the proposed transaction, and the combined company’s plans, objectives,\nexpectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking\nstatements.\n\n \n\n   \n\n \n\n \n\nThese forward-looking statements\nare based on Eaton’s current expectations and are subject to risks and uncertainties. Should one or more of these risks or uncertainties\nmaterialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated\nby such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates\nor expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or\nexpectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated\nor at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related to difficulties, inabilities\nor delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction,\nincluding estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies; potential impact of the announcement\nor consummation of the proposed transaction on Eaton and Dana’s stock prices; restrictions on the conduct of Eaton and Dana’s\nrespective businesses prior to closing and on each of their ability to pursue alternatives to the proposed transaction; the possibility\nthat the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events,\nor unforeseen or unknown liabilities; the ability of the combined company to implement its business strategy; the inability of the combined\ncompany to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed transaction;\nthe risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may\naffect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability;\nrisks relating to the ability to obtain financing for the transaction upon acceptable terms or at all; evolving legal, regulatory and\ntax regimes; changes in general economic and/or industry specific conditions; global economic repercussions related to U.S. and global\ninflationary pressures and potential recessionary concerns; the risks that the anticipated tax treatment of the proposed transaction is\nnot obtained; the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Eaton; risks\nrelated to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other\neffects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees,\ncustomers, suppliers, or other counterparties; and other risk factors detailed from time to time in Eaton and Dana’s reports filed\nwith the Securities and Exchange Commission (the “SEC”), including Eaton and Dana’s annual reports on Form 10-K, quarterly\nreports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with\nthe SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.\n\nAny forward-looking statements\nspeak only as of the date of this Current Report on Form 8-K. Neither Eaton nor SpinCo undertakes, and each party expressly disclaims,\nany obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise,\nexcept as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.\n\n**Important Information About the Transaction and\nWhere to Find It**\n\n \n\nIn connection with the proposed\ntransaction, SpinCo may file with the SEC an information statement on Form 10 (“Form 10”) or a registration statement on Form\nS-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\nshare, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer\nto exchange”). Eaton may also file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer\nby Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly\nwithdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo intends to file with the SEC a registration statement\non Form S-4 (the “Form S-4”) that will include a proxy statement of Dana and that also constitutes a prospectus of SpinCo\nwith respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo\nand Dana may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for\nthe Form 10, Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that\nEaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE\nTO; THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC,\nAS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE\nTHEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders\nwill 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\nstatement/prospectus (if and when available) and other documents containing important information about Eaton, Dana and SpinCo and the\nproposed transaction, once such documents\n\n \n\n   \n\n \n\n \n\nare filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies\nof the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at\nhttps://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will\nbe available free of charge on Dana’s website at https://danaincorporated.gcs-web.com/. The information included on, or accessible\nthrough, Eaton or Dana’s website is not incorporated by reference into this Current Report on Form 8-K.\n\n** **\n\n**Participants in the Solicitation**\n\n \n\nEaton, Dana, SpinCo and certain\nof their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the\nproposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect\ninterests, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting of Shareholders,\nwhich was filed with the SEC on March 13, 2026. Information about the directors and executive officers of Dana, including a description\nof their direct or indirect interests, by security holdings or otherwise, is set forth in Dana’s proxy statement for its 2026 Annual\nMeeting of Stockholders, which was filed with the SEC on March 13, 2026. Other information regarding the participants in the proxy solicitation\nand a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the\nproxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials\nbecome 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\nstatement/prospectus carefully if and when available before making any voting or investment decisions. You may obtain free copies of these\ndocuments from Eaton or Dana using the sources indicated above.\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis communication is not intended to and shall not constitute an offer\nto 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\nany vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange\nwould be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall\nbe made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in a transaction exempt from\nthe registration requirements of the Securities Act.\n\n \n\n   \n\n \n\nSIGNATURES\n\nPursuant to the requirements of\nthe Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n\n**Eaton Corporation plc**\n\n \n\n \n \n \n\n \n \n \n \n \n\nDate: June 11, 2026\n\nBy:\n/s/ Lucy Clark Dougherty\n \n\n \n \nLucy Clark Dougherty\n \n\n \n \n\nExecutive Vice President and Chief Legal Officer"}