As filed with the U.S. Securities and Exchange Commission on October 19, 2026

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Mobility (USA) Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		3714		42-2383162
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1000 Eaton Boulevard

Cleveland, Ohio 44122

(440) 523-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sergio Letelier

Mobility (USA) Corporation

1000 Eaton Boulevard

Cleveland, Ohio 44122

(440) 523-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Dotun Obadina Steven J. Williams Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000		Douglas H. Liedberg Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary Dana Incorporated 3939 Technology Drive Maumee, Ohio 43537 Telephone: (419) 887-3000		Sophia Hudson, P.C. David M. Klein, P.C. Zoey Hitzert Brian Junquera Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement has been declared effective and the satisfaction or waiver of all other conditions to the consummation of the Exchange Offer and Merger described herein.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Smaller reporting company		☐
Accelerated filer		☐		Emerging growth company		☐
Non-accelerated filer		☒

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

☐	Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

☐	Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

EXPLANATORY NOTE

Mobility (USA) Corporation, a Delaware corporation (“SpinCo”), which is a wholly owned subsidiary of Eaton Corporation plc (“Eaton”), is filing this registration statement on Forms S-4 and S-1 (Registration No. 333-    ) to register the offer of shares of SpinCo common stock, par value $0.01 per share (“SpinCo common stock”), which shares will, pursuant to Irish law, be distributed by way of issuance to Eaton shareholders pursuant to an Exchange Offer (as defined below) and, in the event the Exchange Offer is not fully subscribed, a Clean-Up Spin-Off (as defined below). Immediately following the Exchange Offer and any Clean-Up Spin-Off, Atlas Mobility Sub, Inc., a Delaware corporation (“Merger Sub”), which is a newly formed, direct wholly owned subsidiary of SpinCo, will merge with and into Dana Incorporated, a Delaware corporation (“Dana”), with Dana continuing as the surviving corporation and becoming a direct wholly owned subsidiary of SpinCo (the “Merger”) and, immediately following the Merger, and as part of the same overall transaction, the merger of Dana with and into a Delaware limited liability company that currently is, or prior to the Effective Time will be formed as, a direct wholly owned subsidiary of SpinCo (“Second Merger Sub”), with Second Merger Sub continuing as the surviving entity and becoming a direct wholly owned subsidiary of SpinCo (the “Second Merger” and, together with the Merger, the “Mergers”).

SpinCo is a newly formed, wholly owned indirect subsidiary of Eaton that was incorporated specifically for the purpose of holding the Mobility Business (as defined in the prospectus included in this registration statement) and effecting the Separation (as defined in the prospectus included in this registration statement). Prior to the Merger, certain members of the Eaton Group (as defined in the prospectus included in this registration statement) (excluding, for the avoidance of doubt, Eaton) will transfer certain assets and liabilities relating to the Mobility Business to SpinCo or its subsidiaries and, in exchange therefor, will receive shares of SpinCo common stock and certain other consideration, which is expected to include cash, and all shares of SpinCo common stock received in such transactions will be transferred, directly or indirectly, to Eaton pursuant to the Restructuring (as defined in the prospectus included in this registration statement). Following the consummation of the Restructuring, and on the Distribution Date (as defined in the prospectus included in this registration statement), Eaton shall make a distribution to the Eaton shareholders of shares of SpinCo common stock to be effected in the manner described below. In connection with the closing of these transactions, certain of Eaton’s subsidiaries also will directly transfer certain assets and liabilities relating to the Mobility Business to SpinCo and its subsidiaries in exchange for cash payments pursuant to the Separation Agreement (as defined in the prospectus included in this registration statement). Separately, Eaton Ohio will sell the Royal Precision Equity Interests directly to a subsidiary of Dana for cash pursuant to the Royal Precision Purchase Agreement (as defined in the prospectus included in this registration statement).

SpinCo has not engaged in any business activities to date and does not have any material assets or liabilities of any kind, other than those business activities or assets or liabilities incident to its formation and those incurred in connection with the Transactions (as defined in the prospectus included in this registration statement). Following the issuance of the shares of SpinCo common stock to Eaton shareholders pursuant to the Exchange Offer and, if applicable, any Clean-Up Spin-Off, all shares of Dana common stock (as defined in the prospectus included in this registration statement), other than the Merger Excluded Shares (as defined in the prospectus included in this registration statement), will be immediately converted into the right for such stockholders to receive shares of SpinCo common stock pursuant to the Merger. Dana intends to file a definitive proxy statement that relates to the special meeting of Dana stockholders to adopt the Merger Agreement. In addition, SpinCo has filed a registration statement on Form S-4 to register the shares of its common stock that will be issued in the Merger.

In determining whether the shares of SpinCo common stock would be issued to Eaton shareholders in a pro rata distribution or an Exchange Offer and the terms of such Exchange Offer, Eaton considered market conditions and other factors including but not limited to the relative valuation of Eaton Ordinary Shares (as defined below)

compared to Dana common stock, the implied valuation of the Mobility Business, the assessment by Eaton of the number of Eaton Ordinary Shares expected to be tendered in an exchange offer and the size of the discount, if any, expected to be required to incentivize participation by Eaton shareholders, and general macroeconomic conditions.

The distribution of SpinCo common stock will be effected through the consummation of an exchange offer whereby Eaton will offer to its shareholders the option to redeem all or a portion of their Eaton Ordinary Shares, par value $0.01 per share (“Eaton Ordinary Shares”), in exchange for the issuance by SpinCo of shares of SpinCo common stock (the “Exchange Offer”). As a result, there would be a reduction in the issued and outstanding Eaton Ordinary Shares equal to the number of shares elected to be redeemed in the Exchange Offer. If the Exchange Offer is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed and accepted by Eaton in the Exchange Offer results in fewer than all of the shares of SpinCo common stock intended to be issued as part of the Exchange Offer being exchanged, then Eaton will cause SpinCo to issue the remaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer (a “Clean-Up Spin-Off”). Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of the SpinCo common stock held by Eaton will be canceled and extinguished.

 

TRADEMARKS AND TRADE NAMES

Eaton’s logo and its other registered or common law trademarks, service marks or trade names appearing in the prospectus included in this registration statement are the property of Eaton. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus included in this registration statement, including logos, artwork and other visual displays, may appear without a trademark symbol, but such references are not intended to indicate in any way that Eaton will not assert, to the fullest extent under applicable law, Eaton’s rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

Dana’s logo and its other registered or common law trademarks, service marks or trade names appearing in the prospectus included in this registration statement are the property of Dana. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus included in this registration statement, including logos, artwork and other visual displays, may appear without a trademark symbol, but such references are not intended to indicate in any way that Dana will not assert, to the fullest extent under applicable law, Dana’s rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

 

as a direct wholly owned subsidiary of SpinCo (the “Second Merger”). In the Merger, each outstanding share of Dana common stock (except for shares of Dana common stock held by Dana as treasury stock or by Eaton or any of its subsidiaries, including SpinCo and Merger Sub, which shares will be canceled and cease to exist, without any consideration being delivered in exchange therefor (such shares, the “Merger Excluded Shares”)) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio (as defined in “The Transactions—The Mergers—Calculation of the Merger Consideration”), together with cash in lieu of any fractional shares of SpinCo common stock. The Merger Exchange Ratio is one, subject to adjustment as provided in the Merger Agreement. Prior to the Distribution, Eaton will cause the number of shares of SpinCo common stock outstanding to be set so that immediately following the Merger, pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders) will hold 50.1%, and pre-Merger holders of Dana common stock will hold 49.9%, of the issued and outstanding shares of SpinCo common stock, in each case on a fully diluted basis.

As a result of the Merger, each share of Dana common stock (except the Merger Excluded Shares) will be converted into one share of SpinCo common stock. Immediately following the Merger, and as part of the same overall transaction, Dana will merge with and into Second Merger Sub in the Second Merger, with Second Merger Sub surviving as a direct wholly owned subsidiary of SpinCo. The aggregate number of shares of SpinCo common stock to be issued in the Merger by SpinCo will result in pre-Merger holders of shares of SpinCo common stock collectively owning 50.1% of the shares of SpinCo common stock issued and outstanding immediately after giving effect to the Merger and pre-Merger holders of Dana common stock owning 49.9% of the issued and outstanding shares of SpinCo common stock, in each case on a fully diluted basis. No trading market currently exists for SpinCo common stock. You will not be able to trade shares of SpinCo common stock until such shares are approved for listing on the New York Stock Exchange (the “NYSE”) in connection with the consummation of the Merger.

The value of Eaton Ordinary Shares and SpinCo common stock for purposes of establishing the exchange ratio for this Exchange Offer will be determined by Eaton by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAP”) on each of the Valuation Dates (as defined below) of Dana common stock on the NYSE. The “Valuation Dates” will be the last three full trading days ending on and including the second full trading day prior to the expiration date of this Exchange Offer, as it may be voluntarily extended. Based on an expiration date of      , the Valuation Dates are expected to be      ,      and      . See “Exchange Offer—Terms of This Exchange Offer.”

This Exchange Offer is designed to permit you to exchange, by way of redemption, your Eaton Ordinary Shares for shares of SpinCo common stock at a      % discount to the per-share value of Dana common stock, calculated as set forth in this prospectus, subject to the upper limit described below. For each $100 of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer, you will receive approximately $     of SpinCo common stock, subject to an upper limit of      shares of SpinCo common stock per Eaton Ordinary Share. This Exchange Offer does not provide for a minimum exchange ratio. If the upper limit is in effect, then the exchange ratio will be fixed at that limit. IF THE UPPER LIMIT IS IN EFFECT, AND UNLESS YOU PROPERLY WITHDRAW YOUR SHARES, YOU WILL RECEIVE LESS (AND YOU COULD RECEIVE MUCH LESS) THAN $     OF SPINCO COMMON STOCK FOR EACH $100 OF EATON ORDINARY SHARES THAT YOU TENDER. See “Exchange Offer—Terms of This Exchange Offer.”

The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on      (the trading day immediately preceding the date of this prospectus), based on the daily VWAPs of Dana common stock on      ,      and      , would have provided for      shares of SpinCo common stock to be exchanged for every share of Eaton Ordinary Shares accepted for exchange. The value of SpinCo common stock issued and, following the Merger, the value of SpinCo common stock received may not remain above the value of Eaton Ordinary Shares tendered following the expiration of this Exchange Offer.

 

ii

THIS EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON      , 2027, UNLESS THIS EXCHANGE OFFER IS EXTENDED, TERMINATED OR AMENDED. ORDINARY SHARES OF EATON TENDERED PURSUANT TO THIS EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THIS EXCHANGE OFFER.

 

 

In reviewing this prospectus, you should carefully consider the risk factors beginning on page 47 of this prospectus.

We Are Not Asking You for a Proxy and You are Not Requested To Send Us a Proxy.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulator has approved or disapproved of the securities described in this prospectus or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is      , 2026.

The final exchange ratio used to determine the number of shares of SpinCo common stock that you will receive for each of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer will be announced by press release no later than 11:59 p.m., New York City time, on the second full trading day prior to the expiration date. At such time, the final exchange ratio will be available at      and from the information agent for this Exchange Offer at the toll-free number provided on the back cover of this prospectus. Eaton will announce whether the upper limit on the number of shares of SpinCo common stock that may be issued in exchange for the redemption of each Eaton Ordinary Share tendered and accepted for exchange will be in effect, through      and by press release, no later than 11:59 p.m., New York City time, on the second full trading day prior to the expiration date. Commencing after the close of trading on the third trading day of this Exchange Offer, indicative exchange ratios (calculated in the manner described in this prospectus) also will be available on that website and from the information agent at the toll-free number provided on the back cover of this prospectus.

This prospectus provides information regarding Eaton, SpinCo, Dana, the Exchange Offer (including a potential Clean-Up Spin-Off), the Mergers and the other Transactions. Eaton Ordinary Shares are listed on the NYSE under the symbol “ETN.” Dana common stock is listed on the NYSE under the symbol “DAN.” On      2026, the last reported sale price of Eaton Ordinary Shares on the NYSE was $     per share, and the last reported sale price of Dana common stock on the NYSE was $     per share. The market prices of Eaton Ordinary Shares and of Dana common stock will fluctuate prior to the completion of this Exchange Offer and thereafter and may be higher or lower at the expiration date of this Exchange Offer than the prices set forth above. No trading market currently exists for SpinCo common stock. SpinCo intends to apply for listing of the SpinCo common stock on the NYSE.

If this Exchange Offer is consummated but is not fully subscribed because less than all the shares of SpinCo common stock intended to be issued as part of the Exchange Offer are exchanged, the remaining shares of SpinCo common stock will be immediately distributed to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after the consummation of this Exchange Offer pursuant to a Clean-Up Spin-Off. Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton Ordinary Shares that are accepted for exchange in this Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of SpinCo common stock distributed in the Clean-Up Spin-Off. This prospectus covers all shares of SpinCo common stock offered by Eaton in this Exchange Offer and all shares of SpinCo common stock that may be distributed by Eaton in a spin-off (including the Clean-Up Spin-Off) to holders of Eaton Ordinary Shares. See “Exchange Offer—Distribution of SpinCo Common Stock Remaining After This Exchange Offer.”

 

iii

Immediately following the consummation of this Exchange Offer and any Clean-Up Spin-Off, in the Merger, Merger Sub will be merged with and into Dana, whereupon the separate corporate existence of Merger Sub will cease and Dana will continue as the surviving corporation and a direct wholly owned subsidiary of SpinCo. Immediately following the Merger, Dana, as the surviving corporation, will merge with and into Second Merger Sub in the Second Merger, with Second Merger Sub surviving as a direct wholly owned subsidiary of SpinCo. In the Merger, each outstanding share of Dana common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio, together with cash in lieu of any fractional shares of SpinCo common stock. Eaton currently expects that approximately      shares of SpinCo common stock will be available in this Exchange Offer. The aggregate number of shares of SpinCo common stock to be issued in the Merger by SpinCo is expected to result in pre-Merger holders of shares of SpinCo common stock collectively owning 50.1% of the shares of SpinCo common stock issued and outstanding immediately after giving effect to the Merger and pre-Merger holders of Dana common stock owning 49.9% of the issued and outstanding shares of SpinCo common stock, in each case on a fully diluted basis. Immediately following the Merger, Dana will merge with and into Second Merger Sub in the Second Merger, with Second Merger Sub surviving as a direct wholly owned subsidiary of SpinCo.

Eaton’s obligation to exchange shares of SpinCo common stock for Eaton Ordinary Shares is subject to the conditions listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer,” including the satisfaction of conditions to the Merger, which include Dana stockholder approval of the Merger Agreement.

 

iv

TABLE OF CONTENTS

 

SELECTED DEFINITIONS			1
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER AND THE TRANSACTIONS			6
Questions and Answers about the Exchange Offer			6
Questions and Answers about the Transactions			15
SUMMARY			23
Terms of the Exchange Offer			23
Information About Dana			29
Information About Eaton and Merger Sub			30
Information About Second Merger Sub			30
Information About Mobility (USA) Corporation			30
Information About the Mobility Business			30
The Transactions			30
Transaction Sequence			32
The Restructuring			36
The Mergers			37
Board of Directors and Executive Officers of the Combined Company Following the Mergers			39
Interests of Certain Persons in the Transactions			39
Dana Stockholders’ Meeting			40
No Vote by Eaton Shareholders			40
Accounting Treatment of the Mergers			41
Regulatory Approvals			42
Debt Financing Arrangements			42
U.S. Federal Income Tax Considerations of the Distribution			43
Material Irish Tax Consequences of the Distribution			44
Summary Risk Factors			44
Comparison of Market Prices			46
RISK FACTORS			47
Risks Relating to the Transactions			47
Risks Relating to the Combined Company			53
Risks Relating to the Exchange Offer			80
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			84
NON-GAAP FINANCIAL MEASURES			86
EXCHANGE OFFER			88
Terms of This Exchange Offer			88
Conditions to Consummation of This Exchange Offer			101
Fees and Expenses			102
Legal Limitations			102
Certain Matters Relating to Non-U.S. Jurisdictions			103
Distribution of SpinCo Common Stock Remaining After This Exchange Offer			103
INFORMATION ABOUT DANA			104
Information about Dana			104
Dana Stockholders’ Meeting			104
INFORMATION ABOUT EATON AND MERGER SUB			105
Information about Eaton			105
Information About Merger Sub			105
Information About Second Merger Sub			105
INFORMATION ABOUT THE MOBILITY BUSINESS			106

 

i

MARKET PRICE AND DIVIDEND INFORMATION			121
Certain Market Price and Dividend Information			121
Dana Dividend Policy			121
Eaton Dividend Policy			121
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			123
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DANA AND THE MOBILITY BUSINESS			137
THE TRANSACTIONS			165
General			165
Transaction Sequence			166
The Separation			169
The Mergers			170
Background of the Transactions			171
Eaton’s Reasons for the Transactions			180
Ownership of SpinCo Following the Mergers			183
Board of Directors and Executive Officers of the Combined Company Following the Mergers			183
Interests of Certain Persons in the Transactions			183
Effects of the Distribution and the Merger on Eaton Equity Awards Held by Mobility Business Employees			190
Dana Stockholders’ Meeting			191
Accounting Treatment of the Mergers			192
Regulatory Approvals			193
Rights of Appraisal			193
Listing			194
THE TRANSACTION AGREEMENTS			195
The Merger Agreement			195
The Separation Agreement			213
ADDITIONAL AGREEMENTS RELATED TO THE SEPARATION AND THE MERGERS			221
Royal Precision Purchase Agreement			221
Employee Matters Agreement			221
Confirmation of Intellectual Property Assignment			224
Intellectual Property Cross License Agreement			225
Trademark License Agreements			225
Real Estate Matters Agreement			228
Transition Services Agreement			229
Share Buyback Side Letter			229
Second Letter Agreement			230
Debt Financing Arrangements			230
MANAGEMENT			232
DESCRIPTION OF SPINCO CAPITAL STOCK BEFORE THE MERGERS			238
DESCRIPTION OF SPINCO CAPITAL STOCK AFTER THE MERGERS			241
COMPARISON OF RIGHTS OF EATON SHAREHOLDERS AND SPINCO STOCKHOLDERS (FOLLOWING CONSUMMATION OF THE TRANSACTIONS)			245
U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE DISTRIBUTION			255
MATERIAL IRISH TAX CONSEQUENCES OF THE DISTRIBUTION			263

 

ii

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF DANA			267
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF EATON			269
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			271
LEGAL MATTERS			272
EXPERTS			273
WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE			274
INDEX TO COMBINED FINANCIAL STATEMENTS OF THE MOBILITY BUSINESS			F-1
ANNEX
Annex A – Agreement and Plan of Merger			A-1
Annex B – Separation Agreement			B-1

 

iii

This prospectus incorporates by reference important business and financial information about Eaton and Dana from documents filed with the SEC that have not been included in or delivered with this prospectus. This information is available without charge at the website that the SEC maintains at www.sec.gov, as well as from other sources. See “Where You Can Find Additional Information; Incorporation by Reference.”

You also may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus, without charge, upon written or oral request to Eaton’s information agent, Georgeson LLC (“Georgeson” or the “information agent”), located at 51 W 52nd, 6th Floor, New York, NY 10019 or at the telephone number 877-568-5145. In order to receive timely delivery of the documents, you must make your requests no later than      , 2027.

All information contained or incorporated by reference in this prospectus with respect to Dana and its respective subsidiaries, as well as information about Dana after the consummation of the Transactions, has been provided by Dana. All other information contained or incorporated by reference in this prospectus with respect to Eaton, SpinCo, Merger Sub, Second Merger Sub or their respective subsidiaries or businesses, and with respect to the terms and conditions of the Exchange Offer, has been provided by Eaton.

This prospectus is not an offer to exchange and it is not a solicitation of an offer to buy any Eaton Ordinary Shares, SpinCo common stock or Dana common stock in any jurisdiction in which the offer, sale or exchange is not permitted. Non-U.S. shareholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the shares of SpinCo common stock that may apply in their home countries. Eaton, SpinCo and Dana cannot provide any assurance about whether such limitations may exist. See “Exchange Offer—Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on the Exchange Offer outside the United States.

 

iv

SELECTED DEFINITIONS

Certain abbreviations and terms used in the text and notes are defined as follows:

 

Abbreviation/Term		Definition
Additional Eaton Parties		Eaton HoldCo together with Eaton Ohio
Bridge Facility		A 364-day senior unsecured bridge loan credit facility, which certain financial institutions have committed to provide pursuant to the Bridge Commitment Letter (as defined herein).
Clean-Up Spin-Off		The distribution by Eaton to be effected by the issuance by SpinCo following the consummation of the Exchange Offer, if the Exchange Offer is not fully subscribed, of the remaining shares of SpinCo common stock that were not issued as part of the Exchange Offer, which issuance will be on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer
Closing		The closing of the Transactions
Closing Date		The date on which the Closing actually occurs
Code		Internal Revenue Code of 1986, as amended
Confirmation of Intellectual Property Assignment		The Confirmation of Intellectual Property Assignment entered into or to be entered into by and among one or more members of the Eaton Group, on the one hand, and one or more members of the SpinCo Group, on the other hand
Dana		Dana Incorporated, a Delaware corporation
Dana board		The board of directors of Dana
Dana board recommendation		The Dana board’s recommendation to Dana stockholders to adopt the Merger Agreement
Dana common stock		The common stock, par value $0.01 per share, of Dana
Dana Group		Dana and each entity that is a direct or indirect subsidiary of Dana
Dana Refinancing		The refinancing of certain existing indebtedness of Dana with a portion of the aggregate proceeds of the Bridge Facility, the Term A Facility and/or any Additional Permanent Financing (as defined herein)
Dana Tax Counsel		With respect to U.S. federal income Tax matters, Kirkland & Ellis LLP, and if Kirkland & Ellis LLP is unable or unwilling to provide the Merger Tax Opinion, such other nationally recognized tax counsel reasonably satisfactory to Dana
DGCL		Delaware General Corporation Law, as amended
Distribution Date		The date on which the Distribution occurs
Distribution Time		The time at which the Distribution occurs, which for accounting purposes shall be deemed to be 12:01 a.m., New York City time, on the Distribution Date
Distribution		The distribution by Eaton, pursuant to the Separation Agreement, of up to 100% of the SpinCo common stock to the Eaton shareholders pursuant to the Exchange Offer whereby Eaton redeems Eaton Ordinary Shares held by certain shareholders of Eaton electing to participate in such Exchange Offer in exchange for the issuance of SpinCo common stock by SpinCo to such shareholders, which, to the extent necessary, shall be followed by a Clean-Up Spin-Off on the Distribution Date and immediately following the consummation of the Exchange Offer

 

1

Abbreviation/Term		Definition
Eaton		Eaton Corporation plc, an Irish public limited company
Eaton board		The board of directors of Eaton Corporation plc
Eaton Business		The businesses and operations conducted immediately prior to the Distribution Time or as formerly conducted by any member of the Eaton Group that are not included in the Mobility Business, other than the Mobility Business
Eaton Group		Eaton and each entity (other than any member of the SpinCo Group) that is a direct or indirect subsidiary of Eaton immediately after the Distribution Time, and each person that becomes a subsidiary of Eaton after the Distribution Time
Eaton HoldCo		Eaton Capital Unlimited Company, an Irish public unlimited company
Eaton Ohio		Eaton Corporation, a corporation registered in the State of Ohio
Eaton Ohio Contribution		The contribution of certain Mobility assets by Eaton Ohio to SpinCo in consideration for (a) the assumption by SpinCo of certain SpinCo liabilities, (b) the issuance of SpinCo common stock, and (c) the receipt of a portion of the SpinCo Cash Payment
Eaton Ohio Distribution		Following the Eaton Ohio Contribution, the distribution by Eaton Ohio of 100% of the SpinCo common stock to Eaton Holding XIII, a Société à Responsabilité Limitée organized under the laws of Luxembourg
Eaton Ordinary Shares		The Ordinary Shares, par value $0.01 per share, of Eaton
Eaton Tax Counsel		With respect to U.S. federal income Tax matters, Skadden, Arps, Slate, Meagher & Flom LLP and, with respect to Irish Tax matters, Arthur Cox LLP, or if Skadden, Arps, Slate, Meagher & Flom LLP or Arthur Cox LLP is unable or unwilling to provide the Spin-Off Tax Opinion or the Irish Tax Opinion, respectively, such other U.S. or Irish, respectively, nationally recognized tax counsel reasonably satisfactory to Eaton
Eaton Tax Opinions		The Irish Tax Opinion and the Spin-Off Tax Opinion
Effective Time		The effective time of the Merger
Employee Matters Agreement		The Employee Matters Agreement, entered into or to be entered into, by and among Eaton, Eaton Ohio, Eaton HoldCo and SpinCo
Exchange Offer		The exchange offer to which this prospectus relates, whereby Eaton is offering to its shareholders the ability to exchange, by way of redemption, all or a portion of their Eaton Ordinary Shares in exchange for the issuance by SpinCo of shares of SpinCo common stock
HSR Act		The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder
Intellectual Property Cross License Agreement		The Intellectual Property Cross License Agreement, entered into or to be entered into by and among one or more members of the Eaton Group, on the one hand, and one or more members of the SpinCo Group, on the other hand
Internal Distributions		Any transaction (or series of transactions) effected as part of, or in anticipation of, the Separation (including the Eaton Ohio Distribution, but excluding the Distribution), in each case, that is intended to qualify as a tax-free transaction under Section 355 and/or Section 368(a)(1)(D) of the Code
Irish Companies Act		The Companies Act of 2014 of Ireland, as amended

 

2

Abbreviation/Term		Definition
Irish Tax Opinion		The opinion of Eaton Tax Counsel to the effect that, for Irish tax purposes and in connection with the Exchange Offer, Eaton, SpinCo and holders of Eaton Ordinary Shares or SpinCo common stock (other than holders of Eaton Ordinary Shares or SpinCo common stock who are resident or ordinarily resident in Ireland or holders of Eaton Ordinary Shares that hold their shares in connection with a trade or business carried on by such holders in Ireland through a branch or agency) will not have any liability for Irish tax on chargeable gains, stamp duty or dividend withholding as a result of the Exchange Offer
IRS		United States Internal Revenue Service
Merger		The merger of Merger Sub with and into Dana, with Dana surviving the merger as a direct wholly owned subsidiary of SpinCo, as contemplated by the Merger Agreement and constituting the first step of the Mergers
Merger Agreement		The Agreement and Plan of Merger, dated as of June 10, 2026, by and among Eaton, Eaton Ohio, SpinCo, Merger Sub and Dana (as it may be amended from time to time)
Merger Excluded Shares		The shares of Dana common stock held by Dana in treasury or by Eaton or any of its subsidiaries, including SpinCo and Merger Sub, which shares will be canceled and cease to exist, with no consideration being delivered in exchange therefor at the effective time of the Merger
Merger Sub		Atlas Mobility Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SpinCo
Merger Tax Opinion		The opinion of Dana Tax Counsel, in form and substance reasonably acceptable to Dana, dated as of the Closing Date, that the Merger and the Second Merger, taken together, will be treated as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code
Mergers		The Merger and the Second Merger, collectively
Mobility Business		Certain assets and liabilities comprising the Mobility business of Eaton and its subsidiaries
Mobility (USA) Corporation or SpinCo		Mobility (USA) Corporation, also referred to as SpinCo, a Delaware corporation which, as of the date of this prospectus, is a wholly owned indirect subsidiary of Eaton, and which holds the Mobility Business
NYSE		New York Stock Exchange
Real Estate Matters Agreement		The Real Estate Matters Agreement, entered into or to be entered into, by and between Eaton and SpinCo
Restructuring		The transfer of the Mobility assets that are not already owned by members of the SpinCo Group by members of the Eaton Group to SpinCo and other members of the SpinCo Group and the assumption of the SpinCo liabilities that are not already directly owed by or otherwise directly the responsibility of the SpinCo Group by SpinCo and other members of the SpinCo Group from members of the Eaton Group (excluding Eaton), and the transfer of assets associated with Eaton’s remaining businesses that are not already owned by members of the Eaton Group to members of the Eaton Group (other than Eaton) and the assumption of liabilities associated with Eaton’s remaining businesses that are not already owned by or otherwise the responsibility of members of the Eaton Group (excluding

 

3

Abbreviation/Term		Definition
		Eaton) by members of the Eaton Group (other than Eaton) from SpinCo and other members of the SpinCo Group, including each of the steps expressly contemplated by, and ultimately undertaken in accordance with, the Restructuring Plan (including the SpinCo Cash Payment and each of the Internal Distributions)
Restructuring Plan		The plan and structure set forth in the Separation Agreement to effectuate the Restructuring
Royal Precision Purchase Agreement		The Stock Purchase Agreement, entered into or to be entered into, by and among Eaton Ohio and a subsidiary of Dana
Separation		The Distribution and the Restructuring
Separation Agreement		The Separation and Distribution Agreement, dated as of June 10, 2026, by and among Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana (as it may be amended from time to time)
Second Letter Agreement		The letter agreement, dated as of October 16, 2026, among Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Merger Sub and Dana, providing for the Second Merger and related matters
Second Merger		The merger of Dana, as the surviving corporation in the Merger, with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly owned subsidiary of SpinCo, as contemplated by the Second Letter Agreement
Second Merger Effective Time		The effective time of the Second Merger
Second Merger Sub		A Delaware limited liability company that currently is, or prior to the Effective Time will be formed as, a direct wholly owned subsidiary of SpinCo
Share Buyback Side Letter		The letter agreement, dated as of July 27, 2026, by and between Dana and Eaton
SpinCo Cash Payment		The cash payment to be paid, in consideration of the transfer of a portion of the Mobility Business assets as contemplated by the Restructuring, by SpinCo or one or more members of the SpinCo Group of approximately $1.1 billion (subject to a customary cash and indebtedness adjustment and the Distribution True-Up Adjustment, increased pursuant to the Share Buyback Side Letter by an amount equal to the aggregate purchase price paid by Dana for all shares of Dana common stock repurchased by Dana from July 27, 2026 through the date immediately preceding the Closing Date, multiplied by 100.4008016% and reduced by the Royal Precision Purchase Price (as defined in the Royal Precision Purchase Agreement) and the Specified Asset Purchase Price (as defined in the Separation Agreement)) to certain members of the Eaton Group (excluding Eaton) prior to the Distribution
SpinCo common stock		The common stock, par value $0.01 per share, of SpinCo
SpinCo Group		SpinCo, each subsidiary of SpinCo immediately after the Distribution Time and each other entity that becomes a subsidiary of SpinCo after the Distribution Time, other than the Dana Group
SpinCo stockholders		Pre-Merger holders of shares of SpinCo common stock
Tax Matters Agreement		The Tax Matters Agreement, to be entered into as of the Distribution Date, by and among Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana
Term A Facility		A senior secured term loan A facility, which certain financial institutions have committed to provide pursuant to the Engagement and Commitment Letter (as defined herein)

 

4

Abbreviation/Term		Definition
Trademark License Agreements		The Transitional Trademark License Agreement and Breaktor Trademark License Agreement, in each case, entered into or to be entered into by and among one or more members of the Eaton Group, on the one hand, and one or more members of the SpinCo Group, on the other hand
Transaction Documents		The Merger Agreement, the Separation Agreement, the Second Letter Agreement, the Share Buyback Side Letter, the Royal Precision Purchase Agreement, the Employee Matters Agreement, the Confirmation of Intellectual Property Assignment, the Intellectual Property Cross License Agreement, the Trademark License Agreements, the Tax Matters Agreement, the Real Estate Matters Agreement, the Transition Services Agreement and the other agreements described herein
Transactions		The transactions contemplated by the Transaction Documents, including the Separation and the Mergers
Transition Services Agreement		The Transition Services Agreement, entered into or to be entered into by and between Eaton and SpinCo
Valuation Dates		The last three full trading days ending on and including the second full trading day prior to the expiration date of this Exchange Offer, as it may be voluntarily extended. Based on an expiration date of      , the Valuation Dates are expected to be      ,      and      .

 

5

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER AND THE TRANSACTIONS

The following are brief answers to some of the common questions that Eaton shareholders may have regarding the transactions contemplated by the Merger Agreement, the Separation Agreement and the Second Letter Agreement, which provide for the combination of Eaton’s Mobility Business with Dana, including, among other things, the Separation and the Mergers. For more detailed information about the matters discussed in these questions and answers, see “The Transactions” beginning on page 165 and “The Transaction Agreements” beginning on page 195. These questions and answers are not meant to be a substitute for the information contained in the remainder of this prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this prospectus. Eaton shareholders are urged to read this prospectus in its entirety prior to making any decision. Additional important information is also contained in the annexes to this prospectus. You should pay special attention to the “Risk Factors” beginning on page 47 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 84.

Questions and Answers about the Exchange Offer

 

Q:	Who may participate in this Exchange Offer?

 

A:

Any U.S. holders of Eaton Ordinary Shares during the period in which this Exchange Offer is open may participate. This includes Eaton Ordinary Shares attributable to participant investments in the Eaton stock fund under the Eaton 401(k) Savings Plans (as defined below) that may be exchanged in accordance with such plans. Although Eaton has mailed this prospectus to its shareholders to the extent required by U.S. law, including shareholders located outside the United States, this prospectus is not an offer to buy, sell or exchange and it is not a solicitation of an offer to buy or sell any Eaton Ordinary Shares or shares of SpinCo common stock in any jurisdiction in which such offer, sale or exchange is not permitted. Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. None of Eaton, Dana or SpinCo has taken any action under non-U.S. regulations to facilitate a public offer to exchange the Eaton Ordinary Shares or shares of SpinCo common stock outside the United States. Accordingly, the ability of any non-U.S. person to tender Eaton Ordinary Shares in this Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in this Exchange Offer without the need for Eaton, Dana or SpinCo to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

The legal limitations described above could prevent certain holders of Eaton Ordinary Shares from participating in this Exchange Offer, which could cause this Exchange Offer to be undersubscribed.

Non-U.S. shareholders should consult their advisors in considering whether they may participate in this Exchange Offer in accordance with the laws of their home countries and, if they participate, whether there are any restrictions or limitations on transactions in the Eaton Ordinary Shares or shares of SpinCo common stock that may apply in their home countries. None of Eaton, Dana or SpinCo can provide any assurance about whether such limitations may exist. See “Exchange Offer—Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on this Exchange Offer outside the United States.

 

Q:	How many shares of SpinCo common stock will I receive for each Eaton Ordinary Share that I tender?

 

A:

This Exchange Offer is designed to permit you to exchange, by way of redemption, your Eaton Ordinary Shares for shares of SpinCo common stock at a price per share equal to a    % discount to the per-share value of Dana common stock, calculated as set forth in this prospectus. Stated another way, for each $100 of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer, you will receive approximately

 

6

$   of SpinCo common stock. The value of the Eaton Ordinary Shares will be based on the calculated per-share value for the Eaton Ordinary Shares on the NYSE and the value of the SpinCo common stock will be based on the calculated per share value for Dana common stock on the NYSE, in each case, determined by reference to the simple arithmetic average of the daily VWAP on each of the Valuation Dates. Please note, however, that:

 

•

The number of shares you can receive in this Exchange Offer is subject to an upper limit of      shares of SpinCo common stock for each Eaton Ordinary Share accepted for exchange in this Exchange Offer. The next question and answer below describes how this limit may impact the value you receive.

 

•

This Exchange Offer does not provide for a minimum exchange ratio. See “Exchange Offer—Terms of This Exchange Offer.”

 

•

Because this Exchange Offer is subject to proration, Eaton may accept for exchange only a portion of the Eaton Ordinary Shares tendered by you.

 

Q:	Is there a limit on the number of shares of SpinCo common stock I can receive for each Eaton Ordinary Share that I tender?

 

A:

The number of shares you can receive in this Exchange Offer may be subject to an upper limit of      shares of SpinCo common stock for each Eaton Ordinary Share accepted for exchange in this Exchange Offer. If the upper limit is in effect, you will receive less (and could receive much less) than $     of SpinCo common stock for each $100 of Eaton Ordinary Share that you tender. For example, if the calculated per-share value of Eaton Ordinary Share was $     (the highest closing price for Eaton Ordinary Shares on the NYSE during the three-month period ending on the second to last full trading day prior to commencement of this Exchange Offer) and the calculated per-share value of SpinCo common stock was $     (the lowest closing price for Dana common stock on the NYSE during that three-month period), the value of SpinCo common stock, based on the Dana common stock price, received for Eaton Ordinary Shares accepted for exchange would be approximately $     for each $100 of Eaton Ordinary Shares accepted for exchange.

The upper limit would represent a      % discount for SpinCo common stock based on the closing price of Eaton Ordinary Shares on the NYSE and Dana common stock on the NYSE, in each case on      , the trading day immediately preceding the commencement of the Exchange Offer. Eaton may set this upper limit to ensure that an unusual or unexpected drop in the trading price of Dana common stock, relative to the trading price of Eaton Ordinary Shares, would not result in an unduly high number of shares of SpinCo common stock being exchanged for each Eaton Ordinary Share accepted for exchange in this Exchange Offer.

 

Q:	How and when will I know if the upper limit is in effect?

 

A:

Eaton will announce whether the upper limit on the number of shares of SpinCo common stock that may be issued in exchange for the redemption of each Eaton Ordinary Share tendered and accepted for exchange will be in effect at the expiration of this Exchange Offer, through      .com and by press release, no later than 11:59 p.m., New York City time, on the second full trading day prior to the expiration date. If the upper limit is in effect at that time, then the exchange ratio will be fixed at the upper limit.

 

Q:	How are the calculated per-share values of Eaton Ordinary Shares and Dana common stock determined for purposes of calculating the number of shares of SpinCo common stock to be received in this Exchange Offer?

 

A:

The calculated per-share value of Eaton Ordinary Shares and Dana common stock for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of Eaton Ordinary Shares and Dana common stock on the NYSE on each of the Valuation Dates. Eaton will determine such calculations of the per-share values of Eaton Ordinary Shares and Dana common stock and such determination will be final.

 

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Q:	What is the “daily volume-weighted average price” or “daily VWAP”?

 

A:

The “daily volume-weighted average price” for Eaton Ordinary Shares will be the volume-weighted average price of Eaton Ordinary Shares on the NYSE and the “daily volume-weighted average price” for Dana common stock will be the volume-weighted average price of Dana common stock on the NYSE, in each case during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported to Eaton by Bloomberg L.P. under the heading Bloomberg VWAP on the Bloomberg page “ETN UN<Equity>AQR” (or its equivalent successor page if such page is not available) in the case of Eaton Ordinary Shares and on the Bloomberg page “DAN UN<Equity>AQR” (or its equivalent successor page if such page is not available) in the case of Dana common stock. The daily VWAPs provided by Bloomberg L.P. may be different from other sources of volume-weighted average prices or investors’ or security holders’ own calculations of volume-weighted average prices.

 

Q:	Where can I find the daily VWAP of Eaton Ordinary Shares and Dana common stock and during the period this Exchange Offer is open?

 

A:

Eaton will maintain a website at      .com that provides the daily VWAP of both Eaton Ordinary Shares and Dana common stock for each day during this Exchange Offer. Commencing after the close of trading on the third trading day of this Exchange Offer and on each subsequent day during this Exchange Offer, the website will provide indicative exchange ratios, calculated, prior to any Valuation Date, as though that day were the expiration date of this Exchange Offer. On the first two Valuation Dates, when the values of Eaton Ordinary Shares and Dana common stock are calculated for the purposes of this Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values calculated by Eaton, which will equal (a) after the close of trading on the NYSE on the first Valuation Date, the VWAPs for that day, and (b) after the close of trading on the NYSE on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. No indicative exchange ratio will be published or announced on the third Valuation Date, but the final exchange ratio will be announced by press release and available on the website by 11:59 p.m., New York City time, on the second full trading day prior to the expiration date of this Exchange Offer.

 

Q:	Why is the calculated per-share value for SpinCo common stock based on the trading prices for Dana common stock?

 

A:

There is currently no trading market for SpinCo common stock. Eaton believes, however, that the trading prices for Dana common stock are an appropriate proxy for the trading prices of SpinCo common stock because (a) in the Merger, each outstanding share of Dana common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio of one, subject to adjustment as provided in the Merger Agreement, and, as a result, each share of Dana common stock (except for the Merger Excluded Shares) will be converted into one share of SpinCo common stock in the Merger, (b) prior to the consummation of this Exchange Offer, Eaton will cause the total number of shares of SpinCo common stock outstanding immediately prior to the Distribution to be set so that immediately following the Merger, pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders) will hold 50.1%, and pre-Merger holders of Dana common stock will hold 49.9%, of the issued and outstanding shares of SpinCo common stock, in each case on a fully diluted basis, and (c) at the Valuation Dates, it is expected that the Merger will be consummated shortly, such that investors should be expected to be valuing SpinCo common stock based on the expected value of such Dana common stock immediately after the Merger. There can be no assurance, however, that SpinCo common stock after the Merger will trade on the same basis or same level as Dana common stock trades prior to the Merger. See “Risk Factors—Risks Relating to the Transactions—The trading prices of Dana common stock may not be an appropriate proxy for the prices of SpinCo common stock.”

 

8

Q:	How and when will I know the final exchange ratio?

 

A:

The final exchange ratio showing the number of shares of SpinCo common stock that you will receive for each share of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer will be available at      .com no later than 11:59 p.m., New York City time, on the second full trading day prior to the expiration date of this Exchange Offer and separately announced by press release. In addition, as described below, you may also contact the information agent to obtain these indicative exchange ratios and the final exchange ratio at its toll-free number provided on the back cover of this prospectus. Eaton will announce whether the upper limit on the number of shares of SpinCo common stock that may be issued in exchange for the redemption of each Eaton Ordinary Share tendered and accepted for exchange will be in effect at      .com and separately by press release, no later than 11:59 p.m., New York City time, on the second full trading day prior to the expiration date of this Exchange Offer. If the upper limit is in effect at that time, then the exchange ratio will be fixed at the upper limit. If the Exchange Offer is extended, the final exchange ratio will be available at the end of the second trading day immediately preceding the expiration date of the Exchange Offer as so extended. Therefore, the timing of such announcement will provide each holder of Eaton common stock with two full business days after knowing the final exchange ratio and whether the upper limit is in effect during which to decide whether to tender or withdraw their shares in the Exchange Offer.

 

Q:	Will indicative exchange ratios be provided during this Exchange Offer?

 

A:

Yes. Indicative exchange ratios will be available commencing after the close of trading on the third trading day of this Exchange Offer by contacting the information agent at the toll-free number provided on the back cover of this prospectus and at      .com on each full trading day during this Exchange Offer, calculated, prior to any Valuation Date, as though that day were the expiration date of this Exchange Offer. The indicative exchange ratio also will reflect whether the upper limit on the exchange ratio, described above, will be in effect. On the first two Valuation Dates, when the per-share values of Eaton Ordinary Shares and per-share values of SpinCo common stock are calculated for the purposes of this Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values which will equal (a) after the close of trading on the NYSE on the first Valuation Date, the VWAPs for that day, and (b) after the close of trading on the NYSE on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. No indicative exchange ratio will be published or announced on the third Valuation Date, but the final exchange ratio will be announced by press release and available on the website by 11:59 p.m., New York City time, on the second full trading day prior to the expiration date of this Exchange Offer.

In addition, for purposes of illustration, a table that indicates the number of shares of SpinCo common stock that you would receive per Eaton Ordinary Share, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the daily VWAP of Eaton Ordinary Shares and Dana common stock on the Valuation Dates, is provided in “Exchange Offer—Terms of This Exchange Offer.”

 

Q:	What if Eaton Ordinary Shares or Dana common stock do not trade on any of the Valuation Dates?

 

A:

If a market disruption event, as defined below, occurs with respect to Eaton Ordinary Shares or Dana common stock on any of the Valuation Dates, the calculated per-share value of Eaton Ordinary Shares and per-share value of SpinCo common stock will be determined using the daily VWAP of Eaton Ordinary Shares and shares of Dana common stock on the preceding full trading day or days, as the case may be, on which no market disruption event occurred with respect to either Eaton Ordinary Shares and Dana common stock. If, however, a market disruption event occurs as specified above, Eaton may terminate or extend this Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of this Exchange Offer to Eaton. For specific information as to what would constitute a market disruption event, see “Exchange Offer—Conditions to Consummation of This Exchange Offer.”

 

9

Q:	Are there circumstances under which I would receive fewer shares of SpinCo common stock than I would have received if the exchange ratio were determined using the closing prices of Eaton Ordinary Shares and Dana common stock on the expiration date of this Exchange Offer?

 

A:

Yes. For example, if the trading price of Eaton Ordinary Shares were to increase during the period of the Valuation Dates or after the date the exchange ratio is set, the calculated per-share value of Eaton Ordinary Shares would likely be lower than the closing price of Eaton Ordinary Shares on the last full trading day prior to the expiration date of this Exchange Offer. As a result, you would receive fewer shares of SpinCo common stock for each $100 of Eaton Ordinary Shares than you would have received if that per-share value were calculated on the basis of the closing price of Eaton Ordinary Shares on the last full trading day prior to the expiration date of this Exchange Offer. Similarly, if the trading price of Dana common stock were to decrease during the period of the Valuation Dates or after the date the exchange ratio is set, the calculated per-share value of SpinCo common stock would likely be higher than the closing price of Dana common stock on the last full trading day prior to the expiration date. This could also result in you receiving fewer shares of SpinCo common stock for each $100 of Eaton Ordinary Shares than you would have received if that per-share value were calculated on the basis of the closing price of Dana common stock on the last full trading day prior to the expiration date of this Exchange Offer. See “Exchange Offer—Terms of This Exchange Offer.”

 

Q:	Will fractional shares of SpinCo common stock be distributed?

 

A:

No. Fractional shares of SpinCo common stock will not be issued in the Distribution. Instead, Broadridge Corporate Issuer Solutions, LLC (the “Distribution Exchange Agent”) will aggregate all of the fractional shares of SpinCo common stock and sell such aggregated shares in the open market at the then-prevailing market prices. The Distribution Exchange Agent will make available the net cash proceeds of such sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes), without interest, to Eaton shareholders that would otherwise have been entitled to a fractional share of SpinCo common stock, on a pro rata basis based on such stockholders’ respective fractional interests. Similarly, in the Merger, no fractional shares of SpinCo common stock will be issued to Dana stockholders. Instead, Dana stockholders who would otherwise be entitled to receive a fractional share of SpinCo common stock (after aggregating all fractional shares of SpinCo common stock to which such holder would be entitled) will have their fractional shares aggregated and sold by the distribution agent designated pursuant to the Merger Agreement (the “Merger Distribution Agent”) at the then-prevailing market prices on NYSE. The Merger Distribution Agent will make available the net cash proceeds of such sales (reduced by any fees of the agent attributable to such sale) without interest, to Dana stockholders that would otherwise have been entitled to a fractional share of SpinCo common stock, on a pro rata basis based on such stockholders’ respective fractional interests.

 

Q:	What is the aggregate number of shares of SpinCo common stock being offered in this Exchange Offer?

 

A:

In this Exchange Offer, Eaton is offering to redeem all or a portion of the Eaton Ordinary Shares held by its shareholders, in exchange for the issuance of shares of SpinCo common stock. The Merger Exchange Ratio in the Merger is one, subject to adjustment as provided in the Merger Agreement, and prior to the Distribution, Eaton will cause the number of shares of SpinCo common stock outstanding to be set so that immediately following the Merger, pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders) will hold 50.1%, and pre-Merger holders of Dana common stock will hold 49.9%, of the issued and outstanding shares of SpinCo common stock, in each case on a fully diluted basis. Eaton currently expects that approximately      shares of SpinCo common stock will be available in this Exchange Offer. See “Exchange Offer—Terms of This Exchange Offer.”

 

10

Q:	What happens if not enough Eaton Ordinary Shares are elected to be redeemed and accepted by Eaton and results in fewer than all of the shares of SpinCo common stock being exchanged?

 

A:

If this Exchange Offer is consummated but is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed results in fewer than all of the shares of SpinCo common stock being exchanged, Eaton will cause SpinCo to issue the remaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer in a Clean-Up Spin-Off. Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of SpinCo common stock held by Eaton will be canceled and extinguished. The record date for the Clean-Up Spin-Off, if any, will be announced by Eaton. Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton Ordinary Shares that are accepted for exchange in this Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of SpinCo common stock in the Clean-Up Spin-Off. See “Exchange Offer—Distribution of SpinCo Common Stock Remaining After This Exchange Offer.”

 

Q:	What happens if Eaton declares a dividend during this Exchange Offer?

 

A:

If Eaton declares a dividend, including the Eaton quarterly dividend, and the record date for that dividend occurs during this Exchange Offer, you will be eligible to receive that dividend if you continue to own your Eaton Ordinary Shares as of that record date. Tendering your Eaton Ordinary Shares in this Exchange Offer is not a sale or transfer of those shares until they are accepted for exchange upon completion of this Exchange Offer. If your Eaton Ordinary Shares are exchanged in this Exchange Offer, you will no longer own those shares and will not receive future dividends with a record date after the completion of the Exchange Offer.

 

Q:	Will all Eaton Ordinary Shares that I tender be accepted for exchange in this Exchange Offer?

 

A:

Not necessarily. Depending on the number of Eaton Ordinary Shares validly tendered in this Exchange Offer and not properly withdrawn, the calculated per-share value of Eaton Ordinary Shares and the per-share value of SpinCo common stock determined as described above, Eaton may have to limit the number of Eaton Ordinary Shares that it accepts for exchange in this Exchange Offer through a proration process. Any proration of the number of shares accepted for exchange in this Exchange Offer will be determined on the basis of the proration mechanics described in “Exchange Offer—Terms of This Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Eaton Ordinary Shares.” An exception to proration can apply to stockholders (other than for Eaton Ordinary Shares under the Eaton 401(k) Savings Plans) who beneficially own “odd lots,” that is, fewer than 100 Eaton Ordinary Shares. Such beneficial holders of Eaton Ordinary Shares who validly tender all of their shares will not be subject to proration.

In all other cases, proration for each tendering stockholder will be based on (a) the proportion that the total number of Eaton Ordinary Shares to be accepted for exchange bears to the total number of Eaton Ordinary Shares validly tendered and not properly withdrawn and (b) the number of Eaton Ordinary Shares validly tendered and not properly withdrawn by that stockholder (in each case, after taking into account any shares exchanged that constitute “odd lots”). Any Eaton Ordinary Shares not accepted for exchange as a result of proration will be returned to tendering stockholders promptly after the final proration factor is determined.

 

Q:	How many Eaton Ordinary Shares will Eaton accept for exchange if this Exchange Offer is completed?

 

A:

The number of Eaton Ordinary Shares that will be accepted for exchange in this Exchange Offer if this Exchange Offer is completed will depend on the final exchange ratio, the number of shares of SpinCo common stock offered and the number of Eaton Ordinary Shares tendered. Eaton currently expects that approximately      shares of SpinCo common stock will be available in this Exchange Offer. Assuming that Eaton offers      shares of SpinCo common stock and that this Exchange Offer is

 

11

fully subscribed, the largest possible number of Eaton Ordinary Shares that will be accepted for exchange in this Exchange Offer would be      divided by the final exchange ratio. For example, assuming that the final exchange ratio is      (the current indicative exchange ratio based on the daily VWAPs of Eaton Ordinary Shares and Dana common stock on      ,      and      ), then Eaton would accept for exchange up to a total of approximately      Eaton Ordinary Shares.

 

Q:	Are there any conditions to Eaton’s obligation to complete this Exchange Offer?

 

A:

Yes. This Exchange Offer is subject to various conditions listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer.” If any of these conditions are not satisfied or waived prior to the expiration of this Exchange Offer, Eaton will not be required to accept shares for exchange and may extend or terminate this Exchange Offer.

Eaton may waive any of the conditions to this Exchange Offer prior to the expiration of this Exchange Offer. For a description of the material conditions precedent to this Exchange Offer, including the receipt of Dana stockholder approval of the Merger Agreement and certain other proposals required in connection with the Transactions, and other conditions, see “Exchange Offer—Conditions to Consummation of This Exchange Offer.” SpinCo has no right to waive any of the conditions to this Exchange Offer. Dana has no right to waive any of the conditions to this Exchange Offer (other than certain conditions relating to the Merger).

 

Q:	When does this Exchange Offer expire?

 

A:

This Exchange Offer will expire, meaning the period during which you are permitted to tender your Eaton Ordinary Shares in this Exchange Offer will end, one minute after 11:59 p.m., New York City time, on      , 2027, unless Eaton extends or terminates this Exchange Offer. See “Exchange Offer—Terms of This Exchange Offer—Extension; Termination; Amendment.”

 

Q:	Can this Exchange Offer be extended and under what circumstances?

 

A:

Yes. Subject to its compliance with the Merger Agreement and Separation Agreement, Eaton can extend this Exchange Offer, in its sole discretion, at any time and from time to time. For instance, this Exchange Offer may be extended if any of the conditions to consummation of this Exchange Offer listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer” are not satisfied or waived prior to the expiration of this Exchange Offer. In case of an extension of this Exchange Offer, Eaton will publicly announce the extension no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date.

 

Q:	How do I participate in this Exchange Offer?

 

A:

The procedures you must follow to participate in this Exchange Offer will depend on whether you hold your Eaton Ordinary Shares in certificated form, through a bank, broker or other nominee, are held under the Eaton 401(k) Savings Plans or if your Eaton Ordinary Shares are held in book entry via the Direct Registration System, which we refer to collectively as “DRS.” For specific instructions about how to participate in this Exchange Offer, see “Exchange Offer—Terms of This Exchange Offer—Procedures for Tendering.”

 

Q:	How can I participate in this Exchange Offer if Eaton Ordinary Shares attributable to my investment in the Eaton stock fund under the Eaton Savings Plan, the Eaton Personal Investment Plan and the Eaton Puerto Rico Retirement Savings Plan (together, the “Eaton 401(k) Savings Plans”)?

 

A:

Eaton Ordinary Shares attributable to participants’ investment in the Eaton stock fund under the Eaton 401(k) Savings Plans are eligible for participation in this Exchange Offer. As applicable under the rules of the Eaton 401(k) Savings Plans, participants have the right to direct the trustee of such plans that all, some

 

12

or none of the Eaton Ordinary Shares attributable to their units in the Eaton stock fund in the Eaton 401(k) Savings Plans be exchanged. A participant’s directions will be held in confidence by the trustee and will not be divulged to Eaton or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the trustee’s services. The trustee will exchange or not exchange shares of Eaton Ordinary Shares as directed by the participant. Except as required by law, the trustee will not exchange shares of Eaton Ordinary Shares reflecting a participant’s proportional interest in the Eaton stock fund for which it has received no direction from the participant.

 

Q:	Will holders of Eaton stock options or restricted stock units (“RSU”) have the opportunity to exchange their awards for SpinCo common stock in this Exchange Offer?

 

A:

No, holders of Eaton stock options or RSUs cannot tender the shares underlying such awards in this Exchange Offer. If you hold Eaton Ordinary Shares as a result of the vesting and settlement of RSUs or as a result of the exercise of vested stock options, in each case, during this Exchange Offer, these shares can be tendered in this Exchange Offer.

 

Q:	Can I tender only a portion of my Eaton Ordinary Shares in this Exchange Offer?

 

A:	Yes. You may tender all, some or none of your Eaton Ordinary Shares.

 

Q:	What do I do if I want to retain all of my Eaton Ordinary Shares?

 

A:

If you want to retain all of your Eaton Ordinary Shares, you do not need to take any action. However, after the consummation of the Transactions, the Mobility Business will no longer be owned by Eaton, and as a holder of Eaton Ordinary Shares you will no longer hold shares in a company that owns the Mobility Business (unless a Clean-Up Spin-Off is effected, in which case you will receive certain shares of SpinCo common stock but will still retain all of your Eaton Ordinary Shares).

 

Q:	Can I change my mind after I tender my Eaton Ordinary Shares and before this Exchange Offer expires?

 

A:

Yes. You may withdraw your tendered shares at any time before this Exchange Offer expires. See “Exchange Offer—Terms of This Exchange Offer—Withdrawal Rights.” If you change your mind again, you can re-tender your Eaton Ordinary Shares by following the tender procedures again prior to the expiration of this Exchange Offer.

 

Q:	Are there any material differences between the rights of holders of Eaton Ordinary Shares and SpinCo common stock?

 

A:

Yes. Eaton is an Irish public limited company and subject to the provisions of the Irish Companies Act. SpinCo is a Delaware corporation and subject to the provisions of the DGCL. In addition, each company will be subject to different organizational documents. Holders of Eaton Ordinary Shares, whose rights are currently governed by Eaton’s organizational documents, will, with respect to the shares validly tendered and exchanged immediately following this Exchange Offer or shares of SpinCo common stock received in any Clean-Up Spin-Off, become stockholders of SpinCo and their rights will be governed by the DGCL and SpinCo’s organizational documents. For a discussion of the material differences between the rights of holders of Eaton Ordinary Shares and SpinCo common stock, see “Comparison of Rights of Eaton Shareholders and SpinCo Stockholders (Following Consummation of the Transactions).”

 

13

Q:	Are there any appraisal rights for holders of Eaton Ordinary Shares in connection with this Exchange Offer?

 

A:	No. There are no appraisal rights available to holders of Eaton Ordinary Shares under the DGCL or otherwise in connection with this Exchange Offer.

 

Q:	What will Eaton do with the Eaton Ordinary Shares that are tendered, and what is the impact of this Exchange Offer on Eaton’s share count?

 

A:

The Eaton Ordinary Shares that are tendered in this Exchange Offer will be held as treasury stock by Eaton unless and until canceled or used for other purposes. Any Eaton Ordinary Shares acquired by Eaton in this Exchange Offer will reduce the total number of Eaton Ordinary Shares outstanding, although Eaton’s actual number of shares outstanding on a given date reflects the impact of a variety of factors such as option exercises.

 

Q:	What will happen to any remaining shares of SpinCo common stock in the Clean-Up Spin-Off following the consummation of this Exchange Offer?

 

A:

In the event that this Exchange Offer is not fully subscribed, Eaton will cause SpinCo to issue the remaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer in a Clean-Up Spin-Off. Upon consummation of this Exchange Offer, Eaton will deliver to the Distribution Exchange Agent (a) book-entry authorization representing all of the shares of SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of SpinCo common stock as agent for the holders of Eaton Ordinary Shares validly tendered and not properly withdrawn in this Exchange Offer, and (b) in the case of a Clean-Up Spin-Off, if any, a book entry authorization representing all of the remaining shares of SpinCo common stock to be issued in the spin-off with instructions to hold the shares as agent for Eaton shareholders whose Eaton Ordinary Shares remain outstanding after the consummation of this Exchange Offer, in each case pending the Distribution. Prior to or at the effective time of the Distribution, SpinCo will deposit with the Distribution Agent, evidence in book-entry form representing the shares of SpinCo common stock issuable in the Distribution. Such shares of SpinCo common stock will be delivered following the effective time of the Distribution, pursuant to the procedures determined by the Distribution Agent. See “Exchange Offer—Terms of This Exchange Offer—Exchange of Eaton Ordinary Shares.”

 

Q:	If I tender some or all of my Eaton Ordinary Shares in this Exchange Offer, will I receive any shares of SpinCo common stock in the Clean-Up Spin-Off?

 

A:

Eaton shareholders who validly tender (and do not properly withdraw) Eaton Ordinary Shares that are accepted for exchange in this Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of SpinCo common stock distributed in the Clean-Up Spin-Off. However, in the event any of your tendered shares are not accepted for exchange in this Exchange Offer for any reason, or you do not tender all of your Eaton Ordinary Shares, such shares that are not accepted for exchange or were not tendered would be entitled to receive shares of SpinCo common stock in the Clean-Up Spin-Off.

 

Q:	Who do I contact for information regarding this Exchange Offer?

 

A:	You may call the information agent, Georgeson, at 877-568-5145, to ask any questions about this Exchange Offer or to request additional documents, including copies of this document and the letter of transmittal (including the instructions thereto).

 

14

Questions and Answers about the Transactions

 

Q:	What are the transactions described in this prospectus?

 

A:	The Transactions include:

 

•

the separation of the Mobility Business from Eaton’s other businesses;

 

•

the distribution by Eaton to be effected by the consummation of an Exchange Offer whereby Eaton redeems Eaton Ordinary Shares held by certain shareholders of Eaton electing to participate in such exchange offer in exchange for the issuance of SpinCo common stock by SpinCo to such shareholders, which, to the extent necessary, shall be followed by a Clean-Up Spin-Off on the Distribution Date and immediately following the consummation of the Exchange Offer;

 

•

the merger of Merger Sub with and into Dana, with Dana continuing as the surviving corporation and as a direct wholly owned subsidiary of SpinCo, and each share of Dana common stock being converted into the right to receive SpinCo common stock (and, if applicable, cash in lieu of any fractional shares) and, immediately following and as part of the same overall transaction, the merger of Dana with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and as a direct wholly owned subsidiary of SpinCo, as contemplated by the Merger Agreement and the Second Letter Agreement;

 

•

the direct sale of 100% of the stock in Royal Precision Holdings Corp., a Delaware corporation (the “Royal Precision Equity Interests”), from Eaton Ohio to a subsidiary of the Dana Group for cash, pursuant to the Royal Precision Purchase Agreement; and

 

•

the direct sale of certain Specified Assets (as defined in the Separation Agreement) related to the Mobility Business from certain members of the Eaton Group to Dana or its subsidiaries pursuant to certain Specified Asset Purchase Agreements (as defined in the Separation Agreement).

The Separation and the Mergers, taken together, are structured using a Reverse Morris Trust transaction structure, described further below. The Separation and the Mergers are described in more detail in “The Transactions” and elsewhere in this prospectus.

 

Q:	What will happen in the Restructuring?

 

A:

Prior to the Distribution and the Mergers, and pursuant to the Separation Agreement, certain members of the Eaton Group (excluding Eaton) will engage in a series of transactions (referred to as the Restructuring) in which, among other things, (a) certain assets and liabilities related to the Mobility Business that are not currently held by SpinCo or its subsidiaries will be transferred from certain members of the Eaton Group to SpinCo and entities that will become SpinCo subsidiaries and (b) if needed, certain assets and liabilities not related to the Mobility Business that are held by SpinCo (or entities that will become SpinCo subsidiaries) will be transferred from SpinCo to members of the Eaton Group (excluding Eaton) that will not be SpinCo subsidiaries. The purpose of these transactions is to separate the Mobility Business from Eaton’s other businesses. In partial consideration for the transfer of the Mobility Business assets to SpinCo, SpinCo will (i) assume certain liabilities related to the Mobility Business and (ii) make the SpinCo Cash Payment, which SpinCo expects to fund with borrowings under the SpinCo Debt (as defined below).

In addition, certain assets and liabilities related to the Mobility Business will be directly sold by certain members of the Eaton Group (excluding Eaton) to Dana or its subsidiaries for cash pursuant to the Royal Precision Purchase Agreement and the Specified Asset Purchase Agreement.

 

Q:	What will happen in the Mergers?

 

A:

Pursuant to the Merger Agreement and the Second Letter Agreement, in the Merger, Merger Sub will merge with and into Dana, and Dana will survive the Merger as a direct wholly owned subsidiary of SpinCo and, immediately following the Merger and as part of the same overall transaction, in the Second Merger, Dana will merge with and into Second Merger Sub, and Second Merger Sub will survive the Second Merger as a

 

15

direct wholly owned subsidiary of SpinCo. Following the effective time of the Mergers, SpinCo will be a separately traded public company that will own and operate the combined businesses of the Mobility Business and Dana through Second Merger Sub. At the Effective Time, each issued and outstanding share of Dana common stock (other than the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio, together with cash in lieu of any fractional shares. The Merger Exchange Ratio is one, subject to adjustment as provided in the Merger Agreement, and prior to the Distribution, Eaton will cause the number of shares of SpinCo common stock outstanding to be set so that immediately following the Merger, pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders) will hold 50.1%, and pre-Merger holders of Dana common stock will hold 49.9%, of the issued and outstanding shares of SpinCo common stock (on a fully diluted basis).

 

Q:	What are Eaton’s reasons for the Transactions?

 

A:

In reaching its decision to proceed with the Transactions, the Eaton board and Eaton’s senior management considered, among other things, (a) the expected strategic and operational benefits of separating the Mobility Business from Eaton’s other businesses; (b) the enhanced competitive position that would be created by combining the Mobility Business with Dana; (c) the expected accretion to Eaton’s organic growth and operating margins upon closing of the Transactions; (d) the results of the due diligence review of Dana’s business conducted by Eaton’s management and advisors; (e) the fact that Eaton shareholders would own 50.1% of SpinCo (on a fully diluted basis), as the combined company, following the Merger and would have the opportunity to participate in any increase in the value of SpinCo common stock following the effective time of the Merger; (f) the anticipated financial profile of the combined company; (g) the fact that three individuals designated by Eaton would become directors of SpinCo upon the effective time of the Merger; (h) the expectation that the Restructuring, the Distribution and the Merger generally would be tax-efficient for Eaton and its shareholders; (i) the potential synergies associated with the combination of Dana and the Mobility Business; and (j) the fact that certain members of the Eaton Group will receive the SpinCo Cash Payment and the other cash consideration in the Transactions, which may be used for purposes such as repayment of outstanding indebtedness, as well as a variety of negative factors and risks associated with the Transactions. See “The Transactions—Eaton’s Reasons for the Transactions.”

 

Q:	What is a Reverse Morris Trust transaction?

 

A:

The Transactions involve the use of a Reverse Morris Trust acquisition structure, which generally involves the distribution of the issued and outstanding common stock of a subsidiary (in this case, SpinCo) from its ultimate parent company (in this case, Eaton) to such parent company’s shareholders (in this case, of the issuance of SpinCo common stock to Eaton’s shareholders in the Distribution, which will be completed by an Exchange Offer and a potential Clean-Up Spin-Off), and, pursuant to the same plan, the subsequent merger or other combination of such subsidiary (here, SpinCo) with a third party (in this case, Dana through the Merger). The distribution of the subsidiary stock to the ultimate parent company shareholders is intended to qualify as a tax-free transaction under Section 355 of the Code. The subsequent merger of the third party with the distributed subsidiary is intended to qualify as a generally tax-free reorganization under Section 368 of the Code. Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the ultimate parent company group, the ultimate parent company’s shareholders and the acquired third party’s shareholders if the transaction structure meets all applicable requirements. Such requirements include that, in order for the distribution to qualify as tax-free to the ultimate parent company (though not a prerequisite for tax-free treatment to the parent company’s shareholders), the ultimate parent company shareholders own, for tax purposes, more than 50% of the stock of the combined entity immediately after the merger. Therefore, in order to meet all applicable requirements of the Code, Eaton shareholders must own, for U.S. federal income tax purposes, more than 50% of the SpinCo common stock outstanding immediately following the Merger.

 

16

Prior to the adjustments described below, the Merger Exchange Ratio is designed to result in the issued and outstanding shares of SpinCo common stock on a fully diluted basis, immediately following the Merger, being owned 50.1% by the pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders, in their capacity as such) and 49.9% by the pre-Merger holders of Dana common stock (in their capacity as such), in each case on a fully diluted basis. However, in order to preserve the tax-free nature of the Distribution for U.S. federal income tax purposes, the Merger Agreement generally provides that the aggregate number of SpinCo common stock to be issued to Eaton shareholders will be adjusted and increased if necessary to ensure that, immediately following the Closing, pre-Merger holders of SpinCo common stock own, for U.S. federal income tax purposes, at least 50.1% of the outstanding shares of SpinCo common stock. If such an increase is necessary, then the amount of the SpinCo Cash Payment distributed pursuant to the Separation Agreement may be decreased under certain circumstances; provided, however, that the SpinCo Cash Payment will not be decreased to the extent the true-up adjustment was caused solely by actions taken by Dana or any of its affiliates.

For information about the U.S. federal income tax considerations resulting from the Transactions to the Eaton shareholders, see “U.S. Federal Income Tax Considerations of the Distribution—The Distribution.” For information related to the risk that the Distribution could be taxable to Eaton or the Eaton shareholders, see “Risk Factors—Risks Relating to the Transactions—If the Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the Separation or the Mergers or as a result of subsequent acquisitions of shares of Eaton or SpinCo, then Eaton and/or Eaton shareholders that received shares of SpinCo common stock in the Distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, SpinCo could be obligated to indemnify the Additional Eaton Parties for taxes or certain tax-related losses arising from certain actions or failures to act by SpinCo, Dana or their respective affiliates.” For information on the Merger Exchange Ratio and adjustments related thereto, see “The Transaction Agreements—The Merger Agreement—Merger Consideration.”

 

Q:	What will I receive in the Transactions?

 

A:

In this Exchange Offer, Eaton will offer to Eaton shareholders the right to redeem all or a portion of their Eaton Ordinary Shares, in exchange for the issuance of shares of SpinCo common stock. In the event this Exchange Offer is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed and accepted by Eaton results in fewer than all of the shares of SpinCo common stock being exchanged, Eaton will cause SpinCo to issue in the Clean-Up Spin-Off the remaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after the consummation of this Exchange Offer. Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of SpinCo common stock held by Eaton will be canceled and extinguished. In the Merger, the shares of Dana common stock will be converted into the right to receive shares of SpinCo common stock. SpinCo stockholders will not be required to pay for the shares of SpinCo common stock distributed in the Clean-Up Spin-Off. Dana stockholders will not be required to pay for the shares of SpinCo common stock issued in the Merger. Dana stockholders will receive from the Merger Distribution Agent cash in lieu of any fractional shares of SpinCo common stock that such stockholders would have been entitled to receive (after aggregating all fractional shares that would otherwise have been issuable to such stockholder). The Merger Distribution Agent will aggregate all fractional shares that would otherwise be issuable to Dana stockholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Distribution Agent will make the net cash proceeds of such sales (after any tax withholding and reduced by any agent fees attributable to such sale) available, without interest, to Dana stockholders that would otherwise have been entitled to a fractional share of SpinCo common stock, on a pro rata basis based on such stockholders’ respective fractional interests.

 

17

Q:	What will Dana stockholders receive in the Merger?

 

A:

Dana stockholders will receive SpinCo common stock as consideration in the Merger. All shares of Dana common stock issued and outstanding immediately before the Merger (other than the Merger Excluded Shares) will be automatically converted into the right to receive an equal number of shares of SpinCo common stock. Following the Mergers, former Dana stockholders will own shares in SpinCo, which will own the combined businesses of the Mobility Business and Dana through Second Merger Sub, which will have become a wholly owned subsidiary of SpinCo. The Merger Exchange Ratio of one, subject to certain adjustments to reflect an applicable stock split, stock dividend or distribution, is designed to result in the issued and outstanding shares of SpinCo common stock on a fully diluted basis, immediately following the Merger, being owned 50.1% by the pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders, in their capacity as such) and 49.9% by the pre-Merger holders of Dana common stock (in their capacity as such). The fully diluted share count will include an estimate of the number of shares of Dana common stock issuable upon the future settlement of outstanding restricted stock unit and performance stock unit awards (whether or not vested). As of     , there were     shares of common stock of Dana underlying outstanding restricted stock unit and performance stock unit awards. As a result, former Dana stockholders’ percentage ownership in the combined company will be less than their current ownership interest in Dana. For more information, see “Risk Factors—Risks Relating to the Combined Company in Connection with the Transactions—Dana stockholders’ percentage ownership interest in SpinCo following the Merger will be less than their current ownership in Dana.”

 

Q:	What is the estimated total value of the Transactions?

 

A:

The aggregate value of the stock consideration to be received by Eaton shareholders with respect to the Mobility Business in the Transactions is estimated, as of     , to be approximately $     in value of SpinCo common stock (calculated based on the closing price on the NYSE of shares of Dana common stock as of     ) issuable to Eaton shareholders that participate in this Exchange Offer or receive shares of SpinCo common stock in a potential Clean-Up Spin-Off if the Exchange Offer is not fully subscribed. In addition, members of the Eaton Group (excluding Eaton) will receive the SpinCo Cash Payment from SpinCo. Based upon the reported closing price of $     per share of Dana common stock on the NYSE on      and assuming the issuance of approximately      shares of SpinCo common stock and no adjustments to the SpinCo Cash Payment, the total combined value of the SpinCo common stock to be issued and the cash expected to be received by Eaton shareholders and members of the Eaton Group (excluding Eaton) from SpinCo would be approximately $    . Because there is no public trading market for SpinCo common stock, this estimate assumes, solely for illustrative purposes, that a share of SpinCo common stock has the same value as a share of Dana common stock, reflecting (subject to certain adjustments to reflect an applicable stock split, stock dividend or distribution) that each share of Dana common stock will be converted in the Merger into the right to receive one share of SpinCo common stock. The actual value of the SpinCo common stock to be issued will not be known until the Closing Date and will depend on the market price of SpinCo common stock following completion of the Transactions, and the amount of the SpinCo Cash Payment will be determined based on adjustments thereto (if any), which could differ significantly from the price assumed above.

 

Q:	Will SpinCo make any payments to members of the Eaton Group in connection with the Separation?

 

A:

In connection with the Separation, SpinCo will make a cash payment, which we refer to as the SpinCo Cash Payment, to certain members of the Eaton Group (excluding Eaton) of approximately $1.1 billion (subject to a customary cash and indebtedness adjustment and the Distribution True-Up Adjustment, increased as a result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and reduced by the Royal Precision Purchase Price and the Specified Asset Purchase Price).

 

18

Q:	What are the U.S. federal income tax consequences to Eaton shareholders resulting from the Distribution?

 

A:

The obligation of Eaton to effect the Separation is conditioned upon Eaton’s receipt of an opinion from Eaton Tax Counsel, to the effect that, among other things, for U.S. federal income tax purposes: (a) the Distribution will qualify as a transaction in which the SpinCo common stock distributed to Eaton shareholders is treated as “qualified property” for purposes of Section 355(c) of the Code (and neither Section 355(d) nor Section 355(e) of the Code causes such SpinCo common stock to be treated as other than “qualified property” for such purposes); (b) Eaton will recognize no income, gain or loss on the Distribution solely by virtue of Section 355(c) of the Code; and (c) U.S. holders, as defined below, of Eaton Ordinary Shares will (i) recognize no income, gain or loss upon the receipt of SpinCo common stock in the Distribution (except with respect to cash in lieu of fractional SpinCo common stock, if any) under Section 355(a) of the Code, and (ii) recognize no gain or have any income inclusion under Section 367(b) of the Code and the Treasury Regulations promulgated thereunder.

The opinion to be provided by Eaton Tax Counsel will be based on, among other things, certain representations and assumptions as to factual matters and certain covenants made by Eaton, SpinCo and Dana. The failure of any factual representation, assumption or covenant to be true, correct and complete in all material respects could adversely affect the validity of the opinion of counsel. An opinion of counsel represents counsel’s best legal judgement, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect.

Accordingly, based on the various factual representations and assumptions, as well as certain undertakings, made by Eaton, SpinCo and Dana, Eaton expects that U.S. federal income tax purposes, no income, gain or loss will be recognized by U.S. holders of Eaton Ordinary Shares upon receipt of SpinCo common stock in the Distribution, except for any gain or loss recognized with respect to cash received in lieu of fractional shares of SpinCo common stock. To the extent the Distribution is effected through an Exchange Offer, the tax basis of SpinCo common stock, including any fractional shares, received in the Exchange Offer in the hands of a U.S. holder of Eaton Ordinary Shares who exchanges Eaton Ordinary Shares for SpinCo common stock in the Exchange Offer will be, immediately after the Exchange Offer, the same as the tax basis of the Eaton Ordinary Shares exchanged therefor, and each U.S. holder’s holding period in the SpinCo common stock received in the Exchange Offer will include the holding period of the Eaton Ordinary Shares exchanged therefor. To the extent the Distribution involves a Clean-Up Spin-Off, the aggregate tax basis of the Eaton Ordinary Shares (excluding any Eaton Ordinary Shares exchanged for SpinCo common stock in the Exchange Offer) and SpinCo common stock, including any fractional shares, issued in the Clean-Up Spin-Off, in the hands of each U.S. holder of Eaton Ordinary Shares immediately after the Distribution, will be the same as the aggregate tax basis of the Eaton Ordinary Shares held by such holder immediately before the Distribution (excluding any Eaton Ordinary Shares exchanged for SpinCo common stock in the Exchange Offer), allocated between such Eaton Ordinary Shares and SpinCo common stock in proportion to their relative fair market values immediately following such Clean-Up Spin-Off, and each U.S. holder’s holding period in the SpinCo common stock received in the Clean-Up Spin-Off will include the holding period of the Eaton Ordinary Shares with respect to which the SpinCo common stock was received. A U.S. holder that acquired different blocks of shares of Eaton Ordinary Shares at different times or at different prices should consult its tax advisors regarding the determination of its adjusted basis in, and its holding period of, shares of SpinCo common stock received in this Exchange Offer and/or the Clean-Up Spin-Off.

For more information, see the section entitled “U.S. Federal Income Tax Considerations of the Distribution.”

 

Q:	What are the material Irish tax consequences to Eaton shareholders resulting from the Distribution?

 

A:	The obligation of Eaton to effect the Transactions is conditioned upon Eaton’s receipt of an opinion from Eaton Tax Counsel, to the effect that, for Irish tax purposes and in connection with the Exchange Offer,

 

19

Eaton, SpinCo and holders of Eaton Ordinary Shares or SpinCo common stock (other than holders of Eaton Ordinary Shares or SpinCo common stock who are resident or ordinarily resident in Ireland or holders of Eaton Ordinary Shares that hold their shares in connection with a trade or business carried on by such holders in Ireland through a branch or agency) will not have any liability for Irish tax on chargeable gains, stamp duty or dividend withholding as a result of the Exchange Offer (such opinion, the “Irish Tax Opinion” and together with the Spin-Off Tax Opinion, the “Eaton Tax Opinions”). The material Irish tax consequences of the Transactions are described in more detail under “Material Irish Tax Consequences of the Distribution.”

 

Q:	Are there risks associated with the Transactions?

 

A:

Yes. SpinCo may not realize the expected benefits of the Transactions because of the risks and uncertainties discussed in the section entitled “Risk Factors” beginning on page 47 and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 84. These risks include, among others, risks relating to the uncertainty that the Transactions will close, the uncertainty that SpinCo will be able to integrate Dana successfully, uncertainties relating to the performance of SpinCo after the Transactions, and the uncertainty that the Distribution may be taxable to Eaton, certain of Eaton’s subsidiaries or the Eaton shareholders.

 

Q:	Who will serve on the board of the combined company following the completion of the Transactions?

 

A:

Following the completion of the Transactions, the board of directors of the combined company (the “Combined Company Board”) will consist of (a) all then-current directors of Dana as of the completion of the Transactions (the “Dana Nominees”), (b) one current executive officer of Eaton designated by Eaton prior to the Merger and (c) two current directors of Eaton designated by Eaton prior to the Merger (the individuals in clauses (b) and (c), collectively, the “Eaton Nominees”). The Dana Nominees are expected to include Diarmuid B. O’Connell, R. Bruce McDonald, Bridget E. Karlin, Nora E. LaFreniere, Michael J. Mack, Jr., Byron S. Foster, Ernesto M. Hernández and H. Olivia Nelligan. The Eaton Nominees are expected to include: Gerald Johnson, Heath Monesmith and an additional individual designated by Eaton as described herein. See “The Transactions—Board of Directors and Executive Officers of the Combined Company Following the Mergers; Operations Following the Mergers” for more detailed information.

 

Q:	Who will manage the business of the combined company after the completion of the Transactions?

 

A:

Following the Transactions, the combined company’s senior management team will include representatives from both Eaton and Dana to enable business and customer continuity and operational discipline. The combined company’s senior management team is expected to include Byron S. Foster as Chief Executive Officer, Timothy R. Kraus as Chief Financial Officer and Douglas H. Liedberg as Chief Legal Officer. Eaton’s Erin Rowse, Senior Vice President Human Resources, Industrial, is expected to serve as Chief Human Resources Officer. See “The Transactions—Board of Directors and Executive Officers of the Combined Company Following the Mergers; Operations Following the Mergers” for more detailed information.

 

Q:	What shareholder approvals are needed in connection with the Transactions?

 

A:

Dana cannot complete the Transactions unless the Merger Proposal (as defined herein) is approved by the affirmative vote of the holders of a majority of the outstanding shares of Dana common stock entitled to vote thereon as of the applicable record date. Approval of the Merger Agreement by the sole stockholder of Merger Sub was required and obtained shortly after the Merger Agreement was executed. Approval of the Merger Agreement and the Share Issuance by the sole stockholder of SpinCo was required and obtained shortly after the Merger Agreement was executed.

 

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Q:	Where will the SpinCo shares issued in connection with the Merger be listed?

 

A:	SpinCo common stock will be listed on the NYSE under “DAN” concurrently with the consummation of the Mergers.

 

Q:	What is the current relationship between SpinCo and Dana?

 

A:	SpinCo is currently a wholly owned subsidiary of Eaton and was formed as a Delaware corporation on April 20, 2026 to own and operate the Mobility Business. Other than in connection with the Transactions, there is no relationship between SpinCo and Dana.

 

Q:	When will the Transactions be completed?

 

A:	The Transactions, including the Mergers, are expected to be completed in the first four months of 2027, subject to receipt of Dana stockholder approval, receipt of required regulatory clearances and customary closing conditions.

 

Q:	Does Dana have to pay a termination fee to Eaton if the Merger Agreement is terminated by Dana?

 

A:	In specified circumstances, depending on the reasons for termination of the Merger Agreement, Dana may be required to pay Eaton a termination fee of $158,700,000.

For a discussion of the circumstances under which the termination fee is payable by Dana, see “The Transaction Agreements—The Merger Agreement—Termination Fee and Certain Expenses” beginning on page 212.

 

Q:	Does Eaton have to pay a termination fee to Dana or reimburse Dana’s expenses if the Merger Agreement is terminated by Eaton?

 

A:	No. See “The Transaction Agreements—The Merger Agreement—Termination.”

 

Q:	Is SpinCo required to have a certain amount of cash in connection with the Merger? Is there an adjustment based on the cash, indebtedness or working capital of SpinCo?

 

A:

There is no adjustment based on working capital of SpinCo. The Separation Agreement provides that Eaton will use reasonable best efforts to cause the SpinCo Group to hold certain amounts of cash in certain jurisdictions as of immediately prior to the Distribution. The Separation Agreement also provides for a post-closing adjustment to the SpinCo Cash Payment based on SpinCo’s actual cash and indebtedness. Specifically, the SpinCo Cash Payment is adjusted by reference to the SpinCo Cash Amount (as defined in the Separation Agreement) (subject to a cap at the Maximum Cash Amount (as defined in the Separation Agreement)) less SpinCo Indebtedness (as defined in the Separation Agreement), in each case as of immediately prior to the Distribution, measured against the estimated amounts used to calculate the payment at closing. Based on the final amounts relative to those estimates, SpinCo may be required to pay additional cash to Eaton, or Eaton may be required to pay cash to SpinCo. Any such adjustment will occur following the closing of the Merger and will not affect the number of shares of SpinCo common stock to be issued in the Merger.

 

Q:	Will Dana or SpinCo incur indebtedness in connection with the Transactions, and how will the Transactions impact the future liquidity and capital resources of the combined company?

 

A:

Yes. Concurrently with the execution of the Merger Agreement, SpinCo and Dana entered into the Bridge Commitment Letter, pursuant to which the Bridge Commitment Parties (as defined herein) committed to provide the Bridge Facility in an initial aggregate principal amount of up to $2.6 billion, subject to the terms

 

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and conditions of the Bridge Commitment Letter. Subsequently, SpinCo and Dana entered into the Engagement and Commitment Letter, pursuant to which certain financial institutions committed to provide the Term A Facility in an aggregate principal amount of up to $350 million, subject to the terms and conditions of the Engagement and Commitment Letter. The commitments under the Bridge Facility were reduced by $350 million simultaneously with the execution of the Engagement and Commitment Letter pursuant to the terms of the Bridge Commitment Letter. It is expected that, if necessary, the proceeds of the Bridge Facility, to the extent not reduced or replaced by any Additional Permanent Financing, will be available in up to two drawings: one to fund the SpinCo Cash Payment and one to complete the Dana Refinancing. To the extent any portion of the Bridge Facility is undrawn after the Dana Refinancing drawing or if the Merger has not been consummated within five business days of the Distribution Date, the commitments with respect to such undrawn portion will automatically terminate; provided that if the Merger has been consummated but the Dana Refinancing has not been consummated, the commitments with respect to the Dana Refinancing shall not automatically terminate until the date on which the Dana Refinancing is consummated, which date shall not exceed the earlier of (a) ninety days following the consummation of the Merger and (b) 11:59 p.m., New York City time, on the date that is fifteen months, plus five business days after June 10, 2026. SpinCo and Dana expect to incur Additional Permanent Financing. The Additional Permanent Financing would further reduce the commitments under the Bridge Facility. The aggregate proceeds of the Bridge Facility, the Term A Facility and any Additional Permanent Financing will be used by SpinCo and Dana to fund the SpinCo Cash Payment, consummate the Dana Refinancing, refinance or replace the Bridge Facility and/or pay fees and expenses related to the Transactions. See “Debt Financing Arrangements.”

SpinCo anticipates that, following the consummation of the Merger, its primary sources of liquidity for future cash requirements, including working capital, operating activities and any future acquisitions, will be (a) cash flows from operations, (b) cash and cash equivalents on hand and (c) borrowings from Dana’s existing revolving credit facility. SpinCo expects that overall liquidity and operating cash flow will be sufficient to meet its anticipated cash requirements for capital expenditures, including costs relating to the Transactions, working capital, debt obligations and other commitments during the next twelve months. However, SpinCo’s indebtedness following the Transactions could adversely affect SpinCo’s financial condition or liquidity. See “Risk Factors—Risks Relating to the Combined Company’s Business Following the Transactions.”

 

Q:	Can Dana, Eaton or SpinCo stockholders (or, in the case of Eaton, shareholders) demand appraisal of their shares?

 

A:	No. None of Eaton, SpinCo or Dana stockholders (or, in the case of Eaton, shareholders) have appraisal rights under Delaware law in connection with the Transactions.

 

Q:	Who can answer my questions about the Exchange Offer?

 

A:	If you have any questions about the Exchange Offer, please contact the information agent, Georgeson, located at 51 W 52nd, 6th Floor, New York, NY 10019 or at the telephone number 877-568-5145.

 

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RISK FACTORS

You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this prospectus and the exhibits hereto. In addition, you should consider the risks associated with Dana and its business included in Dana’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which are incorporated by reference in this prospectus, and the risks associated with the Mobility Business included in this prospectus, all of which are incorporated by reference in this prospectus. See “Where You Can Find Additional Information; Incorporation by Reference” for more information about the documents incorporated by reference in this prospectus. For a discussion of additional uncertainties associated with forward-looking statements in this prospectus, please see “Cautionary Statement Regarding Forward-Looking Statements.”

Any of the following risks could materially adversely affect the business, financial condition and results of operations of Dana, the Mobility Business or the combined company and the actual outcome of matters as to which forward-looking statements are made in this prospectus. In such case, the market price of SpinCo common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that SpinCo and the Mobility Business currently face or that the combined company will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect the business, financial condition and results of operations of SpinCo (including the Mobility Business) or the market price of SpinCo common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Relating to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the Transactions could adversely impact the market price of Dana common stock and Eaton Ordinary Shares, as well as their respective businesses and operating results.

The consummation of the Transactions is subject to certain conditions, as described in this prospectus, including: (a) the consummation of the Restructuring, the Distribution and related transactions having taken place in accordance with the Separation Agreement; (b) the effectiveness of SpinCo’s registration statements, including this registration statement on Form S-1/S-4 and the registration statement registering the shares of SpinCo common stock to be issued to Dana’s stockholders pursuant to the terms of the Merger Agreement; (c) the approval for listing on the NYSE of the shares of SpinCo common stock to be distributed pursuant to the Distribution and issued pursuant to the Merger; (d) the adoption of the Merger Agreement and approval of the Merger by the requisite vote of Dana’s stockholders; (e) the expiration or termination of any applicable waiting period under the HSR Act and obtaining all other requisite regulatory approvals; (f) receipt by Eaton of the Eaton Tax Opinions; (g) receipt by Dana of the Merger Tax Opinion; (h) the absence of any law (in any jurisdiction where any of Eaton, SpinCo or Dana conducts non de minimis operations or owns non de minimis amounts of assets) or order restraining, enjoining or otherwise prohibiting the consummation of the Restructuring, the Distribution or the Mergers; and (i) the accuracy of representations and warranties and compliance with covenants, subject to certain customary exceptions and qualifications. See “The Transaction Agreements—The Merger Agreement—Conditions to the Merger” and “The Transaction Agreements—The Separation Agreement—Conditions to the Distribution.” There is no assurance that these conditions will be met or that the Transactions will be completed on the terms or timeline currently contemplated, or at all.

If the Transactions are not completed for any reason, the price of Dana common stock and Eaton Ordinary Shares may decline. Dana and Eaton also could experience negative reactions from employees, customers, suppliers or other third parties if the Transactions are not completed. In addition, the resources and time of each company’s respective management teams may have been spent on matters related to the Transactions that could otherwise have been committed to pursuing other opportunities that may have been beneficial to Dana stockholders or Eaton shareholders.

 

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Dana and Eaton have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses related to the Transactions, including legal, advisory, printing and financial services fees related to the Transactions. Certain of these expenses must be paid regardless of whether the Transactions are consummated. Even if the Transactions are completed, any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the Transactions. If the Transactions are not consummated because the Merger Agreement is terminated, Dana may be required under certain circumstances to pay Eaton a termination fee of $158.7 million or may be required to reimburse Eaton for certain expenses. Eaton is not required to pay a termination fee under the Merger Agreement. See “The Transaction Agreements—The Merger Agreement—Termination Fee and Certain Expenses.”

SpinCo and Dana intend to obtain permanent debt financing to replace the bridge financing in connection with the Transactions, and there can be no assurance that such permanent financing will be available on acceptable terms or at all.

In connection with the Transactions, SpinCo and Dana intend to obtain debt financing to fund the SpinCo Cash Payment and the Dana Refinancing and pay fees and expenses related to the Transactions. SpinCo and Dana have entered into the Bridge Commitment Letter with the Bridge Commitment Parties, pursuant to which the Bridge Commitment Parties have committed to provide debt financing in the amounts set forth therein. The obligations of the Bridge Commitment Parties under the Bridge Commitment Letter are subject to the satisfaction or waiver of customary conditions. There can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the Bridge Commitment Parties.

In addition, SpinCo and Dana expect to reduce or replace commitments under the Bridge Commitment Letter by incurring permanent financing, which may include one or more term loan facilities and/or senior notes issuances. There can be no assurance as to whether or when such permanent financing will be consummated or the terms thereof. Furthermore, increased volatility and disruptions in the U.S. and global financial markets may make it more difficult for SpinCo and/or Dana to obtain financing or increase the cost of obtaining financing. If SpinCo and Dana are not able to obtain such permanent financing on commercially reasonable terms, or at all, it could materially adversely affect the combined company’s business, financial condition and results of operations even if the Transactions are ultimately completed.

Dana and the Mobility Business are required to abide by potentially significant restrictions under the Merger Agreement, which could limit their ability to undertake certain corporate actions that otherwise could be advantageous prior to the completion of the Transactions.

The Merger Agreement restricts Dana from taking specified actions without Eaton’s prior written consent until the Transactions are completed or the Merger Agreement is terminated, including making certain acquisitions or investments, incurring certain indebtedness entering into certain new, or modifying certain existing material contracts, divesting certain assets and making certain changes to employee compensation and benefit plans (in each case, with such carveouts and exceptions to the restrictions as set forth in the Merger Agreement). Similarly, Eaton is restricted from taking similar specified actions with respect to the Mobility Business without Dana’s prior written consent. These restrictions and others, which are more fully described in “The Merger Agreement—Conduct of Business Pending the Mergers,” could affect Dana’s or the Mobility Business’ ability to execute their business strategies and attain their financial and other goals and could impact the business, financial condition and results of operations of Dana or the Mobility Business.

The pendency of the Mergers could have an adverse effect on Dana’s stock price and the business, financial condition, results of operations or business prospects of Dana or the Mobility Business.

The announcement and pendency of the Mergers could disrupt Dana’s business and the Mobility Business in negative ways. For example, customers and other third-party business partners of Dana or the Mobility Business

 

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could seek to terminate or renegotiate their relationships with Dana or the Mobility Business as a result of the Mergers, whether pursuant to the terms of their existing agreements or otherwise. In addition, current and prospective employees of Dana and the Mobility Business may experience uncertainty regarding their future roles with the combined company, which might adversely affect Dana’s or SpinCo’s ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect Dana’s stock price or adversely affect the business, financial condition, results of operations or business prospects of Dana or the Mobility Business.

Dana and the Mobility Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Uncertainty about the effect of the Transactions on current Dana employees and/or employees of the Mobility Business may have an adverse effect on Dana and the Mobility Business. This uncertainty may impair Dana’s and the Mobility Business’ ability to attract, retain and motivate personnel. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with the combined company after the consummation of the Transactions. If large numbers of employees or a concentration of critical employees of Dana or the Mobility Business depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of the combined company after the Transactions, the combined company’s ability to realize the anticipated benefits of the Transactions could be materially adversely affected.

Dana and Eaton will incur significant costs related to the Transactions that could have a material adverse effect on their respective liquidity, cash flows and operating results.

Dana and Eaton expect to incur significant one-time costs in connection with the Transactions. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Dana and Eaton whether or not the Transactions are completed. A substantial majority of these one-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal and accounting and other professional advisors and transition and pre-Merger integration planning-related expenses. While Dana and Eaton expect to be able to fund these one-time costs using cash from operations and/or borrowings under existing and anticipated credit sources, these costs could negatively impact their respective liquidity, cash flows and results of operations.

Dana’s share repurchases prior to the Closing will result in an increase to the SpinCo Cash Payment payable to certain members of the Eaton Group (excluding Eaton), increasing the indebtedness of the combined company, and there can be no assurance that market conditions will allow Dana to complete its anticipated repurchases consistent with its current intentions or at all.

Under the Share Buyback Side Letter to account for Dana’s share repurchases prior to the Closing, the SpinCo Cash Payment will be increased by an amount equal to the aggregate purchase price paid by Dana for all shares of Dana common stock repurchased from July 27, 2026, through the date immediately preceding the Closing Date, multiplied by 100.4008016%. Based on Dana’s current expectations to repurchase approximately $300.0 million of Dana common stock prior to the Closing, such repurchases could result in approximately $301.2 million increase to the SpinCo Cash Payment payable to certain members of the Eaton Group (excluding Eaton), which will be funded through additional SpinCo Debt. This additional indebtedness could limit the combined company’s financial flexibility, reduce the funds available for operations, capital expenditures, acquisitions and other corporate purposes, and increase the combined company’s vulnerability to adverse economic and industry conditions. In addition, the actual number of shares repurchased and the aggregate cost thereof will depend on market conditions, including the prevailing market price of Dana common stock, and there can be no assurance that Dana will be able to complete its anticipated repurchases on terms consistent with its current expectations, or at all. To the extent Dana repurchases fewer or more shares than currently anticipated, or at prices that differ from current expectations, the aggregate SpinCo Cash Payment and the resulting indebtedness of the combined company will be correspondingly adjusted. The Dana Board and Dana

 

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management continue to evaluate, in consultation with their advisors, the possibility of additional share repurchases, including following the Closing, subject to applicable legal requirements and contractual limitations, including any restrictions in connection with the rules governing the intended tax-free treatment of the Separation.

The Transactions could discourage other companies from trying to acquire Dana before, or the combined company for a period of time following, completion of the Transactions.

Certain provisions in the Merger Agreement could discourage a third party from submitting an alternative transaction proposal prior to the completion of the Transactions. The Merger Agreement generally prohibits Dana from soliciting or engaging in discussions with respect to any Competing Proposal (as defined below) during the pendency of the Merger, and Dana must hold its stockholder meeting to vote on the Merger Proposal even if an unsolicited Competing Proposal is received that the Dana board determines is superior (unless, in such an event, Dana or Eaton exercise their right to terminate the Merger Agreement, which, in the case of Dana, must be concurrent with Dana’s entry into a definitive written agreement with respect to a superior Competing Proposal). In addition, the Merger Agreement obligates Dana to pay Eaton a termination fee of $158.7 million in certain circumstances involving alternative acquisition proposals, which could deter third parties from proposing alternative acquisition proposals, including proposals that could result in greater value to Dana stockholders than the Transactions, and the payment of the termination fee could adversely affect Dana’s financial condition. In addition, certain provisions of the Tax Matters Agreement, which are intended to preserve the intended tax treatment of certain aspects of the Separation and the Distribution for U.S. federal income tax purposes, could discourage acquisition proposals for a period of time following the Transactions. Because the combined company will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of the combined company could become more expensive. As a result, some companies might not seek to acquire the combined company.

If the Mergers are not completed by the Outside Date, Eaton or Dana may terminate the Merger Agreement.

Either Eaton or Dana may terminate the Merger Agreement if the Closing has not occurred on or prior to June 10, 2027 (subject to a three-month extension in connection with outstanding regulatory approvals or completion of the Distribution). Such termination right is not available to a party whose breach was the primary cause of the failure to close. If either party terminates the Merger Agreement, this could result in a material adverse impact on the results of operations of Dana or Eaton. See “The Transaction Agreements—The Merger Agreement—Termination.”

If the Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the Separation or the Mergers or as a result of subsequent acquisitions of shares of Eaton or SpinCo, then Eaton and/or Eaton shareholders that received shares of SpinCo common stock in the Distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, SpinCo could be obligated to indemnify the Additional Eaton Parties for taxes or certain tax-related losses arising from certain actions or failures to act by SpinCo, Dana or their respective affiliates.

The consummation of the Distribution is conditioned upon, among other things, the receipt by Eaton of the Spin-Off Tax Opinion. The Spin-Off Tax Opinion will be based on, among other things, current law and certain representations and assumptions as to factual matters made by Eaton, SpinCo and Dana. Any change in currently applicable law, which may be retroactive, or the failure of any representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached in the Spin-Off Tax Opinion. The Spin-Off Tax Opinion will represent the judgment of Eaton Tax Counsel and will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in such opinions.

In general, if the Distribution was determined not to qualify as a transaction described in Section 355 of the Code, for U.S. federal income tax purposes each U.S. holder (as defined in the section entitled “U.S. Federal

 

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Income Tax Considerations of the Distribution”) of Eaton Ordinary Shares who receives shares of SpinCo common stock in the Exchange Offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of SpinCo common stock received by such U.S. holder in the Exchange Offer and its tax basis in the Eaton Ordinary Shares exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the shares of SpinCo common stock received by the U.S. holder in the Exchange Offer. Further, if the Exchange Offer were not fully subscribed and Eaton undertook the Clean-Up Spin-Off, each U.S. holder who receives shares of SpinCo common stock in the Clean-Up Spin-Off would generally be treated as receiving a taxable distribution equal to the fair market value of the shares of SpinCo common stock received by the U.S. holder in the Clean-Up Spin-Off.

In addition, if the Distribution was determined not to qualify as a transaction described in Section 355 of the Code, for U.S. federal income tax purposes, Eaton generally would recognize taxable gain with respect to the transfer of shares of SpinCo common stock in the Distribution, which could result in significant tax to the Eaton Group.

Furthermore, even if the Distribution otherwise qualifies as a transaction described in Section 355 of the Code, the Distribution would nonetheless be taxable to Eaton (but not to U.S. holders of Eaton Ordinary Shares) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the shares of Eaton or SpinCo, directly or indirectly, as part of a plan or series of related transactions that includes the Distribution. For purposes of Section 355(e) of the Code, any acquisitions of Eaton Ordinary Shares or shares of SpinCo common stock, directly or indirectly, within the period beginning two years before the Distribution and ending two years after the Distribution are generally presumed to be part of such a plan, although Eaton may, depending on the facts and circumstances, be able to rebut that presumption. Further, for purposes of this test, the Mergers will be treated as part of a plan that includes the Distribution, but it is expected that the Mergers, standing alone, will not cause the Distribution to be taxable to Eaton under Section 355(e) of the Code because holders of shares of SpinCo common stock distributed to Eaton shareholders in the Distribution will own at least 50.1% of the outstanding common stock of SpinCo following the Mergers. However, if the IRS were to determine that other acquisitions of Eaton Ordinary Shares, either before or after the Distribution, or shares of SpinCo common stock, after the Distribution, were part of a plan or series of related transactions that included the Distribution, such determination could result in the recognition of a significant amount of taxable gain by Eaton (but not by Eaton shareholders) for U.S. federal income tax purposes under Section 355(e) of the Code. See “U.S. Federal Income Tax Considerations of the Distribution—Treatment of the Distribution.”

Under the Tax Matters Agreement, SpinCo may be obligated, in certain cases and subject to certain limitations, to indemnify the Additional Eaton Parties against taxes and certain tax-related losses in connection with the Transactions that arise as a result of certain actions or failures to act by SpinCo, Dana or their respective affiliates. Any such indemnification obligation likely would be substantial and likely would have a material adverse effect on SpinCo. For further discussion on the post-Distribution restrictions and indemnifications obligations applicable to SpinCo and Dana, see “Additional Agreements Related to the Separation and the Mergers—Tax Matters Agreement.”

Certain conditions to the completion of the Transactions may be waived.

The obligations of Eaton and Dana to complete the Distribution and the Mergers are subject to a number of conditions, certain of which may be waived, in whole or in part, to the extent permitted by applicable law and the terms of the Separation Agreement, the Merger Agreement and the Second Letter Agreement. Notably, Eaton’s obligation to complete the Distribution is conditioned on its receipt of the Eaton Tax Opinions and Dana’s receipt or waiver of the Merger Tax Opinion pursuant to the Merger Agreement and the Second Letter Agreement, Eaton’s obligation to complete the Mergers is conditioned on its receipt of the Eaton Tax Opinions, and Dana’s obligation to complete the Mergers is conditioned on its receipt of the Merger Tax Opinion. To complete the

 

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Distribution, Eaton may waive its receipt of the Eaton Tax Opinions and Dana’s receipt of the Merger Tax Opinion pursuant to the Merger Agreement, and to complete the Mergers, Eaton may waive its receipt of the Eaton Tax Opinions and Dana may waive its receipt of the Merger Tax Opinion, in each case, without the consent of the other party and proceed to close the Transactions on that basis.

If Eaton or Dana were to waive the conditions for receipt of the Eaton Tax Opinions or the Merger Tax Opinion, as applicable, or if any other closing condition were waived, and the Transactions were consummated on that basis, Dana stockholders or Eaton shareholders, as applicable, could be adversely affected, including as a result of the Restructuring, the Distribution or the Mergers being taxable, in whole or in part, to Eaton, certain Eaton subsidiaries, Eaton shareholders or Dana stockholders. Depending on the facts and circumstances giving rise to any such waiver, including the significance of the waived condition, Dana may be required under applicable law to recirculate this proxy statement/prospectus and resolicit the approval of Dana stockholders prior to completing the Mergers, which could delay or jeopardize completion of the Transactions. There can be no assurance that Eaton or Dana will not waive one or more conditions to the Transactions, or that any such waiver will not adversely affect Dana stockholders or Eaton shareholders.

Some of Dana’s directors and executive officers have interests in seeing the Transactions completed that may be different from, or in addition to, those of other Dana stockholders and Eaton shareholders.

You should be aware that certain of Dana’s directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of Dana’s stockholders and Eaton shareholders generally. These interests include, among others, the treatment of equity compensation awards held by Dana’s directors and executive officers in the Mergers, the right of certain individuals to continue as directors or officers of the combined company following the Mergers, potential severance and change-of-control benefits and the provision by the combined company of continued indemnification and directors’ and officers’ liability insurance for Dana’s and Eaton’s directors and officers. The members of the Dana board were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including the Mergers, and in recommending to Dana’s stockholders that they vote to adopt the Merger Agreement.

For a description and quantification of the benefits that Dana’s executive officers and directors may receive as a result of these interests, see “The Transactions—Interests of Dana’s Directors and Executive Officers in the Transactions.”

The calculation of the number of shares of SpinCo common stock to be issued in the Merger will not be adjusted if there is a change in the value of the Mobility Business or Dana before the Mergers are completed.

The number of shares of SpinCo common stock to be issued in the Merger will not be adjusted based on a change in the value of the Mobility Business or its assets or in the value of Dana prior to the closing of the Transactions. Dana stockholders will receive a fixed number of shares of SpinCo common stock equal to the Merger Exchange Ratio, subject to certain adjustments, pursuant to the Merger rather than a number of shares with a particular fixed market value. As a result, the actual value of the shares of SpinCo common stock to be received by Dana stockholders in the Merger will depend on the value of the shares of SpinCo common stock at the time of the closing of the Merger, and may be more or less than the current value of the Dana common stock.

The trading prices of Dana common stock may not be an appropriate proxy for the prices of SpinCo common stock.

The calculated per-share value for SpinCo common stock is based on the trading prices for Dana common stock, which may not be an appropriate proxy for the prices of SpinCo common stock. There currently is no trading market for SpinCo common stock. Eaton believes, however, that the trading prices for Dana common stock are an appropriate proxy for the trading prices of SpinCo common stock because immediately following the consummation of the Distribution, Merger Sub will be merged with and into Dana, whereby Dana will continue as the surviving corporation and a direct wholly owned subsidiary of SpinCo and, immediately following the Merger and as part of the same overall transaction, Dana will be merged with and into Second Merger Sub, whereupon the separate

 

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corporate existence of Dana will cease and Second Merger Sub will survive the Second Merger as a direct wholly owned subsidiary of SpinCo. In the Merger, each outstanding share of Dana common stock will be cancelled and retired and will cease to exist and the holders of shares of Dana common stock will receive the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio (together with cash in lieu of any fractional shares). Prior to the Distribution, Eaton will cause the total number of shares of SpinCo common stock outstanding immediately prior to the Distribution to be that number that results in the Merger Exchange Ratio equaling one. As a result, each share of Dana common stock will be converted into one share of SpinCo common stock in the Merger. There can be no assurance, however, that SpinCo common stock after the Mergers will trade on the same basis as Dana common stock trades prior to the Transactions. In addition, it is possible that the trading prices of Dana common stock prior to consummation of the Mergers will not fully reflect the anticipated value of SpinCo common stock after the Mergers. For example, trading prices of Dana common stock could reflect some uncertainty as to the timing or consummation of the Mergers or could reflect trading activity by investors seeking to profit from market arbitrage.

Dana stockholders will not be entitled to appraisal rights in connection with the Mergers.

Appraisal rights are statutory rights that, if applicable under law, enable shareholders or stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Dana stockholders are not entitled to appraisal rights in connection with the Mergers.

Stockholder litigation could prevent or delay the closing of the Transactions or otherwise negatively impact the business and operations of Dana, Eaton or the Mobility Business.

The parties may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Transactions. Such litigation could have an adverse effect on the business, financial condition and results of operations of Dana, Eaton or the Mobility Business and could prevent or delay the consummation of the Transactions.

Negative publicity related to the Transactions may adversely affect Dana, Eaton and the combined company.

From time to time, political and public sentiment in connection with the Transactions may result in a significant amount of adverse press coverage and other adverse public statements affecting Dana and Eaton prior to the consummation of the Transactions, and affecting the combined company following the consummation of the Transactions. Adverse press coverage and public statements, whether or not driven by political or popular sentiment, may also result in legal claims or in investigations by regulators, legislators and law enforcement officials. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceedings, can divert the time and effort of senior management from operating their businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings could be time-consuming and expensive and, regardless of the factual basis for the assertions being made, could have a negative impact on the reputation of Dana and Eaton prior to the consummation of the Transactions, and the reputation of the combined company following the consummation of the Transactions, on the morale and performance of their employees and on their relationships with regulators, suppliers and customers. It may also have a negative impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Dana’s and Eaton’s respective business, results of operations, financial condition or cash flows prior to the consummation of the Transactions, and on the combined company’s business, results of operations, financial condition or cash flows following the consummation of the Transactions.

Risks Relating to the Combined Company

Unless otherwise indicated or the context requires otherwise, references in this section to “we”, “our” or “us” refer to the combined company of the Mobility Business and Dana following the Transactions.

 

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Risks Relating to the Combined Company in Connection with the Transactions

If the Transactions are completed, we may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transactions.

We expect that, following consummation of the Transactions, we will realize synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Our success in realizing these benefits, and the timing of their realization, depends, among other things, on the successful integration of the business operations of the Mobility Business with Dana. Even if we are able to integrate the Mobility Business with Dana successfully, we cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the Mobility Business with Dana or in otherwise consummating the Transactions. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.

The integration of the Mobility Business with Dana following the Transactions, as well as any future acquisitions or strategic investments, may present significant challenges, and the failure to successfully integrate businesses could have a material adverse effect on our business, financial condition or results of operations.

Each of Dana and the Mobility Business have acquired businesses in the past, and we may complete additional acquisitions and investments in the future that complement or expand our businesses. The success of these transactions depends, in part, on our ability to successfully complete such transactions, integrate acquired businesses with our existing operations and develop satisfactory working arrangements with strategic partners. In particular, there is a significant degree of difficulty inherent in the process of integrating the Mobility Business with Dana following the Transactions. These difficulties include:

 

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the integration of the Mobility Business with Dana’s current businesses while carrying on the ongoing operations of all businesses;

 

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the risk of lost sales, customers or business opportunities as a result of customers of Dana or the Mobility Business deciding not to do business with the combined company;

 

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managing a significantly larger and more complex company than before the consummation of the Transactions, including aligning and executing the strategy of the combined company;

 

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integrating the business cultures, personnel and workforces of each of the Mobility Business and Dana, which could prove to be incompatible, while maintaining focus on providing consistent, high-quality products and services to customers;

 

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creating uniform standards, controls, procedures, policies, compensation structures and information systems and controlling the costs associated with such matters;

 

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the ability to ensure the effectiveness of internal control over financial reporting across the combined company;

 

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integrating certain manufacturing, logistics, information technology, communications, purchasing, accounting, finance, sales, billing, human resources, payroll and regulatory compliance systems;

 

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performance shortfalls as a result of the diversion of management and employee attention caused by integrating the operations of the Mobility Business with Dana’s operations;

 

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the risk that the term of any transition services arrangement is insufficient for the combined company to develop its infrastructure and other business functions or that the combined company is unable to sustain services at the same levels or obtain the same benefits available under such arrangements;

 

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the potential difficulty in retaining key officers and personnel of Dana and the Mobility Business and hiring replacements with adequate technical expertise; and

 

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potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Transactions.

The process of integrating operations could result in significant costs and cause an interruption of, or loss of momentum in, the activities of the Mobility Business, Dana’s business or any business we may acquire in the future. Members of our senior management may be required to devote considerable amounts of time to integration processes, which could decrease the time they will have to manage our business, serve the existing business or operations of Dana or the Mobility Business or develop new products or strategies. We could encounter unexpected difficulties in completing transactions and integrating acquired businesses with our existing operations, including diversion of management attention, difficulties in achieving anticipated cost savings or revenue enhancements, loss of key employees of the acquired business and assumption of unknown liabilities. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of integration, the existing business of Dana, the Mobility Business or any acquired business could be materially adversely affected.

The successful integration of the Mobility Business and Dana, as well as any businesses we may acquire in the future, cannot be assured. The failure to do so could have a material adverse effect on our business, financial condition or results of operations after the Transactions.

We may incur additional costs and charges as a result of restructuring activities related to our manufacturing operations and supply chain as well as in order to streamline ancillary business functions that are intended to reduce ongoing costs, and those restructuring activities also may be disruptive to the combined company’s business and may not result in anticipated cost savings.

We expect to undertake various measures with regard to our manufacturing operations and supply chain, including, without limitation, site rationalization, plant floor automation, procurement savings and freight optimization. We also expect to streamline ancillary business functions, which may include commercial infrastructure, service and technology functions, inside sales, sales operations, digital infrastructure and central service oversight. We expect to incur additional costs and restructuring charges in connection with the measures described above as well as other cost reduction measures that could adversely affect our future earnings and cash flows. Furthermore, such actions may be disruptive to our business. Any prolonged disruption to the operations of the combined company could adversely impact our business, financial condition and results of operations. In addition, we may not realize the cost savings that we expect to realize as a result of such actions. These activities require substantial management time and attention and may divert management from other important work or result in a failure to meet operational targets. Moreover, we could encounter changes to, or delays in executing, any restructuring plans, any of which could cause disruption and additional unanticipated expense.

We will be responsible for all SpinCo Liabilities following the completion of the Transactions, and the SpinCo Assets are being conveyed to us on an “as is,” “where is” and “with all faults” basis.

As described in “The Transaction Agreements—The Separation Agreement,” in connection with the Separation, we will generally assume and be responsible for any liabilities that arise relating to the ownership, operations or conduct of the Mobility Business following the Distribution. The Separation Agreement also provides that the SpinCo Assets are being conveyed to us on an “as is,” “where is,” “with all faults” basis. Although Eaton is subject to certain indemnification obligations in our favor under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by Eaton of any provision of the Separation Agreement, liabilities related to Eaton’s retained businesses and specified liabilities of the Mobility Business arising prior to the Distribution. See “The Separation Agreement” for a description of the liabilities that SpinCo is assuming in the Transactions.

 

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In addition, although the Merger Agreement contains certain representations and warranties about the Mobility Business, the representations and warranties were made only as of the times set forth therein and will not survive the effective time of the Merger. Accordingly, we will have no remedies against Eaton with respect to any breach of Eaton’s or SpinCo’s representations in the Merger Agreement after the effective time of the Merger, except for certain rights under applicable law to bring a claim for intentional fraud with respect to any representation or warranty made in the Merger Agreement. While we expect to enter into a representations and warranties insurance policy in connection with the closing of the Transactions, that policy is subject to an aggregate recovery cap and further subject to certain exclusions and a deductible, such that we may not fully recover under the policy for losses resulting from a breach of Eaton’s or SpinCo’s representations in the Merger Agreement.

As such, notwithstanding whether any SpinCo liability or any issue with a SpinCo asset is related to a breach of a representation or warranty in the Merger Agreement, we will bear full responsibility (vis a vis Eaton) for any and all SpinCo liabilities and any liabilities, contingencies or other losses with respect to SpinCo assets following the completion of the Transactions. To the extent any SpinCo liabilities are larger than anticipated, or any liability, contingency or loss with respect to a SpinCo asset prohibits the Mobility Business from operating as planned, they could have a material adverse impact on our business, financial condition and results of operations.

Although Eaton has agreed to retain, and certain of its subsidiaries have agreed to indemnify us for, asbestos-related liabilities, we could still be subject to liability for these matters, and that indemnity may not fully protect us.

Under the Separation Agreement, liabilities arising out of the manufacture, distribution, handling, use or sale of asbestos or asbestos-containing products, or related exposure, prior to the Distribution (including at facilities currently or formerly owned, operated or used by Eaton or SpinCo) are retained by Eaton and will not be assumed by us. The Additional Eaton Parties (referred to in the Separation Agreement as the “Eaton Indemnitors”) have agreed to indemnify us, on an uncapped basis, for these retained liabilities. Notwithstanding this contractual allocation and indemnity:

 

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asbestos-related claims typically involve long latency periods between exposure and the manifestation of disease, and we expect that additional claims relating to conduct or exposure occurring prior to the Distribution may continue to be asserted for years or decades after the Distribution;

 

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plaintiffs may name us or our subsidiaries as defendants in asbestos-related litigation notwithstanding that the Separation Agreement allocates the related liability to Eaton, including under theories of successor or joint liability, and, if named, we would need to seek indemnification from the Eaton Indemnitors, which may involve significant expense, delay, and the risk of disputes over whether a particular claim falls within the scope of the retained-liability schedules to the Separation Agreement; and

 

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our indemnification right for these matters runs only against the Eaton Indemnitors, and not against Eaton or other members of the Eaton Group; if the Eaton Indemnitors are unwilling or unable to satisfy their indemnification obligations (whether because of financial distress, insolvency, a coverage or scope dispute, or otherwise) we would bear the resulting losses, subject only to our right to pursue the Eaton Indemnitors for breach.

If we become subject to material asbestos-related liabilities that we are unable to recover in full and on a timely basis from the Eaton Indemnitors, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In addition, the Additional Eaton Parties’ failure to perform their indemnification obligations under the Separation Agreement may have material adverse effects on our business and financial condition, results of operations and cash flows, including by requiring us to recognize significant long-term liabilities on our combined balance sheet and/or expend cash to satisfy indemnifiable liabilities. The amount of these liabilities will be dependent on factors outside of our control, including Eaton’s direction of

 

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claims underlying the indemnifiable liabilities. The indemnification from the Additional Eaton Parties may not be sufficient to fully protect us from all the underlying asbestos-related liabilities or other adverse impacts related thereto, which could have a significant negative impact on the calculation of key financial ratios and other metrics that are important to investors, rating agencies and security analysts in evaluating our creditworthiness and the value of our securities. Accordingly, our access to capital to fund our operations may be materially adversely affected and the value of your investment in our company may decline.

Following consummation of the Transactions, SpinCo and Dana will each be required to abide by potentially significant restrictions that could limit the combined company’s ability to undertake certain corporate actions (such as the issuance and/or repurchase of SpinCo common stock or the undertaking of certain business combinations) that otherwise could be advantageous.

The Tax Matters Agreement will impose certain restrictions on the combined company during the two-year period following the Distribution, subject to certain exceptions, with respect to actions that could cause the Separation to fail to qualify for its intended tax treatment. As a result of these restrictions, the combined company’s ability to engage in certain transactions, such as the issuance, repurchase, or purchase of stock or certain business combinations, may be limited. SpinCo or Dana may be permitted to engage in certain actions otherwise restricted under the Tax Matters Agreement if, prior to taking any such actions, SpinCo or Dana receive a favorable private letter ruling from the IRS or other applicable tax authority or an unqualified will-level tax opinion, in each case, in form and substance satisfactory to Eaton in its discretion, unless Eaton waives such requirement.

If the Separation became taxable, Eaton or certain Eaton subsidiaries would be expected to recognize a substantial amount of gain, which would result in a material amount of taxes. If SpinCo or Dana take or omit to take any actions enumerated in the Tax Matters Agreement, or if certain events relating to SpinCo occur that would cause the Separation to become taxable, the party whose actions or omissions (or event relating to) caused the Separation to become taxable generally will be required to bear the cost of any resulting tax liability of the Eaton Group (but not its shareholders). Such taxes would be expected to be material to the combined company, and could cause its business, financial condition and operating results to suffer. These restrictions may reduce the combined company’s ability to engage in certain business transactions that otherwise might be advantageous to it, which could adversely affect the combined company’s business, results of operations, or financial condition. For further details relating to SpinCo’s and Dana’s indemnification obligations and restrictions on the combined company, see “Additional Agreements Related to the Separation and the Mergers—Tax Matters Agreement.”

We may be negatively impacted if we are unable to provide benefits and services, or access to equivalent financial strength and resources, to the Mobility Business that historically have been provided by Eaton.

The Mobility Business has historically received benefits and services from Eaton and has benefited from Eaton’s financial strength, purchasing power and extensive network of service offerings and broader business relationships. After the Transactions, the Mobility Business will become part of the combined company, and the Mobility Business will no longer benefit from Eaton’s services or financial strength or have access to Eaton’s purchasing leverage, business relationships or contract terms outside of the Mobility Business. While Eaton has agreed to provide certain transition services to SpinCo for a period of time following the consummation of the Transactions, it cannot be assured that we will be able to adequately or timely replace or provide resources formerly provided by Eaton, or replace them at the same or lower cost. If we are not able to replace the resources provided by Eaton or are unable to replace them without incurring significant additional costs or is delayed in replacing the resources provided by Eaton, our results of operations may be negatively impacted.

Certain contracts, arrangements or rights used in the Mobility Business may require third-party consents, replacement arrangements or renegotiation in connection with the Separation or the Transactions, and there can be no assurance that such consents will be obtained or that any replacement or renegotiated arrangements will be available on terms as favorable as those historically available to Eaton or the Mobility Business. Any inability to

 

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obtain required consents or replacement arrangements, or any material worsening of contract terms, could increase costs, reduce revenues or otherwise adversely affect our business, financial condition and results of operations.

The historical financial information of SpinCo may not be representative of its results if it had been operated as a standalone business or as part of the combined company, and as a result, may not be a reliable indicator of our future results.

The Mobility Business is currently operated through various subsidiaries of Eaton, many of which also operate other businesses of Eaton and will not be transferred to SpinCo in connection with the Transactions. Consequently, the financial information of SpinCo included in this prospectus has been derived from the consolidated financial statements and accounting records of Eaton and reflects assumptions and allocations made by Eaton. The financial position, results of operations and cash flows of SpinCo presented may be materially different from those that would have resulted if the Mobility Business had been operated as a standalone company or by a company other than Eaton. For example, in preparing the financial statements of SpinCo, Eaton made an allocation of Eaton costs and expenses that are attributable to the Mobility Business. However, these costs and expenses reflect the costs and expenses attributable to the Mobility Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Mobility Business had it been operated as part of an organization of the nature, size and scale of the combined company, and thus may not reflect costs and expenses that would have been incurred had the Mobility Business been operated as a part of the combined company. As a result, the historical financial information of the Mobility Business may not be a reliable indicator of the future results of the Mobility Business as a part of the combined company, or the results the Mobility Business would have historically achieved for the periods indicated therein as a standalone business.

The unaudited pro forma condensed combined financial statements included in this prospectus are based in part on certain assumptions regarding the Transactions and may not be indicative of our future operating performance.

The unaudited pro forma condensed combined financial statements presented in this prospectus combine the separate historical financial statements of SpinCo and Dana that are included or incorporated by reference in this prospectus, respectively, and are not necessarily indicative of what our financial position or results of operations would have been had the Mergers occurred as of the date or for the periods presented. The unaudited pro forma condensed combined financial statements also do not indicate what our financial position or results of operations will be in the future.

We expect to account for the Mergers as an acquisition by Dana of SpinCo, with Dana being the accounting acquirer. Following the effective date of the Mergers, we expect to complete the purchase price allocation for the acquisition of SpinCo after determining the fair value of SpinCo’s assets and liabilities. The final purchase price allocation may be different from the preliminary one reflected in the unaudited pro forma purchase price allocation presented in this prospectus, and this difference may be material.

In connection with the purchase price allocation, our management will make significant accounting judgments and estimates in connection with the application of acquisition accounting under U.S. GAAP and the underlying valuation models. Our business, financial condition and results of operations could be materially adversely impacted in future periods if our management’s accounting judgments and estimates related to these models prove to be inaccurate.

The unaudited pro forma condensed combined financial statements do not reflect the costs of any integration activities or incremental capital expenditures that Dana management believes are necessary to realize the anticipated synergies from the Transactions. Accordingly, the unaudited pro forma condensed combined financial statements included in this prospectus do not reflect what our results of operations or operating

 

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condition would have been had SpinCo and Dana been a consolidated entity during all periods presented, or what our results of operations and financial condition will be in the future.

We may be required to recognize impairment charges for goodwill and other intangible assets.

The Transactions will add substantial goodwill and other intangible assets to our consolidated balance sheet. In accordance with U.S. GAAP, management will periodically assess these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate the Mobility Business with Dana’s business, unexpected significant changes or planned changes in use of the assets, divestitures and market capitalization declines may result in the required impairment of goodwill and other intangible assets. Any charges relating to such impairments would adversely affect results of operations in the periods recognized.

We expect to incur a substantial amount of indebtedness in connection with the Transactions, which could adversely affect our operational flexibility, liquidity and borrowing costs.

In connection with the Transactions, we expect to incur a substantial amount of indebtedness to fund the SpinCo Cash Payment, consummate the Dana Refinancing and pay fees and expenses related to the Transactions. The final terms and cost of such indebtedness remain uncertain and will depend on market conditions and financing arrangements at or around the time of the Closing. Our ability to make required payments of principal and interest on our indebtedness will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive and other factors beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available under our credit facilities, in an amount sufficient to enable us to service our indebtedness or fund our other liquidity needs.

In addition, our credit facilities and other debt agreements will contain financial and/or restrictive covenants that could limit our ability to, among other things, incur additional indebtedness, make investments, pursue acquisitions, return capital to stockholders, dispose of assets or take other actions that we otherwise may believe are beneficial to our business. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of indebtedness or otherwise materially adversely affect our business, financial condition, results of operations and debt service capability.

Our substantial indebtedness following the consummation of the Transactions, together with external factors beyond our control, including conditions in the credit and capital markets and changes in interest rates, may also reduce our flexibility to respond to changing business and economic conditions, lower our credit ratings, increase our borrowing costs, restrict our access to capital, impair our ability to refinance indebtedness on acceptable terms, require us to reduce or delay investments, strategic acquisitions, capital expenditures or other uses of capital or seek additional capital to refinance our indebtedness. Any of the foregoing could materially adversely affect our business, financial condition, results of operations and cash flows.

There is currently no public market for SpinCo common stock, and SpinCo cannot be certain that an active trading market will develop or be sustained after the Distribution and the Mergers. Following the Distribution and the Mergers, the market price of SpinCo common stock may fluctuate significantly.

Although Dana common stock currently trades on the NYSE, there is currently no public market for SpinCo common stock. SpinCo expects that SpinCo common stock will be listed on the NYSE under the ticker symbol “DAN” following completion of the Transactions. However, SpinCo cannot predict the extent to which investor interest will lead to the development of an active trading market for SpinCo common stock or how liquid that market may become. If an active trading market does not develop or is not sustained, holders of SpinCo common stock may have difficulty selling their shares, and the market price of SpinCo common stock may be adversely affected.

 

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The market price of SpinCo common stock after the Distribution and the Mergers may fluctuate significantly as a result of many factors, some of which are beyond SpinCo’s control. These factors may include, among others, the combined company’s actual or anticipated operating results; the combined company’s ability to realize the anticipated benefits of the Transactions, including anticipated synergies; changes in earnings estimates or recommendations by securities analysts; changes in market valuations of companies in the industries in which the combined company will operate; developments affecting Dana, the Mobility Business or their respective customers, suppliers or competitors; general economic, industry and market conditions; and sales or expected sales of SpinCo common stock by stockholders following the Transactions.

In addition, the market price of SpinCo common stock following completion of the Transactions may be affected by factors different from those affecting the market price of Dana common stock before the Mergers. Following the Transactions, holders of SpinCo common stock will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities than Dana or the Mobility Business had prior to the Transactions. Accordingly, the historical trading price of Dana common stock may not be indicative of the market price of SpinCo common stock following completion of the Transactions.

Substantial sales of SpinCo common stock may occur in connection with or following the Distribution and the Mergers, which could cause the market price of SpinCo common stock to decline.

The shares of SpinCo common stock issued to Eaton shareholders in the Distribution and issued to Dana stockholders in the Merger generally will be eligible for immediate resale. Some former Eaton shareholders or former Dana stockholders may not wish to continue to hold shares of SpinCo common stock following the Transactions. For example, certain Eaton shareholders may sell shares of SpinCo common stock because the combined company’s business profile, market capitalization, dividend policy or other characteristics do not fit their investment objectives or because SpinCo is not included in the index in which they invest. Similarly, certain former Dana stockholders may sell shares of SpinCo common stock because they do not wish to invest in the combined company following the Transactions.

Sales of a substantial number of shares of SpinCo common stock in the public market following completion of the Transactions, or the perception that such sales may occur, could cause the market price of SpinCo common stock to decline. SpinCo cannot predict whether, when or in what amounts holders of shares of SpinCo common stock may sell their shares following the Transactions.

Dana stockholders’ percentage ownership interest in SpinCo following the Merger will be less than their current ownership in Dana.

Based on the Merger Exchange Ratio, which is subject to adjustment under limited circumstances as provided in the Merger Agreement, immediately following the Merger, former Dana stockholders will own, in the aggregate, 49.9% of the issued and outstanding shares of SpinCo common stock, and former Eaton shareholders will own 50.1% of the issued and outstanding shares of SpinCo common stock, in each case, on a fully diluted basis. See “The Transaction Agreements—The Merger Agreement—Merger Consideration.” Consequently, former Dana stockholders, as a group, will have less ability to exercise influence over the management and policies of the combined company following the Merger than they currently have over Dana.

Risks Relating to the Combined Company’s Business

Our financial performance is directly affected by global vehicle production volumes and demand in the passenger and commercial vehicle markets we serve, which are cyclical and influenced by macroeconomic, industry and customer-specific factors beyond our control.

Our net sales are primarily derived from the sale of drivetrain, powertrain, sealing and thermal management, engine, electrical and electronic components and systems that create, manage and deliver mechanical and

 

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electrical power across vehicles to OEMs, including Tier 1 system integrators, and to participants in the aftermarket channels, including distributors, independent retailers and others, for use in passenger vehicles, commercial vehicles and specialty applications. Our product portfolio includes axles, driveshafts, transmissions, clutches, differentials, engine components, high-voltage connectors, power distribution units, sealing solutions, thermal management products, motors, inverters, controllers and related electrification systems. As a result, our sales volumes are closely tied to OEM production schedules and overall vehicle build rates in the markets we serve. We generally do not control vehicle production volumes, platform continuation decisions or end-customer demand, and we typically do not have guaranteed minimum purchase commitments from our customers.

The passenger and commercial vehicle industries are cyclical and have historically experienced significant fluctuations in production volumes and demand. Vehicle production levels are influenced by numerous factors, including general economic conditions, industrial output, freight volumes, fleet utilization rates, consumer confidence, interest rates, access to financing, fuel prices, regulatory developments, emissions standards, infrastructure investment and geopolitical conditions. A slowdown in global or regional economic activity, reduced industrial production or declines in freight and logistics activity may lead OEMs to reduce build schedules, delay new program launches or discontinue platforms, which would directly reduce demand for our products. It could also cause our customers and suppliers to experience severe financial distress, including bankruptcy.

Demand in commercial vehicle markets, in particular, is closely correlated with freight demand, underlying economic activity, including construction spending, infrastructure investment and industrial production and fleet replacement cycles. Periods of economic uncertainty or contraction often result in order cancellations, delayed fleet purchases and reduced vehicle production. In addition, OEMs and their dealers may undertake inventory corrections or destocking actions in response to weaker end-market demand or excess channel inventory, which can result in abrupt reductions in production volumes and corresponding decreases in our sales.

Our manufacturing operations involve significant fixed costs, and reductions in production volumes may adversely affect our margins due to underutilization of capacity. Because our products are typically integrated into specific vehicle platforms and production programs, a reduction in production volumes for those platforms may have a disproportionate impact on our net sales. Lower production volumes may also reduce our ability to recover fixed manufacturing costs, leading to lower capacity utilization, margin compression and, in certain circumstances, restructuring charges, asset impairments or workforce adjustments. If declines in vehicle production volumes are sustained or more severe than anticipated, our financial condition, results of operations and cash flows could be materially adversely affected.

A significant portion of our net sales is derived from large OEM customers, and the loss of, or a substantial reduction in business from, any of these customers could materially adversely affect our financial condition, results of operations and cash flows.

Our business is characterized by a concentrated customer base typical of the global passenger and commercial vehicle industries. Approximately 77% of the Mobility Business’ net sales for the year ended December 31, 2025 were derived from OEM customers, with the remainder having been derived from aftermarket customers. Sales to the Mobility Business’ five largest customers collectively accounted for approximately 34% of the Mobility Business’ net sales for the year ended December 31, 2025. Sales to Dana’s ten largest customers accounted for 76% of Dana’s net sales for the year ended December 31, 2025.

Our relationships with OEM customers are typically governed by supply agreements and purchase orders tied to specific vehicle platforms and production schedules. These arrangements generally do not guarantee minimum purchase volumes. Subject to the applicable contractual provisions, OEM customers typically retain the ability to adjust production volumes, delay vehicle launches, shift sourcing among suppliers, insource certain components or reduce, modify or terminate orders and programs on limited notice. As a result, a significant OEM customer may reduce or discontinue its purchases with little advance warning, which could adversely affect our net sales and profitability.

 

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The loss of business from a significant OEM customer could occur for a variety of reasons, including the failure to win a new platform award, the resourcing of existing programs to a competitor, adverse performance or quality issues, the introduction of alternative technologies, a strategic shift by the customer toward greater vertical integration, reduction in realized market consumption of a particular platform as compared to forecasted volumes or the customer’s financial distress. Because our products are often engineered into specific platforms, the loss of a platform award can result in a multi-year reduction in net sales until replacement business is secured, if at all.

The concentrated customer base typical of the global passenger and commercial vehicle industries also increases our exposure to commercial pressure. Large OEM customers typically seek annual price reductions and productivity commitments over the life of a vehicle program. Where our net sales are concentrated among a small number of customers, our negotiating leverage may be limited, particularly in competitive bidding environments. If we are unable to offset customer-mandated price reductions with cost savings or operational efficiencies, our margins may decline. Conversely, refusal to agree to requested commercial concessions may result in the loss of existing or future business.

In addition, OEM customers frequently seek to allocate warranty, recall and other field-related costs to suppliers. A significant quality issue affecting a concentrated customer account could therefore have a disproportionate impact on our financial results. The loss of, or a significant decline in sales to, any of our major OEM customers could materially adversely affect our financial condition, results of operations and cash flows.

Our business depends on winning and successfully executing platform awards and program nominations, and our failure to win or maintain such awards could materially adversely affect our future net sales and profitability.

In the passenger and commercial vehicle industries, suppliers typically compete for business through OEM nomination processes tied to specific vehicle platforms and production programs. These awards are often made several years prior to production and require suppliers to commit substantial engineering, validation, tooling and capital resources in advance of realizing net sales. Our ability to sustain and grow our net sales depends on successfully securing new platform awards, maintaining incumbent positions on existing platforms and expanding our content per vehicle where possible. Net sales associated with awarded programs is typically concentrated within specific vehicle platforms, and the loss of a significant platform award or lower-than-expected production volumes on a major platform could materially impact our results of operations.

Platform awards are competitive and are based on multiple criteria, including product performance, technological capability, cost, manufacturing footprint, global service support and the supplier’s financial stability. Even where we have historically supplied a particular OEM or platform, there is no assurance that we will retain that business in subsequent model cycles. OEMs regularly rebid programs to improve cost competitiveness, introduce new technology or rationalize their supplier base.

The economics of a platform award depend on achieving anticipated production volumes over the life of the program. If actual volumes are materially lower than forecasted due to market conditions, competitive dynamics or regulatory changes, we may not recover the full amount of our up-front investments, such as in engineering, custom-ordered and long-lead time components, and capital investments. In certain cases, we may have limited ability to redeploy dedicated tooling, supplies, or equipment to alternative programs, which could result in asset impairments or underutilized capacity and/or margin compression.

Our products are integrated into specific vehicle platforms and production programs. OEM customers retain discretion to modify, delay, curtail or discontinue vehicle platforms for a variety of reasons, including shifts in consumer demand, regulatory changes, supply chain constraints, cost considerations, strategic reprioritization or performance issues. Such actions may be induced by changes in end-market demand, including cyclical declines in passenger or commercial vehicle production. If an OEM reduces production volumes, accelerates a platform’s

 

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phase-out, eliminates certain configurations, redesigns a vehicle architecture in a way that reduces our content per vehicle or cancels a program, our expected net sales from that platform could be materially reduced or eliminated. In certain programs, we may incur tooling expenditures in advance of production launch or rely on customer reimbursement arrangements, and delays, disputes or modifications to production schedules may affect the timing or recoverability of such tooling costs.

Our net sales per vehicle depend not only on overall vehicle production volumes and our ability to win program awards, but also on the level of content we supply for each vehicle platform. OEM customers may redesign vehicle architectures, simplify drivetrain systems, vertically integrate certain components, adopt alternative propulsion technologies or standardize systems across platforms in ways that reduce our content per vehicle. Even if we retain a program award or overall vehicle production volumes remain stable, reductions in the number or value of components we supply per vehicle could adversely affect our net sales, margins and growth prospects. Our ability to grow net sales and expand margins depends in part on increasing or maintaining content per vehicle across key platforms, and reductions in content opportunities could materially adversely affect our financial condition, results of operations and cash flows.

Platform transitions also present execution risks. New product launches may require rapid ramp-up of manufacturing operations, validation of new processes and coordination with OEM production schedules. Delays, quality issues or supply chain disruptions during launch phases can result in penalties, expedited freight costs, reputational harm and strained customer relationships. A failure to execute new platform launches effectively could impair our ability to win future business and materially adversely affect our financial condition, results of operations and cash flows.

In addition, while we seek to negotiate the best possible terms, in some commercial arrangements, we have negotiated exclusivity, preferred vendor and non-competition agreements that are favorable to us while in other instances, counterparties to some of our commercial arrangements have imposed, and may in the future impose, such provisions upon us, including most-favored-customer price protection. Certain commercial arrangements may restrict our ability to sell our products on terms favorable to us, in certain geographies or at all, which could materially adversely affect our net sales and our ability to grow our business.

A significant portion of our net sales and earnings is derived from our aftermarket business, and competitive, structural and technological developments affecting the aftermarket, or our failure to execute our aftermarket growth strategy, could materially adversely affect our business and results of operations.

The aftermarket business represents, and will continue to represent, a meaningful portion of net sales and is expected to continue to contribute significantly to our margins, and our strategy contemplates meaningful expansion of aftermarket revenue over time. Demand for aftermarket parts and services depends on factors that are outside of our control, including the size, age, mix and utilization of the installed base of vehicles using our components, vehicle maintenance and replacement cycles, the durability and longevity of our products as experienced in actual use by vehicle owners, and general economic conditions affecting fleet operators and vehicle owners. In addition, over the longer term, the increasing penetration of electrified vehicles, which generally contain fewer wear-prone mechanical components than internal combustion vehicles, may reduce demand for certain of our traditional aftermarket products. A reduction in the installed base, improvements in product durability, deferral of maintenance, or other changes in these factors could reduce aftermarket demand.

The aftermarket is competitive and fragmented. We compete not only with OEMs and other original component suppliers but also with independent manufacturers and distributors of will-fit, all-makes and competitive replacement parts, many of which may offer products at lower prices. Our aftermarket growth strategy involves several concurrent initiatives, including broadening our product coverage through all-makes offerings. Any such initiatives to increase our aftermarket business will likely require us to develop new customer and distributor relationships and to invest in new physical and digital infrastructure, all of which involve execution risk and upfront costs that may not generate anticipated returns. Our aftermarket expansion

 

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initiatives may not achieve customer acceptance, and we may face challenges differentiating our offerings from established competitors. If our aftermarket expansion initiatives do not achieve anticipated results, or if competitive, structural, or technological developments erode the value of our aftermarket platform, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

We are subject to ongoing pricing pressure and annual productivity requirements from OEM customers, which may reduce our net sales and our margins and adversely affect our profitability.

OEM customers operate in highly competitive markets and seek to reduce vehicle production costs on an ongoing basis. As a result, it is customary for suppliers to agree to annual price reductions, productivity targets or other commercial concessions over the life of a vehicle program. These requirements may be formalized in supply agreements, contained in standard OEM terms and supplier requirements, or may arise through periodic negotiations.

Any price reductions will result in lower net sales and potentially reduce our margins. Our ability to maintain or improve margins depends in part on achieving internal cost reductions through operational efficiencies, supply chain optimization, design improvements and procurement savings. However, cost reductions may not be sufficient to offset customer-mandated price reductions, particularly in periods of inflationary pressure affecting raw materials, labor, logistics or energy. In addition, there may be timing mismatches between when we are required to implement price reductions and when cost savings are realized.

Furthermore, OEM customers may seek retroactive price adjustments, cost recovery concessions or commercial settlements in response to their own financial pressures. Our exposure to concentrated OEM customers may limit our ability to resist such demands. Sustained pricing pressure, without commensurate cost reductions, could materially adversely affect our financial condition and results of operations.

Our operations are subject to risks associated with raw material and component availability and cost volatility, including exposure to metals and components critical to our products, costs of labor, transportation and energy.

The manufacture of our components and systems requires substantial quantities of raw materials and components, including steel and products containing steel, forgings, castings, bearings, semiconductors, magnets and related rare earth materials, aluminum, copper, nickel, brass, plastics and other specialized inputs. Availability and pricing of these materials and components are subject to global market conditions, supplier capacity constraints, geopolitical developments, trade policies and energy costs.

Volatility in commodity prices, including as a result of changes in trade laws and tariffs, can increase our input costs, and we may not be able to fully or timely recover such increases from customers. Certain supply agreements may not contain automatic pass-through mechanisms or may require negotiation to implement price adjustments. If cost recovery is delayed, limited or unsuccessful, our margins may be adversely affected.

We may also experience labor shortages in certain geographies and increased competition for qualified candidates. These shortages could adversely affect our ability to meet customer demand and increase labor costs, which would reduce our profitability. Freight costs may increase because of shipping container and truck driver shortages and port congestion, which can result from supply chain disruptions caused by regional or global public health crises and conflicts. We may also incur significant premium freight costs when customer order patterns change frequently.

In addition, shortages of components or disruptions at key suppliers could impair our ability to manufacture and deliver products in accordance with customer schedules. Such disruptions may require us to source components at higher cost, incur expedited freight charges or temporarily curtail production. Prolonged supply chain disruptions could lead to lost sales, customer dissatisfaction and reputational harm. Certain of our products

 

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rely on specialized power electronics components sourced from a limited number of suppliers, increasing our exposure to supply constraints and allocation risk.

Moreover, a substantial portion of annual cost of sales is driven by the purchase of goods and services. To manage and minimize these costs, we have been consolidating our supplier base. As a result, we are, and expect to continue to be, dependent on single sources of supply for some components of our products. A significant or prolonged shortage of critical components from a sole-source supplier, if we were unable to procure those components elsewhere, could prevent us from meeting production schedules for some of our key products and shipping them to customers on time, which would adversely affect our sales, profitability and customer relations. Moreover, OEM production part approval processes often require long lead time product testing and component part validation. In situations where resourcing to an alternative supplier is required, that change can be time consuming, dependent upon OEM approval, and subject to testing and validation costs.

If a critical supplier experiences financial distress, operational failure, natural disaster, cyber incident or regulatory action, we may be unable to obtain necessary inputs in a timely manner or at commercially reasonable terms. While we seek to diversify suppliers where feasible, certain materials or components may be available only from limited sources.

Supply constraints or cost volatility affecting key inputs could materially adversely affect our financial condition, results of operations and cash flows.

We conduct a meaningful portion of our business through joint ventures and technology partnerships that we do not wholly own or control, and our inability to manage these arrangements effectively, disputes with our partners, or the loss of a key partner could materially adversely affect our business, financial condition and results of operations.

We participate in several strategic joint ventures and technology partnerships that are important to our product portfolio, our access to certain markets and our growth strategy. Certain of our products and certain of our positions in some of our markets are available to us principally through these arrangements. If we or any of our partners terminate any joint venture or partnerships, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results. Our partners may also seek to renegotiate the terms of our joint ventures or other partnerships as a result of the Transactions or for other reasons, which could result in such arrangements being less favorable to us. In addition to being subject to the same risks and pressures as our solely owned operations, our joint ventures and partnerships are subject to additional risks as a result of the joint ownership.

Because we share ownership, governance or decision-making authority in these arrangements, we do not exercise sole control over them. The success of each joint venture or partnership depends on the financial condition, capabilities, performance, cooperation and continued support of our partners, as well as on our ability to align with our partners on strategy, capital contributions, product roadmaps, capacity decisions, distributions and other matters. Disagreements with a partner, a partner’s failure to perform or fund its obligations, a partner’s financial distress, divergent business objectives, or a change in a partner’s ownership or control could impair the operation or value of the arrangement, delay decisions, result in litigation or arbitration, or require us to commit additional resources. In addition, certain of our partners are also our competitors, customers or suppliers in other areas of our business, which may give rise to conflicts of interest.

Additionally, our joint ventures in China are subject to additional risks arising from the legal, regulatory, political and economic environment in that market, including evolving foreign-investment, data, technology-transfer and ownership rules, trade and export restrictions, currency controls and heightened geopolitical tensions. Any of these factors could limit the benefits we derive from these arrangements, restrict our ability to repatriate earnings, or expose us to loss of technology or market access. Any of the foregoing could materially adversely affect our business, financial condition, results of operations and cash flows.

 

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Certain of these joint ventures have historically used (and currently use) the “Eaton” brand. As part of the transition of the Mobility Business away from the “Eaton” brand, we will also be working with these particular joint ventures to transition them away from use of the “Eaton” brand. Such rebranding efforts may require significant resources and expenses and may affect the ability to attract and retain customers, all of which could have a material adverse effect on business results, cash flows, financial condition, or prospects.

The adoption of electrified vehicle architectures and evolving propulsion technologies may adversely affect demand for certain of our products and requires substantial investment that may not generate expected returns.

The adoption of electrification by the automotive industry, including hybrid and battery electric vehicle architectures, requires significant investment in engineering, manufacturing capabilities and capital equipment and may occur at a pace or in a manner different than we anticipate. As OEM customers align their platforms with electrification strategies, shifts in product mix, vehicle architectures and powertrain platforms may reduce demand for certain of our products and require us to realign resources and capital investments. If electrification adoption rates differ from our expectations, or if we are unable to compete effectively in electrified propulsion and power management systems, our financial results may be adversely affected.

As the market continues to adopt electric vehicles, we will continue to experience elevated levels of research and development costs, capital investment and inventory levels. We will need to maintain production capacity for both internal combustion engine vehicles (“ICE”) and electric vehicles, which requires incremental capital investment and reduces our ability to operate at scale. We will also need to carry additional inventory for both, because the raw materials and components used in ICE and electric vehicle products are largely distinct. An extended adoption period could negatively impact our profitability, cash flows, and financial position.

The growth of our Electrical and eMobility products is directly dependent on global production volumes of hybrid and battery-electric vehicles and the rate at which electrified vehicle architectures penetrate overall vehicle production. Adoption of electrified vehicles is influenced by numerous factors beyond our control, including government incentives and emissions regulations, consumer acceptance, total cost of ownership, charging infrastructure, battery cost trends, technological developments and OEM capital allocation priorities. If adoption occurs more slowly than anticipated, if regulatory incentives are reduced or eliminated, or if OEMs delay or scale back electrification programs, demand for these products could be materially lower than expected. Because we have made, and expect to continue making, significant investments to support electrification programs, a slower pace of adoption could adversely affect our growth prospects, operating leverage and ability to earn expected returns on those investments.

Failure to appropriately anticipate and react to the cyclical and volatile nature of production rates and customer demands in our business can adversely impact our results of operations.

Our business model requires significant upfront investments in engineering, product development, tooling and manufacturing capacity in advance of program launch and anticipated production volumes. Our combined company includes both mechanical drivetrain products traditionally used in ICE vehicles and electrified power electronics products designed for hybrid and battery electric platforms. Our primary driveline content on ICE vehicles includes axles, driveshafts, transmissions and related components. As the market adopts electric vehicles, we anticipate losing driveshaft content but adding additional driveline content in the form of gearboxes, e-motors, e-axles, power electronics, and software controls. We anticipate a similar increase in content opportunity in thermal and sealing products, as current ICE-vehicle content is replaced with EV-based content, including metallic bipolar plates, battery cold plates and power electronic cooling modules. Shifts in propulsion strategies may alter demand for certain of our legacy drivetrain products more rapidly than anticipated. If demand for internal combustion or hybrid platforms declines faster than we can adjust our manufacturing footprint, redeploy capital or expand electrified offerings, we may experience reduced volumes, underutilized assets and margin pressure.

 

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At the same time, success in electrified markets requires substantial ongoing investment in engineering, research and development, tooling, testing capabilities, manufacturing equipment and talent with specialized expertise in power electronics, thermal management and high-voltage systems. These investments are often made years in advance of full production volumes and are based on projected vehicle production volumes and technology adoption assumptions provided by OEM customers and developed internally. If OEM electrification roadmaps change, if government incentives are reduced or withdrawn, or if adoption rates are slower than anticipated, we may not realize sufficient returns on these investments. Because many of these expenditures are fixed or committed in advance and may not be recoverable, adverse changes in market conditions could result in reduced operating leverage, impairment charges, restructuring actions or lower-than-expected profitability.

The competitive landscape in electrification is evolving and includes established suppliers, new market entrants and in certain cases OEM in-house development. Rapid changes in vehicle architectures, propulsion strategies, power electronics integration and software-defined vehicle platforms may shorten product lifecycles, and previously deployed or prior-generation technologies may become commercially obsolete before we have fully recovered our associated development, tooling and capital investments. If we fail to anticipate or respond effectively to technological shifts, our ability to win platform awards and maintain market share could be materially adversely affected.

In addition, our OEM customers continue to assess which EV-based components they will vertically integrate and for which programs. A significant increase in vertical integration of EV-based components by our OEM customers could negatively impact our sales and profitability. The number of competitors bidding on EV-based vehicle programs is higher than what we historically experienced on ICE vehicle programs, and a significant increase in competition for EV-based vehicle programs from existing and new market entrants could also negatively impact our sales and profitability.

Our products are subject to quality, performance and safety expectations, and any failure to meet these expectations could result in recalls, warranty claims, indemnification obligations and reputational damage.

Our products are often integrated into critical vehicle systems that directly affect performance, durability, efficiency and, in some cases, safety. OEM customers impose rigorous validation, testing and quality requirements, and our products must comply with detailed specifications and regulatory standards.

Despite quality control measures, products may contain defects resulting from design errors, manufacturing process deviations, component failures or supplier issues. Such defects may not be detected until after products are in service. If a defect results in vehicle malfunction, performance degradation or safety concerns, OEM customers may initiate field actions, including recalls or service campaigns. In these circumstances, we may be required to bear a portion of the associated costs, including parts replacement, labor reimbursement, logistics and administrative expenses.

Warranty claims may increase due to product complexity, extended vehicle lifetimes or unforeseen usage conditions. In addition, disputes may arise regarding the allocation of responsibility for failures involving multiple components or suppliers. Even where we contest liability, we may incur significant legal and administrative costs.

Product failures or recalls can also result in reputational harm and damage to customer relationships, impairing our ability to win future platform awards. Significant warranty reserves, recall costs or litigation could materially adversely affect our financial condition, results of operations and cash flows.

Because our manufacturing operations involve significant fixed costs and specialized equipment, reductions in production volumes may disproportionately affect profitability.

Our manufacturing facilities utilize specialized equipment, tooling and processes tailored to specific components and assemblies. These facilities involve substantial fixed costs, including depreciation, facility

 

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overhead, salaried labor and maintenance expenses. While some variable costs may fluctuate with production levels, a meaningful portion of our cost structure remains fixed in the short term.

If customer production volumes decline due to market conditions, platform transitions, supply chain disruptions or competitive pressures, we may experience reduced capacity utilization. Lower utilization reduces the absorption of fixed manufacturing costs, resulting in margin compression. In addition, we may incur additional expenses associated with idle capacity, inventory management, workforce adjustments or plant reconfiguration.

In certain cases, a sustained decline in demand for specific product lines may require restructuring actions, including plant closures, asset impairments or workforce reductions. Such actions may result in significant charges, cash expenditures and operational disruption. The inability to align our cost structure promptly with changes in demand could materially adversely affect our financial condition, results of operations and cash flows.

Our global manufacturing footprint exposes us to operational risks, including disruptions from natural disasters, geopolitical events and infrastructure constraints.

We operate manufacturing facilities and rely on suppliers located in multiple countries across four continents. Our operations may be disrupted by natural disasters, extreme weather events, fires, floods, earthquakes, public health crises, war, geopolitical instability, terrorism, civil unrest or infrastructure failures, among other potential operational disruptions. Such events can impair our and our suppliers’ ability to produce and deliver products, damage facilities, interrupt utilities or transportation networks and increase insurance and remediation costs.

Global operations also expose us to risks related to political and social instability, trade restrictions, sanctions and changes in import/export regulations. Tariffs or trade barriers may increase costs or reduce competitiveness in certain regions. Any significant operational disruption could materially adversely affect our financial condition, results of operations and cash flows.

Our operating results depend in part on continued successful research, development and marketing of new and improved products, and our ability to innovate and execute research and development initiatives is critical to maintaining competitiveness.

The success of new and improved products and services depends on their initial and continued acceptance by our customers. Our business is affected, to varying degrees, by technological changes and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. Competition in our markets is influenced by product performance, technological capability and the ability to deliver innovative solutions that meet evolving OEM and other customer requirements. We must continually invest in research and development to enhance existing products, develop new technologies and adapt to changing vehicle architectures and the growth in hybrid and electric vehicles.

R&D initiatives involve technical uncertainty and require coordination across engineering, manufacturing and supply chain functions. Projects may encounter delays, cost overruns or technical challenges that prevent successful commercialization. In addition, customer validation and qualification processes can be lengthy and may require multiple iterations. We may experience difficulties or delays in the research, development, production or marketing of new products and services, which may prevent us from recouping or realizing a return on the investments required to bring new products and services to market.

If we are unable to develop products that meet customer expectations for performance, cost, reliability and regulatory compliance, we may lose platform awards or experience reduced demand. Furthermore, competitors or new market entrants may introduce superior technologies or more cost-effective solutions, eroding our market position. Failure to sustain innovation and execute development programs effectively could materially adversely affect our financial condition, results of operations and cash flows.

 

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If we are unable to obtain, maintain, protect and enforce our intellectual property rights, or if we are alleged to infringe, misappropriate or otherwise violate the intellectual property rights of others, our competitive position, business and results of operations could be materially adversely affected.

Our competitive position depends in significant part on our proprietary technology, know-how and intellectual property, including patented technologies and proprietary materials, designs and processes relating to our drivetrain, engine, air management and electrified power management products. We rely on a combination of patents, trademarks, trade secrets, confidentiality and invention-assignment agreements, license agreements and other contractual provisions, together with technical measures, to establish and protect our intellectual property. These protections may be inadequate, and our efforts to protect our intellectual property may not prevent misappropriation, infringement, reverse engineering or independent development by third parties.

Patents we own or license may not be issued from pending or future applications, may be too narrow to protect our products, may be challenged, invalidated, circumvented or held unenforceable, and will in any event expire, after which the formerly protected technology will be available to other third parties (including competitors). Some of our most important proprietary advantages, including certain materials and process technologies, are protected as trade secrets rather than patents, and trade secrets are difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, judicial enforcement of trade secret protection varies by jurisdiction. Furthermore, third parties may independently develop equivalent trade secrets and other proprietary technology to compete with us and we may not be able to assert our intellectual property rights against such third parties. Intellectual property protection varies by jurisdiction, and the laws of certain countries in which we operate or sell products may not protect our rights to the same extent as the laws of the United States, which may be of particular significance given our global operations and our joint ventures and partnerships through which technology may be shared or jointly developed. Consequently, we may not be able to prevent third parties from practicing our proprietary technologies in all countries outside the United States, or from selling or importing products made using our proprietary technologies in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Disputes may arise with partners (including our partners in our joint ventures), customers or others regarding the ownership, scope or use of jointly developed or shared intellectual property.

Furthermore, protecting against the unauthorized use of proprietary technology is difficult and expensive and we may need to litigate with third parties to enforce or defend our intellectual property rights, to defend the enforceability, ownership and validity of our proprietary rights, or to challenge those of others. If a third party were to prevail on a challenge of the enforceability, ownership or validity of any of our intellectual property, we would lose at least part, and perhaps all, of the challenged intellectual property protection on our technology. Determining whether a product, technology or process infringes, misappropriates, or otherwise violates our intellectual property rights involves complex legal and factual issues, and the outcome of this type of litigation is often uncertain and inconsistent. If we are unsuccessful in enforcing our intellectual property rights against a third party, such third party could continue to use the technology at issue to compete with us. An adverse determination in any such litigation could materially impair our intellectual property rights and may harm our business.

 

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We also face the risk that third parties may assert that our products, technologies or processes infringe, misappropriate or otherwise violate their intellectual property rights. Whether or not such claims have merit, they can be costly and time-consuming to defend, divert management attention, and result in injunctions, the payment of damages or royalties, the need to redesign products, or the inability to sell certain products. We may be required to indemnify customers against such claims. Any of the foregoing could materially adversely affect our competitive position, business, financial condition, results of operations and cash flows. When such claims are asserted against us (or to avoid such claims), we may seek to or be required to obtain a license to the third party’s intellectual property rights, which may be costly, and we may be unable to obtain necessary licenses on satisfactory terms, if at all. If we are found to infringe, misappropriate or otherwise violate any third party’s intellectual property, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right and could be forced, including by court order, to cease manufacturing and commercializing our products or technologies at issue.

Any of the foregoing could materially adversely affect our competitive position, business, financial condition, results of operations and cash flows.

Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our proprietary software from operating properly. For example, errors or other design defects within the software on which we rely may result in failure to comply with applicable laws and regulations, a negative experience for customers, delayed introductions of new features or enhancements or failure to protect data or our intellectual property. If our proprietary applications do not function reliably or fail to achieve customer expectations in terms of performance, we may lose or fail to grow in customer usage and customers could assert liability claims against us. This could damage our reputation and impair our ability to attract or maintain relationships with our customers and third parties.

Our proprietary software contains, or may in the future contain, open source software, which may pose particular risks to our proprietary software and services in a manner that could have a material adverse effect on our business, financial condition and results of operations.

We may from time to time use open source software in connection with our proprietary software. The terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our proprietary software. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, any open source software or derivative works that we have developed using such software, which could include proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering our products or services unless and until we can re-engineer such source code in a manner that avoids infringement. This re-engineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protection regarding infringement claims or the quality of the code. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or

 

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pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop technology that is similar to or better than ours. Any of the foregoing could adversely affect our business, financial condition and results of operations.

We do not own or have long-term rights to use the Eaton trademark or logo, and will need to rebrand the Mobility Business during a transition period, which will require significant resources and expenses and could have an adverse effect on our business results, cash flows, financial condition, or prospects.

We will enter into a Transitional Trademark License Agreement (see “Additional Agreements Related to the Separation and the Mergers—Trademark License Agreement—Transitional Trademark License Agreement”) with Eaton as of or prior to the Distribution Date, pursuant to which one or more members of the Eaton Group will grant us a license to use certain trademarks retained by the Eaton Group (including the “Eaton” trademarks) that were used in the Mobility Business within a certain period prior to the Distribution Date in a manner that is substantially similar to that used by the Mobility Business within such period prior to the Distribution. Such license is limited to a transitional period of one to two years, subject to certain exceptions and certain extension rights, and we must use commercially reasonable efforts to cease use of the licensed trademarks as promptly as practicable following the Distribution Date. These rebranding efforts may require significant resources and expenses and may affect our ability to attract and retain customers, all of which could have an adverse effect on our business results, cash flows, financial condition or prospects. Additionally, there are certain circumstances under which the Transitional Trademark License Agreement may be terminated. Termination of the Transitional Trademark License Agreement would cause us to lose our rights under the Transitional Trademark License Agreement to use the licensed trademarks, which would require us to expedite significant rebranding efforts and could cause material disruptions to our business.

Further, certain customers, distributors, and partners of the Mobility Business have historically associated the Mobility Business and its products with the “Eaton” brand, and the “Dana” brand may command comparatively limited brand recognition with such parties or in certain of the Mobility Business’ markets. Achieving comparable brand recognition with such parties and in such markets may take time, and we may not fully retain the customer loyalty or goodwill previously associated with the Mobility Business, which could adversely affect our ability to attract and retain customers.

Risks Relating to Macroeconomic Conditions

We operate globally and are exposed to risks associated with international operations, including foreign currency fluctuations, changes in statutory tax rates and laws, trade policies, political instability and changing regulatory environments and unanticipated outcomes with respect to tax audits that could adversely affect the combined company’s business, profitability and reputation.

Our manufacturing and sales activities span multiple countries. As a result, we are exposed to foreign currency exchange rate fluctuations, which can affect the translation of net sales and expenses and may impact competitiveness in certain regions. Currency volatility can also affect the cost of imported materials and the value of intercompany transactions. Approximately 43% of Dana’s sales in 2025 and approximately 48% of the Mobility Business’ sales in 2025 came from operations located outside the United States. A strengthening of the U.S. dollar against the euro, the Renminbi, the Brazilian Real, the Mexican peso and other currencies of the countries in which we operate could adversely affect our results as reported in U.S. dollars, as well as our margins on products sold outside the United States and on products containing components sourced from affiliates or suppliers outside the United States. We use a combination of natural hedging techniques and financial derivatives to mitigate foreign currency exchange rate risks, but these hedging activities may be ineffective or may offset only a portion of the adverse financial impact resulting from currency variations.

International operations expose us to risks associated with political instability, changes in trade policies, tariffs, sanctions, export controls and evolving regulatory requirements. Trade disputes or new tariffs may

 

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increase costs or reduce demand in certain markets. Export control restrictions may limit our ability to supply products incorporating certain technologies. Political unrest, geopolitical conflicts or regional instability could disrupt operations or supply chains. We operate in many countries around the world and depend on significant foreign suppliers and customers, and the political situation in a number of countries in which we operate could create instability in our contractual relationships or result in the seizure of our assets.

We are, and the combined company will be, subject to taxation in a number of jurisdictions. Accordingly, our effective tax rate is impacted by changes in the mix of earnings among countries with differing statutory tax rates. A material change in the statutory tax rate or interpretation of local law in a jurisdiction in which the combined company will have significant operations could adversely impact our effective tax rate and impact our financial results.

The combined company’s tax returns are and will continue to be subject to audit and other examination and taxing authorities could challenge the combined company’s operating structure, valuation of assets and liabilities, taxable presence, application of treaty benefits or transfer pricing policies. If changes in statutory tax rates or laws or audits, disputes or litigation result in assessments different from amounts anticipated, our business, results of operations, financial condition and cash flows may be adversely affected. In addition, changes in tax laws could have an adverse effect on our customers, resulting in lower demand for our products and services.

Any of these factors could materially adversely affect our financial condition, results of operations and cash flows.

We may be adversely impacted by changes in trade policies and proposed or imposed tariffs, including but not limited to, the imposition of new tariffs by the U.S. government on imports to the U.S. and/or the imposition of retaliatory tariffs by foreign countries.

Tariffs imposed by the U.S. government on imported products and commodities such as automotive, heavy truck, steel and aluminum could raise the costs associated with manufacturing our products. We work with our customers to recover a portion of any increased costs, and with our suppliers to defray costs, associated with tariffs. While we have been successful in the past recovering a significant portion of cost increases, there is no assurance that cost increases resulting from trade policies and tariffs will not adversely impact our profitability. Our sales may also be adversely impacted if tariffs are assessed directly on the products we produce or on our customers’ products containing content sourced from us.

Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Additionally, ongoing negotiations regarding the United States-Mexico-Canada Agreement and potential modifications to its terms could create further uncertainty regarding trade conditions and market access. These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns, and increased economic or geopolitical risks, which could adversely impact our future sales, business, financial condition and results of operations, materially or in ways that we cannot predict.

Public health crises, including epidemics and pandemics, could disrupt our operations and those of our customers and suppliers and adversely affect our results of operations.

Our global operations expose us to risks associated with public health crises, such as epidemics and pandemics, which could harm our business and cause our operating results to suffer. A pandemic may negatively affect the global economy, disrupt our operations as well as those of our customers and suppliers and the global

 

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supply chains in which we participate, and create significant volatility and disruption in financial markets. We may face facility closures and other operational restrictions for prolonged periods as a result of governmental restrictions, public health directives, quarantine policies or social distancing measures.

Because we operate as part of the complex, integrated global supply chains of our largest customers, our ability to continue operations at specific facilities depends on interdependencies among the various participants in those supply chains that are largely beyond our control. The extent of the impact of any such public health crisis on our business and financial performance will depend on factors that are uncertain and cannot be predicted, including the duration and severity of the event, and a prolonged disruption could materially adversely affect our business, results of operations, cash flows and financial condition.

Risks Relating to Human Capital Management

Our ability to attract, retain and motivate qualified personnel is critical to our success, and failure to do so could adversely affect our operations and competitive position.

Our performance depends on the expertise and experience of our management team, engineers, manufacturing personnel and other employees. Competition for skilled talent, particularly in areas such as power electronics, advanced materials, artificial intelligence, software integration and manufacturing process optimization, is intense.

The Transactions may create uncertainty among employees, potentially affecting morale and retention. Key personnel may depart during or after the Transactions, and we may face challenges recruiting replacements. Loss of experienced employees could disrupt product development, manufacturing operations and customer relationships. See “—Risks Relating to the Transactions—Dana and the Mobility Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.”

In addition, workforce shortages, wage inflation and evolving labor market dynamics may increase operating costs. If we are unable to attract and retain qualified personnel, our ability to innovate, execute platform launches and maintain manufacturing performance could be impaired, which could materially adversely affect our financial condition and results of operations.

A significant portion of our workforce is represented by labor unions or covered by collective bargaining or similar arrangements, and labor disputes, work stoppages or our inability to renew these arrangements on acceptable terms could disrupt our operations and increase our costs.

A significant portion of our employees is represented by labor unions or works councils or is covered by collective bargaining agreements or similar arrangements, particularly at certain of our manufacturing facilities and in certain jurisdictions. These agreements are subject to periodic negotiation and renewal, and we may be unable to renew or renegotiate them on satisfactory terms or without disruption. Disagreements during negotiations, or in connection with the Transactions and the establishment of standalone employment and benefit arrangements, could result in work stoppages, strikes, slowdowns, increased labor costs, changes in work rules or other labor actions.

Work stoppages or other labor disruptions, whether at our own facilities or at the facilities of our OEM customers, suppliers or logistics providers, could interrupt or curtail production, delay deliveries, result in penalties or expedited freight costs, damage customer relationships and harm our reputation. Even where our facilities are not directly affected, labor disruptions affecting our customers or suppliers can reduce vehicle production and thereby reduce demand for our products or disrupt our supply chain. In addition, increases in negotiated wages and benefits, changes in labor laws, or organizing activity at currently non-represented facilities could increase our operating costs or reduce our operating flexibility. Any of the foregoing could materially adversely affect our business, financial condition, results of operations and cash flows.

 

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Risks Relating to Cybersecurity and Data Privacy

If we are unable to protect our information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches, product or service offerings could be compromised or operations could be disrupted, or data confidentiality impaired.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including procurement, manufacturing, distribution, invoicing and collection. As a provider of drivetrain, propulsion, electrification and power management solutions across internal combustion, hybrid and fully electric platforms for commercial vehicle and light vehicle OEMs, we may receive, process, access and store confidential data, regulated data, and data that relates to or identifies an individual person or that constitutes “personal data,” “personal information,” “personally identifiable information” or similar terms under applicable data privacy laws. Some of this information may be stored in the cloud or on networks not managed by us. Additionally, we depend on partners, vendors and other third-party providers of information technology and other products and services, whose systems and security practices are beyond our direct control. Many of our products and services, as well as those of third-party service providers, include integrated software and information technology that collects data or connects to external and internal systems. Because of this, cybersecurity and data privacy threats pose a material risk to our business operations.

Global cybersecurity threats range from widespread vulnerabilities, sophisticated and targeted measures known as advanced persistent threats, to uncoordinated individual attempts to gain unauthorized access to IT/OT systems. These threats may be directed at us, our products, software embedded in our products, or our third-party service providers. The risk is amplified by the increasingly connected nature of our products and systems. These threats may originate from anywhere in the connected world and while they may take the form of phishing, malware, bots, ransomware, or human-centric attacks, the nature of the threat is constantly evolving. The introduction of artificial intelligence has also enabled bad actors to create higher-quality fraudulent content as part of cyberattacks, which could make it more difficult to identify and contain breaches and fraudulent activity.

As a result of our worldwide operations, we are subject to laws and regulations, including data protection, privacy and cybersecurity laws and regulations, in many jurisdictions. The U.S. states and foreign jurisdictions in which we operate have different and potentially conflicting data privacy laws, and we must understand and comply with each of them. The legal framework around privacy and data protection is rapidly evolving, as the U.S., the European Union and other countries have adopted, are planning to enact, or are revising increasingly complex and rigorous privacy, information security and data protection laws, regulations and standards. For example, the General Data Protection Regulation (“GDPR”) requires that we manage personal data in the E.U. in a prescribed manner and may impose fines of up to four percent of our global net sales in the event of certain violations. Compliance with current or future data protection and information security laws affecting customer data, employee data, or other personal information could result in additional operating costs and may impact the development of new products, offerings or services and reduce operational efficiency. Ensuring that the collection, use, transfer, storage, maintenance and other processing of data complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can also increase operating costs.

Our customers, including governmental agencies, are increasingly requiring cybersecurity protections and mandating cybersecurity standards, which may result in additional operating or production costs. Our cybersecurity program aligns with well-known industry-wide security control frameworks, and we employ a number of mitigation measures including employee training, technical security controls and maintenance of backup and protective systems. Despite these efforts, our systems, networks, products and services, as well as those of our third-party providers, remain potentially vulnerable to known or unknown cybersecurity attacks and other threats.

Cybersecurity incidents could potentially result in product downtimes, operational delays, misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information, including

 

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personal and customer data, security breaches and disruption of business operations. The potential consequences of a material cybersecurity incident include theft of intellectual property, disruption of operations, reputational damage, adverse health and safety consequences, the loss or misuse of confidential information, product failure, financial losses from remedial action, loss of business, regulatory investigations or enforcement actions and exposure to fines, legal claims or litigation. Additionally, we cannot guarantee that any costs and liabilities incurred in relation to a cybersecurity attack or incident will be covered by our existing insurance policies or that applicable insurance will be available on economically reasonable terms in the future. These risks could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our current and potential use of artificial intelligence and machine learning and other emerging technologies may expose us to operational, legal and regulatory risks that could adversely affect our business and reputation.

We incorporate and we expect to increase the incorporation of artificial intelligence and machine learning tools (“AI”) into certain internal business operations, including elements of our production processes and certain administrative functions, and into certain of our products. AI algorithms may be flawed or perform unpredictably, and the datasets on which they rely may be insufficient, inaccurate, biased or otherwise problematic, which could lead to errors, operational disruptions, unintended outcomes, suboptimal decisions, or discriminatory results, errors or inadequacies, any of which may not be easily detectable. The rapid evolution and increased adoption of AI technologies may increase the risk of technical disruptions to our operations and to the processes and functions for which the technology is deployed.

Our use or any use by our contractors, consultants, vendors or service providers of AI also raises risks relating to privacy and the inadvertent disclosure of sensitive, confidential or proprietary information, and evolving AI and data-governance laws, regulations and standards may impose additional requirements or restrictions on our development and use of AI, increase our compliance costs or limit certain use cases. Constraints in hardware, power capacity or other supply chain elements may limit our ability to scale AI, and we face competitive risk if other companies develop or adopt AI capabilities more effectively, at lower cost or more rapidly than we do. Because our AI capabilities depend in part on third-party providers of models, cloud services and infrastructure, changes in their performance, pricing, licensing terms or availability could materially increase our costs or reduce the availability of these capabilities. Additionally, changes in AI technology could require us to make significant ongoing investments to maintain and upgrade our technological capabilities. We may not successfully implement these developments in a timely or cost-effective manner, or at all, and the AI technologies in which we invest may be less effective than expected, or become unavailable to us on favorable terms if at all. Furthermore, if such third-party AI providers intentionally or inadvertently disclose or misuse our sensitive, confidential or proprietary information, including as the result of a cyberattack, or otherwise incorporate such information into a publicly available training set, it is possible that such information could become available to third parties including our competitors. Collectively, these risks could adversely affect our business, financial condition, results of operations, cash flows and reputation.

Further, output we may create using AI may not be subject to intellectual property protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such output. To the extent that we do not have sufficient rights to use the data output produced by AI tools, or if we experience cybersecurity incidents related to our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, data protection and cybersecurity, publicity, contractual or other rights.

Risks Relating to Compliance, Regulatory or Legal Matters

Our business is subject to extensive governmental regulation, and changes in laws, regulations or enforcement priorities could adversely affect our business, financial condition and results of operations.

Our operations, products and customers are subject to numerous and evolving federal, state, local and foreign laws and regulations relating to, among other things, vehicle safety, emissions, fuel economy and

 

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electrification standards, environmental protection, worker health and safety, product performance and certification requirements, trade and export controls, labor and employment matters and other regulatory requirements applicable to passenger and commercial vehicle suppliers. Compliance with these laws and regulations requires significant ongoing expenditures for engineering, testing, certification and administrative activities, and may increase our operating costs or require modifications to our products and manufacturing processes.

Changes in environmental, emissions and fuel economy regulations, including increasingly stringent greenhouse gas and carbon reduction standards in the United States, Europe and Asia-Pacific, could require us to develop new technologies, redesign existing products or accelerate investments in electrification solutions. While certain regulatory developments may increase demand for electrified power management and vehicle efficiency technologies, regulatory uncertainty, delays in implementation or shifts in governmental priorities could also adversely affect market demand, product adoption rates or program timing.

Evolving emissions, fuel economy, safety and electrification standards may alter OEM product strategies and vehicle architecture decisions, which could affect the mix of propulsion technologies and components demanded in the markets we serve. Changes in regulatory requirements may accelerate or slow the adoption of electrified propulsion systems or other technologies, potentially reducing demand for certain products while increasing demand for others. Divergent or inconsistent regulatory regimes across jurisdictions may increase engineering complexity, compliance costs and operational inefficiencies.

We are also subject to trade regulations, tariffs, customs requirements and export control laws that affect the sourcing of components, cross-border shipments and sales into certain markets. Changes in trade policy, the imposition of new tariffs or sanctions or restrictions on the transfer of technology could increase costs, disrupt supply chains or limit access to key markets.

In addition, new or evolving regulations relating to cybersecurity, data privacy and vehicle connectivity may impose additional compliance obligations, including with respect to certain of our electrified and electronically controlled systems. Failure to comply with such requirements could result in penalties, litigation or restrictions on product sales.

Compliance with existing and future regulatory requirements may require significant management attention and financial resources and could adversely affect our competitive position, profitability or growth prospects.

We are subject to extensive environmental, health and safety laws and regulations, and compliance with these requirements may result in significant costs and liabilities.

Our manufacturing operations involve the use of metals, chemicals, coatings and other materials that are subject to environmental, health and safety regulations in the jurisdictions in which we operate. These regulations govern, among other things, emissions to air and water, hazardous waste handling, generation, transportation, and disposal, chemical usage, worker safety, site investigation and remediation, and permitting, reporting and other environmental, health and safety compliance obligations.

Compliance with environmental and safety regulations requires ongoing capital expenditures, operational controls, monitoring and reporting. Regulatory requirements may become more stringent over time, resulting in increased compliance costs or the need for facility upgrades. In addition, we may incur liabilities related to historical operations, including contamination or remediation obligations. We may be identified as a potentially responsible party in connection with sites designated for cleanup under the U.S. federal Comprehensive Environmental Response, Compensation, and Liability Act or similar state laws that impose joint and several liability on responsible parties, including past and present owners and operators, regardless of fault, for the remediation of contaminated sites, and we may be subject to third-party claims for personal injury, property damage or natural resource damages arising from past or present environmental contamination or exposure to hazardous substances.

 

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Failure to comply with applicable environmental, health or safety regulations could result in fines, penalties, remediation costs, natural resource damages, operational restrictions, permit modifications or revocations or plant shutdowns. Environmental incidents or workplace safety events may also result in reputational harm and increased insurance costs. Such matters could materially adversely affect our financial condition, results of operations and cash flows.

Risks Relating to Our Securities

Our certificate of incorporation will include exclusive forum provisions, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation will require that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, (d) any action asserting a claim governed by the internal affairs doctrine, or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL (in each case subject to the court having personal jurisdiction). Our certificate of incorporation will also require that, unless we consent in writing to the selection of an alternative forum, the federal district courts will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Such exclusive forum provision will not apply to any action or proceeding asserting a claim under the Exchange Act.

The enforceability of similar choice-of-forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision contained in our certificate of incorporation to be inapplicable or unenforceable. The exclusive forum provisions in our certificate of incorporation may limit the ability of a stockholder to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees and result in increased costs for a stockholder to bring such a claim, which may discourage such lawsuits. Alternatively, if a court were to find the exclusive forum provisions contained in our certificate of incorporation to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings mentioned above, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. Furthermore, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. We also note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, and that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Our Certificate of Incorporation and Bylaws will contain certain provisions that may discourage, delay or prevent a change of control or changes to our board of directors or management.

Our Certificate of Incorporation and Bylaws will contain certain provisions that may discourage, delay or prevent a change of control with respect to us or changes to our board of directors or management following the consummation of the Transactions. These provisions are expected to discourage coercive takeover practices or inadequate takeover bids. However, they may also discourage, prevent or delay acquisitions that our board of directors deems undesirable but that some stockholders may favor and therefore may make our securities less

 

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attractive to investors or may depress the trading price of our common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current members of our board of directors.

Such provisions, including those governing the nomination of directors, limiting who may call special stockholders’ meetings and eliminating stockholder action by written consent, may make it more difficult for other persons, without the approval of our board of directors, to make a tender offer or otherwise acquire substantial amounts of common stock or to launch other takeover attempts that a stockholder might consider to be in such stockholder’s best interest. See “Description of Capital Stock.”

General Risks

Greenhouse gas regulation and physical environmental effects of global increases in greenhouse gas emissions could increase our operating costs and materially adversely affect demand for our products.

There is global scientific consensus that emissions of greenhouse gases (“GHG”) continue to alter the composition of Earth’s atmosphere. These considerations may lead to new and/or intensifying international, national, regional, or local legislative or regulatory responses. The regulation of GHG emissions from certain stationary or mobile sources, or the imposition of obligations to report and disclose certain emissions data, or carbon pricing mechanisms, could result in additional costs to us in the form of taxes or emission allowances, facilities improvements, and energy costs, which would increase our operating costs through higher utility, transportation, and materials costs.

Because the impact of any future GHG-related legislative, regulatory, or product standard requirements on our global businesses and products is dependent on the timing and design of mandates or standards, we are unable to predict their potential impact at this time. Emissions standards applicable to the vehicles into which our products are incorporated, including fuel economy and tailpipe emissions requirements, may also alter the type and mix of vehicles our customers produce. Such requirements may materially adversely affect the demand for our products and the cost, production, sales, and our results of operations.

The potential physical effects of changing environmental conditions on our facilities, suppliers, and customers, and therefore on our operations, are highly uncertain and will be particular to the circumstances developing in various geographic regions. These may include extreme weather events and long-term changes in temperature levels and water availability. These potential physical effects may materially adversely affect the demand for our products and the cost, production, sales, and our results of operations.

Increased scrutiny from the public, investors, customers, employees and other stakeholders regarding our environmental, social and governance practices could impact our reputation, stock price and access to capital.

Public companies are subject to increasing scrutiny from investors, customers, employees, regulators, media organizations and other stakeholders regarding environmental, social and governance (“ESG”) matters, including greenhouse gas emissions, safety, standards of business conduct, supply chain practices, human capital management, corporate governance and sustainability-related goals and disclosures. These expectations may continue to evolve and may not be consistent across stakeholder groups. For example, an increasing number of stakeholders, regulators and lawmakers have expressed or pursued contrary views towards ESG initiatives, including the proposal or enactment of “anti-ESG” policies, legislation, executive orders or initiatives, the issuance of related legal opinions and related litigation and enforcement. If our ESG practices, disclosures, goals or initiatives do not meet stakeholder expectations, or are perceived not to meet those expectations, our reputation and relationships with customers, suppliers, employees and investors may be harmed. In addition, organizations that inform investors on ESG matters have developed rating systems for evaluating companies, and unfavorable ratings or negative investor sentiment regarding our ESG practices could negatively impact the market price of our common stock and our ability to access capital at competitive prices. Any failure, or perceived failure, to respond to pro- or anti-ESG concerns could harm our business and reputation.

 

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Our insurance coverage may not be adequate to protect us from all potential losses, and we may experience increases in insurance costs or reductions in coverage availability.

We maintain insurance coverage for various risks, including product liability, recall, class actions, property damage, business interruption and cybersecurity incidents. However, insurance policies are subject to deductibles, exclusions, coverage limits and other terms that may limit recovery. Certain types of losses, including large-scale recalls, environmental liabilities or cyber incidents, may exceed available coverage or may not be fully covered.

Insurance premiums have increased in recent years in response to industry trends and claims experience. Future increases in premiums or reductions in coverage availability could increase our cost of risk management. In addition, insurers may dispute coverage for certain claims, leading to delays in recovery or litigation. If we incur losses that are not fully covered by insurance, or if insurance coverage becomes prohibitively expensive or unavailable, our financial condition, results of operations and cash flows could be materially adversely affected.

Our working capital requirements may negatively affect our liquidity.

Our working capital requirements can vary significantly depending in part on the level, variability and timing of our customers’ orders and production schedules and the availability of raw materials and components from our suppliers. As production volumes increase, our working capital requirements to support those higher volumes generally increase. If our working capital needs exceed our cash flows from operations, we would look to our cash and cash equivalents balances and available capacity under our credit facilities, as well as other potential sources of capital, which may not be available on satisfactory terms or in adequate amounts. An inability to fund our working capital requirements could materially adversely affect our liquidity, financial condition and results of operations.

We participate in certain multi-employer pension plans that are not fully funded, which could result in additional liabilities and increased contributions.

Dana contributes, and the combined company will contribute, to certain multi-employer defined benefit pension plans for certain of our union-represented employees in the U.S. and other countries in accordance with our collective bargaining agreements. Contributions are and will be based on hours worked except in cases of layoff or leave where we generally contribute based on 40 hours per week for a maximum of one year. We could be held liable to the plans for our obligation, as well as those of other employers, due to our participation in the plans. Contribution rates could increase if the plans are required to adopt a funding improvement plan, if the performance of plan assets does not meet expectations or as a result of future collectively bargained wage and benefit agreements.

Changes in interest rates and asset returns could increase our pension and other postretirement benefit funding obligations and reduce our profitability.

Each of the Mobility Business and Dana has, and the combined company will have, unfunded obligations under certain of our defined benefit pension and other postretirement benefit plans. The valuation of our future payment obligations under the plans and the related plan assets are subject to significant adverse changes if the credit and capital markets cause interest rates and projected rates of return to decline. Such declines could also require us to make significant additional contributions to our pension plans in the future. A material increase in the unfunded obligations of these plans could also result in a significant increase in our pension expense in the future.

 

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Risks Relating to the Exchange Offer

Tendering Eaton shareholders may receive a reduced premium or may not receive any premium in this Exchange Offer.

This Exchange Offer is designed to permit you to exchange, by way of redemption, your Eaton Ordinary Shares for shares of SpinCo common stock at a      % discount to the per-share value of Dana common stock, calculated as set forth in this prospectus. Stated another way, for each $100 of your Eaton Ordinary Shares accepted in this Exchange Offer, you will receive approximately $     of SpinCo common stock (subject to the exception described below). The value of the Eaton Ordinary Shares will be based on the calculated per-share value of Eaton Ordinary Shares on the NYSE and the value of the shares of SpinCo common stock will be based on the calculated per-share value of Dana common stock on the NYSE, in each case determined by reference to the simple arithmetic average of the daily VWAP on each of the Valuation Dates.

The number of shares you can receive is, however, subject to an upper limit of      shares of SpinCo common stock for each Eaton Ordinary Share accepted for exchange in this Exchange Offer. As a result, you may receive less than $     of SpinCo common stock for each $100 of Eaton Ordinary Shares, depending on the calculated per-share value of Eaton Ordinary Shares and the calculated per-share value of SpinCo common stock at the expiration date. Because of the limit on the number of shares of SpinCo common stock you will receive in this Exchange Offer, if there is a drop of sufficient magnitude in the trading price of Dana common stock relative to the trading price of Eaton Ordinary Shares, and/or if there is an increase of sufficient magnitude in the trading price of Eaton Ordinary Shares relative to the trading price of Dana common stock, you may not receive $     of SpinCo common stock for each $100 of Eaton Ordinary Shares, and could receive much less.

For example, if the calculated per-share value of Eaton Ordinary Shares was $     (the highest closing price for Eaton Ordinary Shares on the NYSE during the three-month period prior to commencement of this Exchange Offer) and the calculated per-share value of SpinCo common stock was $     (the lowest closing price for Dana common stock on the NYSE during that three-month period), the value of SpinCo common stock, based on the Dana common stock price, received for Eaton Ordinary Shares accepted would be approximately $     for each $100 of Eaton Ordinary Shares accepted for exchange.

This Exchange Offer does not provide for a minimum exchange ratio. See “Exchange Offer—Terms of This Exchange Offer.” If the upper limit on the number of shares of SpinCo common stock that can be received for each Eaton Ordinary Share tendered and accepted for exchange is in effect, then the exchange ratio will be fixed at the upper limit.

There also are risks associated with calculating the exchange ratio as of the Valuation Dates and not using the closing prices of Eaton Ordinary Shares and Dana common stock on the expiration date of this Exchange Offer, such that an Eaton shareholder could receive fewer shares of SpinCo common stock than such stockholder would have received if the exchange ratio were determined using the closing prices of Eaton Ordinary Shares and Dana common stock on the expiration date of this Exchange Offer.

For example, if the trading price of Eaton Ordinary Shares were to increase during the last two full trading days of this Exchange Offer, the average Eaton stock price used to calculate the exchange ratio would likely be lower than the closing price of Eaton Ordinary Shares on the last full trading day prior to the expiration date of this Exchange Offer. As a result, you would receive fewer shares of SpinCo common stock for each $100 of Eaton Ordinary Shares than you would have if the average Eaton stock price were calculated on the basis of the closing price of Eaton Ordinary Shares on the last full trading day prior to the expiration date of this Exchange Offer or on the basis of an averaging period that includes the last two full trading days prior to the expiration of this Exchange Offer. Similarly, if the trading price of Dana common stock were to decrease during the last two full trading days prior to the expiration of this Exchange Offer, the average Dana stock price used to calculate the exchange ratio would likely be higher than the closing price of Dana common stock on the last full trading day

 

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prior to the expiration date. This could also result in your receiving fewer shares of SpinCo common stock for each $100 of Eaton Ordinary Shares than you would have received if the average Dana common stock price were calculated on the basis of the closing price of Dana common stock on the last full trading day prior to the expiration date or on the basis of an averaging period that included the last two full trading days prior to the expiration of this Exchange Offer.

Tendering Eaton shareholders may not be able to sell shares of SpinCo common stock received in the Distribution at prices comparable to the calculated per-share value of SpinCo common stock used for purposes of or on the expiration date of the Exchange Offer.

There is no assurance that holders of Eaton Ordinary Shares that receive shares of SpinCo common stock in the Exchange Offer will be able to sell the SpinCo shares at prices comparable to the calculated per-share value of SpinCo common stock used for purposes of or at the expiration date of the Exchange Offer. For example, while Eaton is offering all of the shares of SpinCo common stock in the Exchange Offer, if the Exchange Offer is not fully subscribed, shares of SpinCo common stock also will be issued in a Clean-Up Spin-Off. Eaton shareholders who receive SpinCo common stock as a result of a potential Clean-Up Spin-Off may not want to be SpinCo stockholders and may sell those shares immediately in the public market. It is possible that some Eaton shareholders would sell the SpinCo common stock they receive if, for reasons such as SpinCo’s business profile or market capitalization, SpinCo does not fit their investment objectives, or in the case of index funds, SpinCo is not a participant in the index in which they are investing. The sales of significant amounts of SpinCo common stock relating to the above events or the perception in the market that such sales will occur may decrease the market price of SpinCo common stock.

Eaton shareholders receiving shares of SpinCo common stock in the Exchange Offer or a potential Clean-Up Spin-Off that have not delivered the necessary documents could experience a delay prior to receiving their shares of SpinCo common stock and their cash in lieu of fractional shares, if any.

Holders of Eaton Ordinary Shares participating in the Exchange Offer will receive their shares of SpinCo common stock and cash in lieu of fractional shares, if any, only after timely receipt by the Distribution Exchange Agent of (a) (i) certificates representing all physically tendered Eaton Ordinary Shares or (ii) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those Eaton Ordinary Shares in the Distribution Exchange Agent’s account at The Depository Trust Company, in each case pursuant to the procedures set forth in “Exchange Offer—Terms of This Exchange Offer—Procedures for Tendering,” (b) the letter of transmittal for Eaton Ordinary Shares, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer through The Depository Trust Company, an agent’s message and (c) any other required documents. In general, until the distribution of the shares of SpinCo common stock to the individual stockholder has been completed, the relevant holder of SpinCo common stock will not be able to sell its shares of SpinCo common stock. Consequently, if the market price for SpinCo common stock should decrease during that period, the relevant stockholder (which would be an Eaton shareholder receiving shares of SpinCo common stock in the Exchange Offer or in a potential Clean-Up Spin-Off) may not be able to stop any losses by selling the shares of SpinCo common stock. Similarly, Eaton shareholders who receive cash in lieu of fractional shares will not be able to invest the cash until the distribution to the relevant stockholder has been completed, and they will not receive any interest on such cash.

As a result of the Pricing Mechanism (as defined below) utilized in the Exchange Offer, the exchange ratio for the Exchange Offer will not be fixed prior to the launch of the Exchange Offer, but instead will be determined while the Exchange Offer is open, creating a risk of arbitrage trading during the Exchange Offer that could impact the final exchange ratio.

The Exchange Offer does not establish a fixed exchange ratio at the outset of the Exchange Offer. Rather, the Exchange Offer price is expressed as a ratio of SpinCo common stock for each $100 of Eaton Ordinary Shares validly tendered and not withdrawn pursuant to the Exchange Offer (subject to the limit on the exchange

 

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ratio that could result from the upper limit, as described in greater detail in this prospectus). The Exchange Offer’s pricing mechanism, as described under “Exchange Offer—Terms of This Exchange Offer—Pricing Mechanism” will calculate the values of Eaton Ordinary Shares and SpinCo common stock by reference to a simple arithmetic average of daily VWAPs over the three Valuation Dates. The per-share values for Eaton Ordinary Shares will be determined by Eaton by reference to the simple arithmetic average of the daily VWAP of Eaton Ordinary Shares on the NYSE over the three Valuation Dates. Similarly, the per-share values for SpinCo common stock will be determined by Eaton by reference to the simple arithmetic average of the daily VWAP of Dana common stock on the NYSE over the Valuation Dates (the “Pricing Mechanism”). If the Exchange Offer is extended, the Valuation Dates will reset to the period of three consecutive trading days ending on and including the second full trading day preceding the revised expiration date, as may be extended. The final exchange ratio will be announced by press release and be available on the website at      .com, in each case by 11:59 p.m., New York City time, on the second full trading day prior to the expiration date of the Exchange Offer, as may be extended, and therefore provides for a two-day window between pricing and the Exchange Offer’s expiration. See “The Exchange Offer—Terms of the Exchange Offer—General.”

As the Pricing Mechanism results in the final exchange ratio being fixed two business days before the expiration of the Exchange Offer, the value of Eaton Ordinary Shares and Dana common stock may change after the final exchange ratio is fixed by the Pricing Mechanism. The difference between the changing prices of publicly traded Eaton Ordinary Shares and Dana common stock and the fixed exchange ratio could allow for investors to engage in arbitrage trading during the final two business days prior to the expiration of the Exchange Offer, which could affect the price of Eaton Ordinary Shares, Dana common stock or both. Such trading could impact the market value of the consideration received by holders of Eaton Ordinary Shares participating in the Exchange Offer on and after the date of receipt thereof.

Arbitrage trading during the Exchange Offer could adversely impact the price of Dana common stock.

The shares of SpinCo common stock to be received by holders of Eaton Ordinary Shares who validly tender such stock and not properly withdrawn in the Exchange Offer will be issued at a discount to the per-share value of Dana common stock (subject to the limit on the exchange ratio that could result from the upper limit, as described in greater detail in this prospectus). During the Exchange Offer, the existence of this discount could negatively affect the market price of Dana common stock. Prospective buyers of SpinCo common stock could choose to acquire shares of SpinCo common stock indirectly by purchasing Eaton Ordinary Shares and then tendering such shares in the Exchange Offer. Additionally, certain market participants may use a hedging strategy to manage risk in the context of split-off transactions that involves shorting Dana common stock. Both occurrences, or either individually, could result in a decrease in the price of Dana common stock during the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer—General.”

Eaton shareholders’ investment will be subject to different risks if this Exchange Offer is completed regardless of whether they elect to participate in the Exchange Offer.

If an Eaton shareholder validly tenders all of that shareholder’s Eaton Ordinary Shares and this Exchange Offer is not oversubscribed, then, upon completion of this Exchange Offer and the Merger, that shareholder will no longer have an interest in Eaton, but instead will directly own an interest in SpinCo. As a result, that shareholder’s investment will be subject exclusively to risks associated with SpinCo and not risks associated solely with Eaton.

If an Eaton shareholder validly tenders all of that shareholder’s Eaton Ordinary Shares and this Exchange Offer is oversubscribed, then that shareholder’s tender of Eaton Ordinary Shares will be subject to the proration procedures described in “Exchange Offer—Terms of This Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Eaton Ordinary Shares.”

As a result, unless that shareholder’s tendered shares constitute an odd lot (i.e., fewer than 100 shares), upon completion of this Exchange Offer and the Mergers, that shareholder may own an interest in both Eaton and

 

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SpinCo, and that shareholder’s investment therefore may be subject to risks associated with both Eaton and SpinCo.

If an Eaton shareholder validly tenders some, but not all, of that shareholder’s Eaton Ordinary Shares, then, upon completion of this Exchange Offer, regardless of whether this Exchange Offer is fully subscribed, the number of Eaton Ordinary Shares that shareholder owns will decrease (unless that shareholder otherwise acquires Eaton Ordinary Shares), while the number of shares of SpinCo common stock that shareholder owns will increase. As a result, that shareholder’s investment will be subject to risks associated with both Eaton and SpinCo.

In addition to the consequences of this Exchange Offer described above, in the event that this Exchange Offer is not fully subscribed, Eaton shareholders that remain shareholders in Eaton following the completion of this Exchange Offer will receive shares of SpinCo common stock if Eaton completes the Clean-Up Spin-Off. As a result, their investment will be subject to risks associated with both Eaton and SpinCo. Whether or not Eaton shareholders tender their Eaton Ordinary Shares, any Eaton Ordinary Shares they hold after the completion of the Transactions will reflect a different investment from the investment they previously held because Eaton will no longer own the Mobility Business.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including information incorporated by reference into this prospectus, includes “forward-looking statements” that are not historical. 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 Transactions, the ability of the parties to complete the proposed Transactions, the expected benefits of the proposed Transactions, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed Transactions, 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.

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 Transactions 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 Transactions, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies;

 

•

potential impact of the announcement or consummation of the proposed Transactions 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 Transactions;

 

•

the possibility that the proposed Transactions 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 Transactions;

 

•

the risk that stockholder litigation in connection with the proposed Transactions or other litigation, settlements or investigations may affect the timing or occurrence of the proposed Transactions or result in significant costs of defense, indemnification and liability;

 

•

risks relating to the ability to obtain financing for the Transactions upon acceptable terms or at all;

 

•

evolving legal, regulatory and tax regimes;

 

•

changes in general economic 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 Transactions is not obtained;

 

•

the risk of greater than expected difficulty in separating the Mobility Business from the other businesses of Eaton;

 

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•

risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed Transactions, or other effects of the pendency of the proposed Transactions 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 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 Transactions.

In light of these risks, uncertainties, assumptions and other factors, the forward-looking statements discussed in this prospectus may not occur. Other unknown or unpredictable factors could also have a material adverse effect on each of Eaton’s, SpinCo’s and Dana’s actual future results, performance, or achievements. For a further discussion of these and other risks and uncertainties, see the section of this prospectus entitled “Risk Factors.” Any forward-looking statements speak only as of the date of this prospectus. 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.

 

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NON-GAAP FINANCIAL MEASURES

This prospectus includes certain financial information of the Mobility Business that differs from what is reported in accordance with GAAP. The non-GAAP financial measure included in this prospectus is adjusted EBITDA. For these purposes, adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization, restructuring program charges, and acquisition integration and divestiture charges.

SpinCo has not previously operated as a standalone company and, accordingly, SpinCo’s management has not historically used adjusted EBITDA, or any other non-GAAP financial measure, in monitoring or evaluating the performance of SpinCo on a standalone basis. As described in Note 18 to the combined financial statements of SpinCo included elsewhere in this prospectus, the chief operating decision maker uses net income to assess the performance of the Mobility Business and to determine resource allocations, and does not use adjusted EBITDA for those purposes. Adjusted EBITDA is included in this prospectus because Eaton and SpinCo believe it provides investors with additional useful information to measure the performance of the Mobility Business. In particular:

 

•

Comparability of results across periods. Restructuring program charges were $31 million, $65 million and $13 million, and acquisition integration and divestiture charges were $23 million, $10 million and $34 million, in 2025, 2024 and 2023, respectively. These charges vary with the timing of Eaton’s restructuring initiatives and acquisition and divestiture activity rather than with the commercial performance of the Mobility Business. Excluding them permits investors to compare results from period to period on a more consistent basis and to identify underlying trends.

 

•

Effect of Eaton’s tax position and capital structure. Income taxes reflected in SpinCo’s combined financial statements were determined on a standalone basis as if SpinCo were a separate taxpayer in each country in which it operates, and do not reflect the legal entity structure, tax attributes or financing arrangements that the combined company will have following the Distribution and the Closing. The periods presented likewise reflect net interest income arising under Eaton’s cash management arrangements, and do not reflect the interest expense that SpinCo and the combined company will incur on the indebtedness to be incurred in connection with the Transactions, including to fund the SpinCo Cash Payment. Excluding these items permits investors to evaluate operating performance separately from a capital structure and tax profile that will change as a result of the Transactions.

 

•

Effect of non-cash charges. Depreciation and amortization are non-cash charges that reflect the historical cost of property, plant and equipment and of intangible assets recognized in acquisitions completed by Eaton, rather than current operating activity. Excluding these non-cash charges permits investors to assess the operating performance of the Mobility Business.

 

•

Comparison to other companies in the industry. Adjusted EBITDA is used by securities analysts and investors in evaluating the financial performance of Tier 1 automotive suppliers. Presenting adjusted EBITDA of the Mobility Business permits investors to consider the Mobility Business alongside other companies in the industry, subject to differences in the method of calculation.

Adjusted EBITDA is not a recognized term under GAAP and should not be considered in isolation or as a substitute for, or superior to, net income (loss) derived in accordance with GAAP or any other generally accepted accounting principles. The use of the term “adjusted EBITDA” may not be comparable to similarly titled measures used by other companies or persons due to potential differences in the method of calculation.

Adjusted EBITDA has limitations as an analytical tool. For example:

 

•

it does not reflect changes in, or cash requirements for, the Mobility Business’ working capital needs;

 

•

it does not reflect interest expense or the cash requirements necessary to service the indebtedness that SpinCo and the combined company will incur in connection with the Transactions;

 

•

it does not reflect the Mobility Business’ tax expense or the cash requirements to pay its taxes;

 

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•

it does not reflect the historical cash expenditures or future requirements for capital expenditures or contractual commitments;

 

•

it does not reflect certain non-cash expenses, such as depreciation and amortization; and

 

•

it does not reflect any cash requirements for future replacements of assets that are being depreciated and amortized.

You should compensate for these limitations by relying primarily on the financial statements of SpinCo that are included in this prospectus, and using adjusted EBITDA only as a supplement to evaluate the performance of the Mobility Business. For reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure.”

 

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EXCHANGE OFFER

Terms of This Exchange Offer

General

Eaton is offering to redeem all or a portion of the Eaton Ordinary Shares that are validly tendered and not properly withdrawn before 11:59 p.m., New York City time, on      , 2027, unless this Exchange Offer is extended, terminated or amended, in exchange for the issuance of shares of SpinCo common stock, at an exchange ratio to be calculated in the manner described below, on the terms and subject to the conditions and limitations described below and in the letter of transmittal (including the instructions thereto) filed as an exhibit to the registration statement of which this prospectus forms a part. The last day on which tenders will be accepted, whether on      , 2027 or any later date to which this Exchange Offer is extended, is referred to in this prospectus as the “expiration date.” You may tender all, some or none of your Eaton Ordinary Shares.

Eaton currently expects that approximately      shares of SpinCo common stock will be available in this Exchange Offer. The number of Eaton Ordinary Shares that will be accepted for exchange if this Exchange Offer is completed will depend on the final exchange ratio, the number of shares of SpinCo common stock offered and the number of Eaton Ordinary Shares tendered.

Eaton’s obligation to complete this Exchange Offer is subject to important conditions that are described in “—Conditions to Consummation of this Exchange Offer.”

For each Eaton Ordinary Share that you validly tender in this Exchange Offer and do not properly withdraw and that is accepted for exchange, you will receive a number of shares of SpinCo common stock at a      % discount to the per-share value of Dana common stock, calculated as set forth below, subject to an upper limit of      shares of SpinCo common stock per Eaton Ordinary Share. Stated another way, subject to the upper limit described below, for each $100 of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer, you will receive approximately $     of SpinCo common stock.

The per-share value will be equal to:

 

•

with respect to Eaton Ordinary Shares, the simple arithmetic average of the daily VWAP of Eaton Ordinary Shares on the NYSE for each of the Valuation Dates, as reported by Bloomberg L.P. displayed under the heading Bloomberg VWAP on the Bloomberg page “ETN UN<Equity>AQR” (or its equivalent successor page if such page is not available); and

 

•

with respect to SpinCo common stock, the simple arithmetic average of the daily VWAP of Dana common stock on the NYSE for each of the Valuation Dates, as reported by Bloomberg L.P. displayed under the heading Bloomberg VWAP on the Bloomberg page “DAN UN<Equity>AQR” (or its equivalent successor page if such page is not available).

The daily VWAP provided by Bloomberg L.P. may be different from other sources of volume-weighted average prices or investors’ or security holders’ own calculations of volume-weighted average prices. Eaton will determine such calculations of the per-share value of Eaton Ordinary Shares and the per-share value of SpinCo common stock, and such determination will be final.

If the upper limit on the number of shares of SpinCo common stock that can be received for each Eaton Ordinary Share tendered and accepted for exchange is in effect, then the exchange ratio will be fixed at the limit.

Upper Limit

The number of shares of SpinCo common stock you can receive in this Exchange Offer may be subject to an upper limit of      shares of SpinCo common stock for each Eaton Ordinary Share accepted for exchange

 

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in this Exchange Offer. If the upper limit is in effect, an Eaton shareholder will receive less (and could receive much less) than $     of SpinCo common stock for each $100 of Eaton Ordinary Shares that such shareholder validly tenders, that is not properly withdrawn and that is accepted for exchange in this Exchange Offer. This upper limit was calculated based on a      % discount for shares of SpinCo common stock based on the closing price of Eaton Ordinary Shares on the NYSE and Dana common stock on the NYSE, in each case on      , 2027, the trading day immediately preceding the commencement of the Exchange Offer.

Eaton set this limit to ensure that an unusual or unexpected drop in the trading price of Dana common stock, relative to the trading price of Eaton Ordinary Shares, would not result in an unduly high number of shares of SpinCo common stock being exchanged for each Eaton Ordinary Share accepted for exchange in this Exchange Offer.

Pricing Mechanism

The terms of this Exchange Offer are designed to result in your receiving $     of SpinCo common stock for each $100 of your Eaton Ordinary Shares validly tendered, not properly withdrawn and accepted for exchange in this Exchange Offer based on the calculated per-share values described above (subject to the discussion regarding share price movements of Eaton Ordinary Shares or Dana common stock in the two days following the Valuation Dates, see “—Final Exchange Ratio.”) This Exchange Offer does not provide for a minimum exchange ratio because a minimum exchange ratio could result in the shares of SpinCo common stock exchanged for each $100 of Eaton Ordinary Shares being valued higher than approximately $     . Regardless of the final exchange ratio, the terms of this Exchange Offer would always result in your receiving approximately $     of SpinCo common stock for each $100 of your Eaton Ordinary Shares validly tendered, not properly withdrawn and accepted for exchange in this Exchange Offer, so long as the upper limit is not in effect, and based on the calculated per-share values described above. See the table on page 91 for purposes of illustration.

Subject to the upper limit described above, for each $100 of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer, you will receive approximately $     of SpinCo common stock. The following formula will be used to calculate the number of shares of SpinCo common stock you will receive for your Eaton Ordinary Shares accepted for exchange in this Exchange Offer:

 

Number of shares of SpinCo common stock		=		Number of Eaton Ordinary Shares tendered and accepted for exchange, multiplied by the lesser of:		(a)       (the upper limit)		and		(b) 100% of the calculated per-share value of Eaton Ordinary Shares divided by      % of the calculated per-share value of SpinCo common stock (calculated as described below)

The calculated per-share value of a share of Eaton Ordinary Shares for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of Eaton Ordinary Shares on the NYSE on each of the Valuation Dates. The calculated per-share value of a share of SpinCo common stock for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of Dana common stock on the NYSE on each of the Valuation Dates.

To help illustrate the way this calculation works, below are two examples:

Example 1: Assuming that the average of the daily VWAP on the Valuation Dates is $     per Eaton Ordinary Share and $     per share of Dana common stock, you would receive      ($     divided by      % of $     ) shares of SpinCo common stock for each share of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer. In this example, the upper limit of      shares of SpinCo common stock for each Eaton Ordinary Share would not apply.

 

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Example 2: Assuming that the average of the daily VWAP on the Valuation Dates is $     per Eaton Ordinary Share and $     per share of Dana common stock, the upper limit would apply, and you would only receive      shares of SpinCo common stock for each share of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer, because the upper limit is less than      ($     divided by      % of $     ) shares of SpinCo common stock for each Eaton Ordinary Share.

Indicative Per-Share Values

Indicative exchange ratios, calculated per-share values of Eaton Ordinary Shares and calculated per-share values of SpinCo common stock will be made available on each trading day during this Exchange Offer prior to the third Valuation Date, commencing after the close of trading on the third trading day during this Exchange Offer, and may be obtained by contacting the information agent at the toll-free number provided on the back cover of this prospectus. In addition, a website will be maintained at      .com that provides indicative exchange ratios, calculated per-share values of Eaton Ordinary Shares and calculated per-share values of SpinCo common stock.

From the commencement of this Exchange Offer until the first Valuation Date, the website will show the indicative calculated per-share values, as applicable, calculated as though that day were the expiration date of this Exchange Offer, of (i) Eaton Ordinary Shares, which will equal the simple arithmetic average of the daily VWAP of Eaton Ordinary Shares, as calculated by Eaton, on each of the three most recent prior full trading days and (ii) SpinCo common stock, which will equal the simple arithmetic average of the daily VWAP of Dana common stock, as calculated by Eaton, on each of the three most recent prior full trading days.

On the first two Valuation Dates, when the values of Eaton Ordinary Shares and SpinCo common stock are calculated for the purposes of this Exchange Offer, the indicative calculated per-share values of Eaton Ordinary Shares and the indicative calculated per-share values of SpinCo common stock, as calculated by Eaton, will each equal (i) after the close of trading on the NYSE on the first Valuation Date, the VWAPs for that day, and (ii) after the close of trading on the NYSE on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. No indicative exchange ratio will be published or announced on the third Valuation Date, but the final exchange ratio will be announced by press release and available on the website by 11:59 p.m., New York City time, on the second full trading day immediately preceding the expiration date of this Exchange Offer.

Final Exchange Ratio

The final exchange ratio that shows the number of shares of SpinCo common stock that you will receive for each share of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer will be available at      .com and announced by press release by 11:59 p.m., New York City time, on the second full trading day prior to the expiration date (that is, on      , 2027, unless this Exchange Offer is extended, terminated or amended).

After that time, you may also contact the information agent to obtain the final exchange ratio at its toll-free number provided on the back cover of this prospectus.

Each of the daily VWAPs, calculated per-share values and the final exchange ratio will be rounded to four decimal places.

If Eaton Ordinary Shares or Dana common stock does not trade on any of the Valuation Dates, the calculated per-share value of Eaton Ordinary Shares and the calculated per-share value of SpinCo common stock will be determined using the daily VWAP of Eaton Ordinary Shares and Dana common stock on the preceding full trading day or days, as the case may be, on which both Eaton Ordinary Shares and Dana common stock did trade.

 

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Since the final exchange ratio will be announced by 11:59 p.m., New York City time, on the second full trading day prior to the expiration date of this Exchange Offer, you will be able to tender or withdraw your Eaton Ordinary Shares after the final exchange ratio is determined. For more information on validly tendering and properly withdrawing your shares, see “—Procedures for Tendering” and “—Withdrawal Rights.”

For the purposes of illustration, the table below indicates the number of shares of SpinCo common stock that you would receive per share of your Eaton Ordinary Shares accepted for exchange in this Exchange Offer, calculated on the basis described above and taking into account the upper limit described above, assuming a range of averages of the daily VWAP of Eaton Ordinary Shares and Dana common stock on the Valuation Dates. The first row of the table below shows the indicative calculated per-share value of Eaton Ordinary Shares, the indicative calculated per-share value of SpinCo common stock and the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on      , based on the daily VWAPs of Eaton Ordinary Shares and Dana common stock on      ,      and      . The table also shows the effects of a 10% increase or decrease in either or both the calculated per-share value of Eaton Ordinary Shares and the calculated per-share value of SpinCo common stock based on changes relative to the values of      , 2027.

 

Eaton Ordinary Shares

Dana Common Stock

Calculated Per-Share Value of Eaton Ordinary Shares (A)

Calculated Per- Share Value of SpinCo Common Stock (Before the      % Discount) (B)

Shares of SpinCo Common Stock To Be Received Per Eaton Ordinary Share Tendered and Accepted for Exchange (the Exchange Ratio) (C)

Calculated Value Ratio (D)

As of    , 2027

As of    , 2027

Down 10%

Up 10%

Down 10%

Unchanged

Down 10%

Down 10%

Unchanged

Up 10%

Unchanged

Down 10%(1)(2)

Up 10%

Up 10%

Up 10%

Unchanged(1)(3)

Up 10%

Down 10%(1)(4)

(A)	As of      , 2027, the calculated per-share value of Eaton Ordinary Shares equals the simple arithmetic average of daily VWAPs on each of the three most recent prior trading dates ($     , $     and $     ).

(B)	As of      , the calculated per-share value of SpinCo common stock equals the simple arithmetic average of daily Dana VWAPs on each of the three most recent prior trading dates ($     , $     and $     ).

(C)	Equal to (i) the amount calculated as A / (B*(1-     %)) or (ii) the upper limit, whichever is less.

(D)	The calculated value ratio equals (i) the calculated per-share value of SpinCo common stock (B) multiplied by the exchange ratio (C), divided by (ii) the calculated per-share value of Eaton Ordinary Shares (A), rounded to three decimal places.

 

(1)

In this scenario, Eaton would announce that the upper limit on the number of shares of SpinCo common stock that can be received for each Eaton Ordinary Share tendered is in effect no later than 11:59 p.m., New York City time, on the second trading day prior to the expiration date, and that the exchange ratio will be fixed at the upper limit.

(2)	In this scenario, the upper limit is in effect. Absent the upper limit, the exchange ratio would have been      shares of SpinCo common stock per Eaton Ordinary Share validly tendered and accepted in this Exchange Offer.

 

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(3)	In this scenario, the upper limit is in effect. Absent the upper limit, the exchange ratio would have been      shares of SpinCo common stock per Eaton Ordinary Share validly tendered and accepted in this Exchange Offer.

(4)

In this scenario, the upper limit is in effect. Absent the upper limit, the exchange ratio would have been      shares of SpinCo common stock per Eaton Ordinary Share validly tendered and accepted in this Exchange Offer. In this scenario, tendering Eaton shareholders would receive less than $100 in value of SpinCo common stock for each $100 in value of Eaton Ordinary Shares.

For example, if the calculated per-share value of Eaton Ordinary Shares was $     (the highest closing price for Eaton Ordinary Shares on the NYSE during the three-month period ending on the second to last full trading day prior to commencement of this Exchange Offer) and the calculated per-share value of SpinCo common stock was $     (the lowest closing price for Dana common stock on the NYSE during that three-month period), the value of SpinCo common stock, based on the Dana common stock price, received for Eaton Ordinary Shares accepted for exchange in this Exchange Offer would be approximately $     for each $100 of Eaton Ordinary Shares accepted for exchange in this Exchange Offer.

If the trading price of Eaton Ordinary Shares were to increase during the last two full trading days prior to the expiration of this Exchange Offer, the average per-share value of Eaton Ordinary Shares used to calculate the exchange ratio would likely be lower than the closing price of Eaton Ordinary Shares on the expiration date of this Exchange Offer.

As a result, you would receive fewer shares of SpinCo common stock for each $100 of Eaton Ordinary Shares than you would have received if that per-share value were calculated on the basis of the closing price of Eaton Ordinary Shares on the expiration date of this Exchange Offer. Similarly, if the trading price of Dana common stock were to decrease during the last two full trading days prior to the expiration of this Exchange Offer, the average per-share value of SpinCo common stock used to calculate the exchange ratio would likely be higher than the closing price of Dana common stock on the expiration date of this Exchange Offer. This could also result in your receiving fewer shares of SpinCo common stock and, therefore, effectively fewer shares of Dana common stock, for each $100 of your Eaton Ordinary Shares than you would have received if that per-share value were calculated on the basis of the closing price of Dana common stock on the expiration date of this Exchange Offer.

The number of Eaton Ordinary Shares that may be accepted for exchange in this Exchange Offer may be subject to proration. Depending on the number of Eaton Ordinary Shares validly tendered and not properly withdrawn in this Exchange Offer and the final exchange ratio, determined as described above, Eaton may have to limit the number of Eaton Ordinary Shares that it accepts for exchange in this Exchange Offer through a proration process. Any proration of the number of shares accepted for exchange in this Exchange Offer will be determined on the basis of the proration mechanics described in “—Proration; Tenders for Exchange by Holders of Fewer than 100 Eaton Ordinary Shares.”

This prospectus and related documents are being sent to persons who directly held Eaton Ordinary Shares on      , 2027 and brokers, banks and similar persons whose names or the names of whose nominees appear on Eaton’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Eaton Ordinary Shares.

Proration; Tenders for Exchange by Holders of Fewer than 100 Eaton Ordinary Shares

If, upon the expiration of this Exchange Offer, Eaton shareholders have validly tendered and not properly withdrawn more Eaton Ordinary Shares than Eaton elects to redeem (taking into account the exchange ratio and the total number of shares of SpinCo common stock intended to be issued as part of the Exchange Offer), Eaton will redeem the Eaton Ordinary Shares validly tendered and not properly withdrawn by each tendering shareholder on a pro rata basis, based on the proportion that the total number of Eaton Ordinary Shares to be

 

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accepted for exchange bears to the total number of Eaton Ordinary Shares validly tendered and not properly withdrawn (rounded to the nearest whole number of Eaton Ordinary Shares), and subject to any adjustment necessary to ensure the exchange of all shares of SpinCo common stock being offered by Eaton in this Exchange Offer, except for tenders of odd lots, as described below.

Except as otherwise provided in this section, beneficial holders (other than for Eaton Ordinary Shares under the Eaton 401(k) Savings Plans) of fewer than 100 Eaton Ordinary Shares who validly tender all of their shares will not be subject to proration if this Exchange Offer is oversubscribed. Beneficial holders of 100 or more Eaton Ordinary Shares are not eligible for this preference.

Any beneficial holder of fewer than 100 Eaton Ordinary Shares (other than for Eaton Ordinary Shares under the Eaton 401(k) Savings Plans) who wishes to tender all of such beneficial holder’s Eaton Ordinary Shares in this Exchange Offer must complete the section entitled “Odd-Lot Shares” on the letter of transmittal. If your odd-lot shares are held by a broker for your account, you can contact your broker and request the preferential treatment.

Eaton will announce the preliminary proration factor for this Exchange Offer at      .com and separately by press release promptly after the expiration of this Exchange Offer. Upon determining the number of Eaton Ordinary Shares validly tendered for exchange, Eaton will announce the final results of this Exchange Offer, including the final proration factor for this Exchange Offer.

Any Eaton Ordinary Shares not accepted for exchange in this Exchange Offer as a result of proration or otherwise will be returned to the tendering stockholder promptly after the final proration factor for this Exchange Offer is determined.

For purposes of this Exchange Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Fractional Shares

Fractional shares of SpinCo common stock will not be issued in the Distribution. Instead, Eaton shareholders who would otherwise be entitled to receive a fractional share of SpinCo common stock (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) will receive cash in lieu of such fractional share. The Distribution Exchange Agent will aggregate all fractional shares that would otherwise be issuable to Eaton shareholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Distribution Exchange Agent will make the net cash proceeds of such sales (after any tax withholding and reduced by any agent fees attributable to such sale) available, without interest, to Eaton shareholders that would otherwise have been entitled to a fractional share of SpinCo common stock, on a pro rata basis based on such stockholders’ respective fractional interests. SpinCo common stock (including any fractional shares) will be held by the Distribution Exchange Agent for the benefit of Eaton shareholders whose Eaton Ordinary Shares are accepted for exchange in this Exchange Offer and, if this Exchange Offer is completed but not fully subscribed, for distribution in the Clean-Up Spin-Off.

Following the consummation of this Exchange Offer, Merger Sub will be merged with and into Dana, whereby Dana will continue as the surviving corporation and become a direct wholly owned subsidiary of SpinCo. Each share of Dana common stock outstanding immediately prior to the effective time of the Merger (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio, such that immediately following the Merger, Eaton shareholders will own, in the aggregate, 50.1% of the issued and outstanding SpinCo common stock and pre-Merger Dana stockholders will own, in the aggregate, 49.9% of the issued and outstanding SpinCo common stock, in each case on a fully diluted basis. No fractional shares of SpinCo common stock will be issued to Dana stockholders in connection with the Merger. Instead, Dana stockholders who would

 

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otherwise be entitled to receive a fractional share of SpinCo common stock (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) will receive cash in lieu of such fractional share. The Merger Distribution Agent will aggregate all fractional shares that would otherwise be issuable to Dana stockholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Distribution Agent will make the net cash proceeds of such sales (after any tax withholding and reduced by any agent fees attributable to such sale) available, without interest, to Dana stockholders that would otherwise have been entitled to a fractional share of SpinCo common stock, on a pro rata basis based on such stockholders’ respective fractional interests.

Participants who have the right to direct the exchange of Eaton Ordinary Shares attributable to their investment in the Eaton stock fund under the Eaton 401(k) Savings Plans should refer to the special instructions provided to them by or on behalf of their applicable plan administrator or other plan fiduciary for information that is specific to the Eaton 401(k) Savings Plans, including fractional shares.

Exchange of Eaton Ordinary Shares

Upon the terms and subject to the conditions of this Exchange Offer (including, if this Exchange Offer is extended or amended, the terms and conditions of the extension or amendment), Eaton will elect to redeem, in exchange for the issuance of shares of SpinCo common stock, the Eaton Ordinary Shares validly tendered, and not properly withdrawn, prior to the expiration of this Exchange Offer, promptly after the expiration date.

The exchange of Eaton Ordinary Shares tendered and accepted for exchange pursuant to this Exchange Offer will be made only after timely receipt by the Distribution Exchange Agent of (a) (i) certificates representing all physically tendered Eaton Ordinary Shares or (ii) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those Eaton Ordinary Shares in the Distribution Exchange Agent’s account at The Depository Trust Company, in each case pursuant to the procedures set forth in “—Procedures for Tendering,” (b) the letter of transmittal for Eaton Ordinary Shares, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer through The Depository Trust Company, an agent’s message and (c) any other required documents.

For purposes of this Exchange Offer, Eaton will be deemed to have accepted for exchange, and thereby exchanged, Eaton Ordinary Shares validly tendered and not properly withdrawn if and when Eaton notifies the Distribution Exchange Agent of its acceptance of the tenders of those Eaton Ordinary Shares pursuant to this Exchange Offer.

Upon the consummation of this Exchange Offer, Eaton will deliver to the Distribution Exchange Agent a book-entry authorization representing (a) all of the shares of SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold those shares of SpinCo common stock as agent for the holders of Eaton Ordinary Shares validly tendered, not properly withdrawn and accepted for exchange in this Exchange Offer and (b) in the case of the Clean-Up Spin-Off, if any, all of the shares of SpinCo common stock being issued in the Clean-Up Spin-Off to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after the consummation of this Exchange Offer (as described in “—Distribution of SpinCo Common Stock Remaining After This Exchange Offer”), with instructions to hold those shares of SpinCo common stock as agent for such Eaton shareholders.

If Eaton does not accept for exchange any tendered Eaton Ordinary Shares for any reason pursuant to the terms and conditions of this Exchange Offer, the Distribution Exchange Agent (a) in the case of Eaton Ordinary Shares held in certificated form, will return certificates representing such shares without expense to the tendering stockholder and (b) in the case of shares tendered by book-entry transfer pursuant to the procedures set forth below in the section entitled “—Procedures for Tendering,” such shares will be credited to an account maintained within The Depository Trust Company, in each case promptly following expiration or termination of this Exchange Offer.

 

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Procedures for Tendering

Shares Held in Certificated Form/Book-Entry DRS

If you hold certificates representing Eaton Ordinary Shares, you must deliver to the Distribution Exchange Agent a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents. If you hold certificates representing Eaton Ordinary Shares, you must also deliver to the Distribution Exchange Agent the certificates representing the Eaton Ordinary Shares tendered. The Distribution Exchange Agent’s address is listed on the letter of transmittal. Since certificates are not issued for DRS shares, you do not need to deliver any certificates representing those shares to the Distribution Exchange Agent.

Shares Held Through a Bank, Broker or Other Nominee

If you hold Eaton Ordinary Shares through a bank, broker or other nominee and wish to tender your Eaton Ordinary Shares in this Exchange Offer, you should follow the instructions sent to you separately by that institution. In this case, you should not use a letter of transmittal to direct the tender of your Eaton Ordinary Shares. If that institution holds Eaton Ordinary Shares through The Depository Trust Company, it must notify The Depository Trust Company and cause it to transfer the shares into the Distribution Exchange Agent’s account in accordance with The Depository Trust Company’s procedures. The institution must also ensure that the Distribution Exchange Agent receives an agent’s message from The Depository Trust Company confirming the book-entry transfer of your Eaton Ordinary Shares. A tender by book-entry transfer will be completed upon receipt by the Distribution Exchange Agent of an agent’s message, book-entry confirmation from The Depository Trust Company and any other required documents.

The term “agent’s message” means a message, transmitted by The Depository Trust Company to, and received by, the Distribution Exchange Agent and forming a part of a book-entry confirmation, which states that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the Eaton Ordinary Shares which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto) and that Eaton may enforce that agreement against the participant.

The Distribution Exchange Agent will establish an account with respect to the Eaton Ordinary Shares at The Depository Trust Company for purposes of this Exchange Offer, and any U.S. eligible institution that is a participant in The Depository Trust Company may make book-entry delivery of Eaton Ordinary Shares by causing The Depository Trust Company to transfer such shares into the Distribution Exchange Agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedure for the transfer. Delivery of documents to The Depository Trust Company does not constitute delivery to the Distribution Exchange Agent.

Shares Held in the Eaton 401(k) Savings Plans

Under the rules of the Eaton 401(k) Savings Plans, participants have the right to direct the trustee of such plans that all, some or none of the Eaton Ordinary Shares attributable to their units in the Eaton stock fund under the Eaton 401(k) Savings Plans be exchanged. Participants in the Eaton 401(k) Savings Plans should follow the special instructions that will be sent to them by or on behalf of their applicable plan administrator or other plan fiduciary regarding directing the trustee. A participant’s directions will be held in confidence by the trustee and will not be divulged to Eaton or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the trustee’s services. The trustee will exchange or not exchange shares of Eaton Ordinary Shares as directed by the participant. Except as required by law, the trustee will not exchange shares of Eaton Ordinary Shares reflecting a participant’s proportional interest in the Eaton stock fund for which it has received no direction from the participant.

General Instructions

Do not send letters of transmittal and certificates representing Eaton Ordinary Shares to Eaton, Dana, SpinCo or the information agent. Letters of transmittal for Eaton Ordinary Shares and certificates

 

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representing Eaton Ordinary Shares should be sent to the Distribution Exchange Agent at an address listed on the letter of transmittal. Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity who sign a letter of transmittal or any certificates or stock powers must indicate the capacity in which they are signing and must submit evidence of their power to act in that capacity unless waived by Eaton.

Whether you tender your Eaton Ordinary Shares by delivery of certificates or through your broker, the Distribution Exchange Agent must receive the letter of transmittal for Eaton Ordinary Shares and the certificates representing your Eaton Ordinary Shares, if applicable, at the address set forth on the back cover of this prospectus prior to the expiration of this Exchange Offer. Alternatively, in case of a book-entry transfer of Eaton Ordinary Shares through The Depository Trust Company, the Distribution Exchange Agent must receive the agent’s message and a book-entry confirmation prior to the expiration of this Exchange Offer.

Letters of transmittal for Eaton Ordinary Shares and certificates representing Eaton Ordinary Shares must be received by the Distribution Exchange Agent. Please read carefully the instructions to the letter of transmittal you have been sent. You should contact the information agent if you have any questions regarding tendering your Eaton Ordinary Shares.

Signature Guarantees

Signatures on all letters of transmittal for Eaton Ordinary Shares must be guaranteed by a firm that is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (we refer to each of the foregoing as a U.S. eligible institution), except in cases in which Eaton Ordinary Shares are tendered for the account of a U.S. eligible institution.

If the certificates representing Eaton Ordinary Shares are registered in the name of a person other than the person who signs the letter of transmittal, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed by a U.S. eligible institution.

Guaranteed Delivery Procedures

If you wish to tender Eaton Ordinary Shares pursuant to this Exchange Offer but (a) your certificates are not immediately available, (b) you cannot deliver the shares or other required documents to the Distribution Exchange Agent before the expiration of this Exchange Offer or (c) you cannot comply with the procedures for book-entry transfer through The Depository Trust Company on a timely basis, you may still tender your Eaton Ordinary Shares, so long as all of the following conditions are satisfied:

 

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you must make your tender by or through a U.S. eligible institution;

 

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before the expiration of this Exchange Offer, the Distribution Exchange Agent must receive a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Eaton, in the manner provided below; and

 

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no later than 5:00 p.m. on the second NYSE trading day after the date of execution of such notice of guaranteed delivery, the Distribution Exchange Agent must receive: (a) (i) certificates representing all physically tendered Eaton Ordinary Shares or (ii) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those Eaton Ordinary Shares in the Distribution Exchange Agent’s account at The Depository Trust Company, (b) a letter of transmittal for Eaton Ordinary Shares properly completed and duly executed (including any signature guarantees that may be required) or, in the case of shares delivered by book-entry transfer through The Depository Trust Company, an agent’s message and (c) any other required documents.

 

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Registered stockholders (including any participant in The Depository Trust Company whose name appears on a security position listing of The Depository Trust Company as the owner of Eaton Ordinary Shares) may transmit the notice of guaranteed delivery by mail to the Distribution Exchange Agent. If you hold Eaton Ordinary Shares through a bank, broker or other nominee, that institution must submit any notice of guaranteed delivery on your behalf.

Effect of Tenders

A tender of Eaton Ordinary Shares pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of this Exchange Offer as well as your representation and warranty to Eaton that (1) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all other Eaton Ordinary Shares or other securities issued or issuable in respect of such shares), (2) when the same are accepted for exchange, Eaton will acquire good and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, and (3) you have a “net long position” in Eaton Ordinary Shares or equivalent securities at least equal to the Eaton Ordinary Shares being tendered, within the meaning of Rule 14e-4 under the Exchange Act, and such tender of shares complies with Rule 14e-4 under the Exchange Act.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender Eaton Ordinary Shares for such person’s own account unless, at the time of tender, the person so tendering (1) has a net long position equal to or greater than the amount of (a) Eaton Ordinary Shares tendered or (b) other securities immediately convertible into or exchangeable or exercisable for the Eaton Ordinary Shares tendered and such person will acquire such shares for tender by conversion, exchange or exercise and (2) will cause such shares to be delivered in accordance with the terms of this prospectus. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The exchange of Eaton Ordinary Shares validly tendered and accepted for exchange pursuant to this Exchange Offer will be made only after timely receipt by the Distribution Exchange Agent of (a) (i) certificates representing all physically tendered Eaton Ordinary Shares or (ii) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those Eaton Ordinary Shares in the Distribution Exchange Agent’s account at The Depository Trust Company, (b) the letter of transmittal for Eaton Ordinary Shares, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer through The Depository Trust Company, an agent’s message and (c) any other required documents.

Appointment of Attorneys-in-Fact and Proxies

By executing a letter of transmittal as set forth above, you irrevocably appoint Eaton’s designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your Eaton Ordinary Shares tendered and accepted for exchange by Eaton and with respect to any and all other Eaton Ordinary Shares and other securities issued or issuable in respect of the Eaton Ordinary Shares on or after the expiration of this Exchange Offer. That appointment is effective when and only to the extent that Eaton deposits the shares of SpinCo common stock for the Eaton Ordinary Shares that you have tendered with the Distribution Exchange Agent. All such proxies will be considered coupled with an interest in the tendered Eaton Ordinary Shares and therefore will not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked and you may not give any subsequent proxies (and, if given, they will not be deemed effective). Eaton’s designees will, with respect to the Eaton Ordinary Shares for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper. Eaton reserves the right to require that, in order for Eaton Ordinary Shares to be deemed validly tendered, immediately upon Eaton’s acceptance for exchange of those Eaton Ordinary Shares, Eaton must be able to exercise full voting rights with respect to such shares.

 

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Determination of Validity

Eaton will determine questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Eaton Ordinary Shares, in Eaton’s sole discretion, and its determination will be final and binding. Eaton reserves the absolute right to reject any and all tenders of Eaton Ordinary Shares that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. In the event a shareholder of Eaton disagrees with such determination, he or she may seek to challenge such determination in a court of competent jurisdiction. Eaton also reserves the absolute right to waive any of the conditions of this Exchange Offer, or any defect or irregularity in the tender of any Eaton Ordinary Shares. No tender of Eaton Ordinary Shares is valid until all defects and irregularities in tenders of Eaton Ordinary Shares have been cured or waived. Neither Eaton nor the Distribution Exchange Agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in the tender of any Eaton Ordinary Shares or will incur any liability for failure to give any such notification. Eaton’s interpretation of the terms and conditions of this Exchange Offer (including the letter of transmittal and instructions thereto) will be final and binding. Notwithstanding the foregoing, Eaton shareholders may challenge any such determination in a court of competent jurisdiction.

Binding Agreement

The tender of Eaton Ordinary Shares pursuant to any of the procedures described above, together with Eaton’s acceptance for exchange of such shares pursuant to the procedures described above, will constitute a binding agreement between Eaton and you upon the terms of, and subject to the conditions to, this Exchange Offer.

The method of delivery of share certificates of Eaton Ordinary Shares and all other required documents, including delivery through The Depository Trust Company, is at your option and risk, and the delivery will be deemed made only when actually received by the Distribution Exchange Agent. If delivery is by mail, it is recommended that you use registered mail with return receipt requested, properly insured. In all cases, you should allow sufficient time to ensure timely delivery.

Partial Tenders

If you tender fewer than all the Eaton Ordinary Shares evidenced by any share certificate you deliver to the Distribution Exchange Agent, then you will need to fill in the number of shares that you are tendering in the table on the second page of the letter of transmittal. In those cases, as soon as practicable after the expiration of this Exchange Offer, the Distribution Exchange Agent will credit the remainder of the shares of common stock that were evidenced by the certificate(s) but not tendered to a DRS account in the name of the registered holder maintained by Eaton’s transfer agent. Unless you indicate otherwise in your letter of transmittal, all of the Eaton Ordinary Shares represented by share certificates you deliver to the Distribution Exchange Agent will be deemed to have been validly tendered. No share certificates are expected to be delivered to you, including in respect of any shares delivered to the Distribution Exchange Agent that were previously in certificated form, except for share certificates representing shares not accepted for exchange in this Exchange Offer.

Treatment of Eaton Ordinary Shares Held Under the Eaton 401(k) Savings Plans

Eaton Ordinary Shares attributable to participant investment in the Eaton stock fund under the Eaton 401(k) Savings Plans are eligible for participation in this Exchange Offer. As applicable under the rules of the Eaton 401(k) Savings Plans, participants have the right to direct the trustee of such plans that all, some or none of the Eaton Ordinary Shares attributable to their units in the Eaton stock fund in the Eaton 401(k) Savings Plans be exchanged. Participants in the Eaton 401(k) Savings Plans should follow the special instructions that will be sent to them by or on behalf of their applicable plan administrator or other plan fiduciary regarding directing the trustee. A participant’s directions will be held in confidence by the trustee and will not be divulged to Eaton

 

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Corporation, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the trustee’s services. The trustee will exchange or not exchange shares of Eaton Ordinary Shares as directed by the participant. Except as required by law, the trustee will not exchange shares of Eaton Ordinary Shares reflecting a participant’s proportional interest in the Eaton stock fund for which it has received no direction from the participant.

Lost, Stolen or Destroyed Certificates

If your certificate(s) representing Eaton Ordinary Shares have been mutilated, destroyed, lost or stolen and you wish to tender your shares, you may request assistance with the replacement of the certificate(s) by calling      at      . You may also need to complete an affidavit of lost, stolen or destroyed certificate(s) that you may request by calling      at      , post a surety bond for your lost, stolen or destroyed Eaton Ordinary Shares and pay a service fee. Upon completion of the requirements for replacement of your certificate(s) and upon receipt of the completed applicable letter of transmittal your Eaton Ordinary Shares will be considered tendered in this Exchange Offer.

Withdrawal Rights

Eaton Ordinary Shares validly tendered pursuant to this Exchange Offer may be withdrawn at any time before the expiration of this Exchange Offer and unless Eaton has previously accepted such shares for exchange pursuant to this Exchange Offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of this Exchange Offer. Once Eaton accepts Eaton Ordinary Shares for exchange pursuant to this Exchange Offer, your tender is irrevocable.

If you invested in the Eaton stock fund under the Eaton 401(k) Savings Plans, you have the right to direct the trustee of such plans that all, some or none of the Eaton Ordinary Shares attributable to your units in the Eaton stock fund be exchanged. Special instructions will be provided to participants by or on behalf of their applicable plan administrator or other plan fiduciary regarding withdrawal rights. A participant’s directions will be held in confidence by the trustee and will not be divulged to Eaton or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the trustee’s services. The trustee will exchange or not exchange shares of Eaton Ordinary Shares as directed by the participant. Except as required by law, the trustee will not exchange shares of Eaton Ordinary Shares reflecting a participant’s proportional interest in the Eaton stock fund for which it has received no direction from the participant.

For a withdrawal of Eaton Ordinary Shares to be effective, the Distribution Exchange Agent must receive from you a written notice of withdrawal, in the form made available to you, at one of its addresses set forth on the back cover of this prospectus, and your notice must include your name and the number of Eaton Ordinary Shares to be withdrawn, as well as the name of the registered holder, if it is different from that of the person who tendered those shares.

If certificates have been delivered or otherwise identified to the Distribution Exchange Agent, the name of the registered holder and the certificate numbers of the particular certificates evidencing the Eaton Ordinary Shares must also be furnished to the Distribution Exchange Agent, as stated above, prior to the physical release of the certificates. If Eaton Ordinary Shares have been tendered pursuant to the procedures for book-entry tender discussed in “—Procedures for Tendering,” any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with the procedures of The Depository Trust Company.

Eaton will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion, and its decision will be final and binding, subject to the rights of the

 

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tendering stockholders to challenge Eaton’s determination in a court of competent jurisdiction. Neither Eaton nor the Distribution Exchange Agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification.

Any Eaton Ordinary Shares properly withdrawn will be deemed not to have been validly tendered for purposes of this Exchange Offer. However, you may re-tender withdrawn Eaton Ordinary Shares by following one of the procedures discussed in “—Procedures for Tendering” at any time prior to the expiration of this Exchange Offer (or pursuant to the instructions sent to you separately).

Book-Entry Accounts

Certificates representing shares of SpinCo common stock will not be issued to tendering holders of Eaton Ordinary Shares pursuant to this Exchange Offer. Rather than issuing certificates representing such shares of SpinCo common stock to tendering holders of Eaton Ordinary Shares, the Distribution Exchange Agent will cause the shares of SpinCo common stock to be credited to book-entry account records maintained by the Distribution Exchange Agent for the benefit of the respective tendering holders. Following the consummation of this Exchange Offer, Merger Sub will be merged with and into Dana in the Merger and each share of Dana common stock will be converted into the right to receive SpinCo common stock and cash in lieu of any fractional share of SpinCo common stock to which such stockholder would otherwise have been entitled. In connection with this Exchange Offer and the Merger, you will receive a letter of transmittal and instructions for use in obtaining the shares of SpinCo common stock and cash in lieu of any fractional shares of SpinCo common stock, if any, that you are entitled to receive in the Merger.

As promptly as practicable following Eaton’s determination and the notice of the final proration factor, if any, the Distribution Exchange Agent will determine the shares of SpinCo common stock that Eaton shareholders are entitled to receive in this Exchange Offer or the Clean-Up Spin-Off (in the event this Exchange Offer is not fully subscribed). As promptly as practicable following the Merger, the Merger Distribution Agent will deliver to such Dana stockholders a book-entry authorization representing the number of whole shares of SpinCo common stock into which such shares of Dana common stock have been converted pursuant to the Merger and will make available to such Dana stockholders the cash, if any, such stockholders are entitled to receive in lieu of any fractional shares of SpinCo common stock in accordance with the Merger Agreement.

Extension; Termination; Amendment

Extension, Termination or Amendment by Eaton

Subject to its compliance with the Merger Agreement, Eaton expressly reserves the right, in its sole discretion, at any time and from time to time to extend the period of time during which this Exchange Offer is open and thereby delay acceptance for exchange of, and the exchange of, any Eaton Ordinary Shares validly tendered and not properly withdrawn in this Exchange Offer. For example, this Exchange Offer can be extended if any of the conditions to consummation of this Exchange Offer described in “—Conditions to Consummation of This Exchange Offer” are not satisfied or waived prior to the expiration of this Exchange Offer.

Additionally, Eaton expressly reserves the right, in its sole discretion, to terminate the Exchange Offer, if, at the scheduled expiration of this Exchange Offer, any of the conditions to consummation of this Exchange Offer described in “—Conditions to Consummation of This Exchange Offer” are not satisfied or waived.

If we make a material change in the terms of this Exchange Offer or if we waive a material condition of the Exchange Offer, we will disseminate additional tender offer materials and extend the Exchange Offer to the extent required by Rule 13e-4(e)(3) and Rule 14e-1 of the Exchange Act. The minimum period during which an offer must remain open following changes in the terms of the Exchange Offer, other than as set forth below, will

 

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depend upon the facts and circumstances, including the relative materiality of the changes. If we make a material change to the Exchange Offer, we will extend the Exchange Offer by a minimum of five business days from the date that the material change is disseminated to Eaton shareholders, except as set forth below. The Exchange Offer will be extended so that it remains open for a minimum of ten business days following the announcement of a change in the method for calculating the number of shares of SpinCo common stock offered in exchange for each Eaton Ordinary Share, if this Exchange Offer is scheduled to expire within ten (10) business days of announcing any such change.

Subject to its compliance with the Merger Agreement, Eaton expressly reserves the right, in its sole discretion, to amend the terms of this Exchange Offer in any respect prior to the expiration of this Exchange Offer, except that Eaton does not intend to extend this Exchange Offer other than in the circumstances described above.

If Eaton extends this Exchange Offer, is delayed in accepting for exchange any Eaton Ordinary Shares or is unable to accept for exchange any Eaton Ordinary Shares under this Exchange Offer for any reason, then, without affecting Eaton’s rights under this Exchange Offer, the Distribution Exchange Agent may retain all Eaton Ordinary Shares tendered on Eaton’s behalf. These Eaton Ordinary Shares may not be withdrawn except as provided in “—Withdrawal Rights.”

Eaton’s reservation of the right to delay acceptance for exchange of any Eaton Ordinary Shares is subject to applicable law, which requires that Eaton pay the consideration offered or return the Eaton Ordinary Shares deposited promptly after the termination or withdrawal of this Exchange Offer.

Any such extension, termination or amendment will be followed as promptly as practicable by public announcement thereof by Eaton, which, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Method of Public Announcement

Subject to applicable law (including Rules 13e-4(d), 13e-4(e)(3) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with this Exchange Offer be promptly disclosed to stockholders in a manner reasonably designed to inform them of the change) and without limiting the manner in which Eaton may choose to make any public announcement, Eaton assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by publishing a press release.

Conditions to Consummation of This Exchange Offer

Eaton will not be required to complete and consummate this Exchange Offer and may extend or terminate this Exchange Offer, if, at the scheduled expiration of this Exchange Offer:

 

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the Restructuring (including the SpinCo Cash Payment) having been completed substantially in accordance with an agreed restructuring plan (other than steps contemplated to occur at or after the Distribution);

 

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Eaton’s board of directors having determined that Eaton has sufficient distributable reserves to effect the Distribution, has declared the Distribution and has approved all related transactions, and such declaration has not been withdrawn;

 

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consummation or satisfaction of the SpinCo Cash Payment;

 

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Eaton having received the Eaton Tax Opinions;

 

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no order, injunction or decree issued by any governmental authority, or other legal restraint or prohibition, preventing the consummation of the Distribution or the related transactions, is pending;

 

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•

each of the Employee Matters Agreement, Confirmation of Intellectual Property Assignment, Intellectual Property Cross License Agreement, Trademark License Agreements, Tax Matters Agreement, Real Estate Matters Agreement and Transition Services Agreement has been duly executed by the parties thereto;

 

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an independent appraisal firm having delivered one or more opinions to the boards of directors of Eaton and SpinCo confirming the solvency and surplus of SpinCo after giving effect to the SpinCo Cash Payment and the Distribution, with such opinions in a form and substance reasonably acceptable to Dana and not withdrawn; and

 

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each of the conditions precedent to the consummation of the Merger having been satisfied or waived (other than the condition that the Restructuring and the Distribution have been consummated), in each case other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the Merger.

Each of the foregoing conditions to the consummation of this Exchange Offer is independent of any other condition; the exclusion of any event from a particular condition above does not mean that such event may not be included in another condition.

These conditions, except for the opinion from an independent appraisal firm confirming the solvency and surplus of SpinCo after giving effect to the SpinCo Cash Payment and the consummation of the Distribution, are for the sole benefit of Eaton.

Fees and Expenses

Eaton has retained Georgeson to act as the information agent and Broadridge Corporate Issuer Solutions, LLC to act as the Distribution Exchange Agent in connection with this Exchange Offer. The information agent may contact holders of Eaton Ordinary Shares by mail, e-mail, telephone personal interviews and may request bank, broker and other nominee stockholders to forward materials relating to this Exchange Offer to beneficial owners of Eaton Ordinary Shares. The information agent and the Distribution Exchange Agent each will receive reasonable compensation for its respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against specified liabilities in connection with their services, including liabilities under the federal securities laws.

Neither the information agent nor the Distribution Exchange Agent has been retained to make solicitations or recommendations with respect to this Exchange Offer. The fees they receive will not be based on the number of Eaton Ordinary Shares tendered in this Exchange Offer.

Eaton will not pay any fees or commissions to any bank, broker or other nominee or any other person for soliciting tenders of Eaton Ordinary Shares in this Exchange Offer. Eaton will, upon request, reimburse bank, broker or other nominees for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

No bank, broker or other nominee will be deemed to be Eaton’s agent or the agent of SpinCo, the information agent or the Distribution Exchange Agent for purposes of this Exchange Offer.

Legal Limitations

This prospectus is not an offer to buy, sell or exchange and it is not a solicitation of an offer to buy or sell any shares of SpinCo common stock, Eaton Ordinary Shares or shares of Dana common stock in any jurisdiction in which the offer, sale or exchange is not permitted. After the consummation of this Exchange Offer and prior to the Merger, it will not be possible to trade any shares of SpinCo common stock.

 

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Certain Matters Relating to Non-U.S. Jurisdictions

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. None of Eaton, Dana or SpinCo has taken any action under non-U.S. regulations to facilitate a public offer to exchange the Eaton Ordinary Shares, Dana common stock or SpinCo common stock outside the United States. Accordingly, the ability of any non-U.S. person to tender Eaton Ordinary Shares in this Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in this Exchange Offer without the need for Eaton, Dana or SpinCo to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

Non-U.S. stockholders should consult their advisors in considering whether they may participate in this Exchange Offer in accordance with the laws of their home countries and, if they participate, whether there are any restrictions or limitations on transactions in the Eaton Ordinary Shares, Dana common stock or SpinCo common stock that may apply in their home countries. None of Eaton, Dana or SpinCo can provide any assurance about whether such limitations may exist.

This prospectus is not a prospectus within the meaning of section 1348 of the Irish Companies Act or the EU Prospectus Regulation (Regulation (EU) 2017/1129) of the European Parliament and of the Council. No offer of securities of SpinCo common stock to the public is made, or will be made, in connection with the Distribution or the Separation, that requires the publication of a prospectus pursuant to Irish prospectus law within the meaning of section 1348 of the Irish Companies Act in general, or in particular pursuant to the EU Prospectus Regulation. This prospectus has not been reviewed or approved by the Central Bank of Ireland or any other competent authority in the European Economic Area for the purposes of the EU Prospectus Regulation. This prospectus does not constitute investment advice or the provision of investment services within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (S.I. No. 375 of 2017) (as amended) or otherwise or the Markets in Financial Instruments Directive (2014/65/EU) or otherwise. Neither Eaton nor SpinCo is an authorized investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (S.I. No. 375 of 2017) (as amended) or the Markets in Financial Instruments Directive (2014/65/EU) and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of, or pursuant to, this prospectus.

Distribution of SpinCo Common Stock Remaining After This Exchange Offer

All shares of SpinCo common stock intended to be issued as part of the Exchange Offer that are not exchanged in this Exchange Offer will be issued in the Clean-Up Spin-Off to holders of Eaton Ordinary Shares whose Eaton Ordinary Shares remain outstanding after the consummation of this Exchange Offer. The record date for the Clean-Up Spin-Off, if any, will be announced by Eaton. Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton Ordinary Shares accepted for exchange in this Exchange Offer will with respect to such shares waive their rights to receive, and forfeit any rights to, shares of SpinCo common stock distributed in the Clean-Up Spin-Off.

Upon consummation of this Exchange Offer, Eaton will deliver to the Distribution Exchange Agent a book-entry authorization representing (a) all of the shares of SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of SpinCo common stock as agent for the holders of Eaton Ordinary Shares validly tendered and not properly withdrawn in this Exchange Offer and (b) in the case of a Clean-Up Spin-Off, if any, Eaton shareholders whose Eaton Ordinary Shares remain outstanding after the consummation of this Exchange Offer. Shares of SpinCo common stock will be delivered to Dana stockholders following the effective time of the Merger, pursuant to the procedures determined by the Merger Distribution Agent. See “ —Exchange of Eaton Ordinary Shares.”

 

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INFORMATION ABOUT DANA

Information about Dana

Dana is a world leader in providing power-conveyance and energy-management solutions for on-highway vehicles. Dana’s portfolio improves the efficiency, performance and sustainability of light and commercial vehicles. From axles, driveshafts, transmissions, sealing and thermal products to electrification products including motors, inverters, controllers, e-sealing, e-thermal and digital solutions, Dana enables the propulsion of internal combustion engine, hybrid and electric-powered vehicles by supplying nearly every major on-highway vehicle manufacturer in the world. As of March 31, 2026, Dana employed approximately 26,900 people and operated in 24 countries.

Dana’s technologies include drive systems (axles, driveshafts and transmissions); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems and fuel cell plates); sealing solutions (gaskets, seals, cam covers and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). Dana serves its global light vehicle and medium/heavy vehicle markets through two business units – Light Vehicle Drive Systems (Light Vehicle) and Commercial Vehicle Drive and Motion Systems (Commercial Vehicle). Dana has a diverse customer base and geographic footprint which minimizes its exposure to individual market and segment declines. In fiscal year 2025, 60% of Dana’s sales came from North American operations and 40% from operations throughout the rest of the world. Dana’s sales by operating segment were Light Vehicle – 70% and Commercial Vehicle – 30%.

Dana is headquartered in Maumee, Ohio, and was incorporated in Delaware in 2007. Its principal executive office is at 3939 Technology Drive, Maumee, OH 43537. Dana’s common stock is listed on the NYSE under the ticker symbol “DAN.”

The foregoing information concerning Dana does not purport to be complete. Certain additional information relating to Dana’s business and operations is incorporated by reference in this document from other documents filed by Dana with the SEC and listed under “Where You Can Find Additional Information; Incorporation By Reference” on page 274. If you desire copies of any of these documents, you may contact Dana at its address and phone number indicated under “Where You Can Find Additional Information; Incorporation By Reference” on page 274.

Dana Stockholders’ Meeting

Under the terms of the Merger Agreement, Dana is required to call a meeting of its stockholders for the purpose of voting upon the adoption of the Merger Agreement, as soon as practicable following the date on which the SEC has declared effective the registration statement on Form S-4 being filed by SpinCo to register the shares of SpinCo common stock that will be issued in the Merger.

In connection with the special meeting of its stockholders, and in order to provide Dana’s stockholders with additional information and to seek approval of this matter, Dana will prepare and deliver a proxy statement to its stockholders in accordance with applicable law and its organizational documents.

The Merger Proposal will require the affirmative vote of holders of a majority of the outstanding shares of Dana common stock entitled to vote thereon as of the applicable record date.

As of the close of business on October 15, 2026, the record date for the Dana special meeting of stockholders, Dana directors and executive officers and their affiliates were entitled to vote approximately 1.6% of the outstanding shares of Dana common stock. Dana currently expects that all Dana directors and executive officers will vote their shares in favor of the Merger Proposal, although none of Dana’s directors or executive officers has entered into an agreement requiring them to do so.

 

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INFORMATION ABOUT EATON AND MERGER SUB

Information about Eaton

Eaton is an Irish public limited company and an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. Eaton makes products for the data center, utility, industrial, commercial and institutional, machine building, residential, aerospace and mobility markets. By capitalizing on the global growth trends of electrification and digitalization, Eaton is helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and generations to come. Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of its stakeholders. With revenues of $27.4 billion in 2025, the company serves customers in 180 countries.

Eaton’s principal executive offices are located at Eaton House, 30 Pembroke Road, Dublin 4, Ireland, D04 Y0C2 and its telephone number is +(353) 1637 2900. Eaton’s website address is eaton.com. The website address is for information only and is not intended to be an active link or to be incorporated by reference into or part of this prospectus.

Eaton employed approximately 107,623 people worldwide as of June 30, 2026.

The foregoing information concerning Eaton does not purport to be complete. Certain additional information relating to Eaton’s business, management, executive officer and director compensation, voting securities and certain relationships is incorporated by reference in this document from other documents filed by Eaton with the SEC and listed under “Where You Can Find Additional Information; Incorporation By Reference” on page 274. If you desire copies of any of these documents, you may contact Eaton at its address and phone number indicated under “Where You Can Find Additional Information; Incorporation By Reference” on page 274.

Information About Merger Sub

Merger Sub is a direct, wholly owned subsidiary of SpinCo. Merger Sub was incorporated in the State of Delaware on May 22, 2026 for the purpose of merging with and into Dana in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement.

Information About Second Merger Sub

Second Merger Sub will be formed as a Delaware limited liability company and a direct wholly owned subsidiary of SpinCo prior to the Effective Time for the purpose of effecting the Second Merger.

 

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INFORMATION ABOUT THE MOBILITY BUSINESS

On January 26, 2026, Eaton Corporation plc announced its intent to pursue a separation of its Mobility Business from Eaton. On June 10, 2026, Eaton signed a definitive agreement with Dana Incorporated to combine the Mobility Business with Dana in a Reverse Morris Trust (“RMT”) transaction. The RMT transaction is expected to close in the first four months of 2027, subject to various customary closing conditions under the Merger Agreement, including, among others, approval by Dana stockholders, receipt of regulatory approval and other customary closing conditions.

SpinCo was incorporated in the State of Delaware for the purpose of holding the Mobility Business in connection with the Restructuring and the Distribution. Prior to the contribution of the Mobility Business to Mobility pursuant to the Restructuring, which will occur prior to the Distribution, Mobility will have no operations. Following the Distribution, Mobility expects its common stock to trade on the NYSE under the ticker symbol “DAN”.

The Mobility Business

The Mobility Business is a global mobility and engineered-systems partner serving commercial vehicle, passenger vehicle and aftermarket customers worldwide. The company designs and manufactures mission-critical powertrain, drivetrain, engine, air management, electrical and electronic components and systems that safely, efficiently and reliably create, manage, and deliver mechanical and electrical power across vehicles. It operates across the propulsion spectrum, from internal combustion, to hybrid, to fully electric, to support customers with a portfolio of differentiated solutions. The Mobility Business sells directly to virtually all major global vehicle OEMs, including leading truck manufacturers, large automotive OEMs and Tier 1 system integrators.

The Mobility Business’ value proposition is built on solving customers’ complex mobility and power management challenges with highly engineered, application-specific solutions amid evolving regulatory demands, vehicle performance requirements, emissions targets, safety mandates and total cost of ownership objectives. Its portfolio helps customers manage and deliver power on-road and off-road, spanning transmissions, clutches, differentials and engine air management to power distribution, protection, connectors and high-voltage conversion.

The Mobility Business has more than 100 years of operating heritage, leveraging deep technical expertise, manufacturing capabilities, global engineering centers of excellence and disciplined operating processes to deliver consistent execution at scale.

In 2025, the Mobility Business generated $3.1 billion in net sales, net income of $175 million and $451 million in adjusted EBITDA, representing an approximately 14% adjusted EBITDA margin, supported by a diversified global revenue base and strong positions in several mission-critical product categories. For an explanation and reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” and “Non-GAAP Financial Measures.” A significant portion of the Mobility Business’ net sales comes from visible, recurring and more profitable aftermarket channels.

The Mobility Business’ global operating model is evident in its geographic sales profile, with approximately 55% of net sales generated outside North America. Leveraging a global manufacturing, engineering and commercial footprint, the Mobility Business supports OEM platforms and customers across major vehicle markets around the world. The Mobility Business operates globally across North America, Europe, Asia Pacific and South America. It maintains 27 manufacturing sites and 44 total facilities around the world, including distribution centers, warehouses and research and development (“R&D”) centers. These facilities enable close proximity to customers, compliance with local requirements and resilience against regional demand shifts, trade policy changes and potential supply chain disruptions. The Mobility Business has invested over $367 million in R&D over the last three years, supporting continuous innovation across its portfolio.

 

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Excluding the impact of joint ventures, which are not consolidated into net sales, no single customer accounted for more than 15% of net sales for the years ended December 31, 2025, 2024 and 2023, reflecting a broad and diversified customer base. For the year ended December 31, 2025, the top five customers collectively accounted for approximately 34% of total net sales. The Mobility Business’ largest customer accounted for approximately 12% of total net sales, and as a key customer of one of the joint ventures, accounted for approximately 19% of net sales including its joint ventures.

Products

The Mobility Business’ product portfolio spans four major categories:

Powertrain and Drivetrain Components: The Mobility Business is a producer of manual and automated transmissions for commercial vehicles, particularly heavy-duty and medium-duty commercial vehicles, along with related clutch systems, differentials and gearing solutions; these core competencies in powertrain and drivetrain components can be utilized to expand further into electric vehicles. The Mobility Business is a North America Class 8 and South America commercial truck transmissions supplier. The Mobility Business also supplies mechanical locking differentials for light vehicle platforms and performance gearing for off-road and specialty applications. These products manage mechanical power transfer in vehicles, delivering reliability and efficiency. Additionally, the Mobility Business partners in joint ventures with Fast Gear (clutches and light duty transmissions) and Cummins (automated transmissions).

 

Engine, Air Management and Components: The Mobility Business designs and manufactures engine valves, engine brake systems, valve actuation systems and lifters, superchargers and fuel evaporative emissions management parts. It pioneered the 1.5-stroke high-power engine brake and remains a leading engine brake, engine valve, valve actuation systems and supercharger provider globally. The Mobility Business supplies customers across North America, South America, Europe and Asia Pacific, and maintains a joint venture with NITTAN Corporation for engine valves and valve actuation components. The Mobility Business maintains one of the most globally diverse engine valve and engine component manufacturing footprints. These components improve engine performance, durability, fuel economy and emissions compliance across commercial and automotive applications.

Electrical and eMobility Products: The Mobility Business provides high-voltage and low-voltage electrical and electronic components for internal combustion, hybrid and electric vehicles. Key offerings include high-voltage, high power connectors, power distribution units, circuit protection devices (including Breaktor resettable circuit protection technology), fuel tank isolation valves (“FTIV^®”) and other components. The company has expanded from pure component supply to system-level solutions, tailoring offerings to customer buying preferences, as some OEMs procure individual components while others seek integrated systems.

 

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The Mobility Business generally provides warranties on its products consistent with industry practice and customer contractual requirements. Warranty periods vary by product and vehicle class. The Mobility Business establishes warranty reserves based on historical experience, product performance data and other relevant factors.

History

The Mobility Business’ history is built on more than a century of vehicle and power management expertise, including continuous innovation in commercial vehicle drivetrain and engine-related technologies. Its heritage is anchored by landmark product innovations critical to vehicle safety, performance and uptime. Its MLocker locking differential, a mechanically actuated system that delivers consistent torque transfer in low-traction conditions, has been deployed for decades on high-volume, full-size truck platforms for leading OEMs, reflecting its proven reliability in demanding real-world applications. The Mobility Business’ proprietary Crutonite valve material has advanced engine durability and performance beyond existing alternatives, while the Mobility Business’ TVS Supercharger technology has set a new standard for forced induction efficiency. More recently, the Mobility Business developed the Breaktor, the first and only truly resettable high-voltage DC circuit protection device for electric vehicles, consolidating multiple single-use fuses and pyrotechnic disconnects into one reusable unit and enabling safer, simpler architectures as battery voltages and charging speeds continue to increase. The Mobility Business also pioneered the 1.5-stroke high-power engine brake, which delivers up to 75% more braking power than conventional designs and can eliminate the need for a separate driveline retarder, directly reducing weight, cost and maintenance for customers.

The Mobility Business’ strong technological capabilities have also enabled the development of differentiated digital and service offerings, including the proprietary ServiceRanger diagnostic platform, IntelliConnect remote diagnostics (included with every automated transmission) and the Roadranger field support network. Together, these capabilities have created an integrated aftermarket ecosystem that increases fleet uptime, deepens customer relationships and reinforces switching costs across the installed base.

Its culture of innovation is matched by a track record of operational excellence. The business has consistently led improvement initiatives within the broader Eaton organization, earned numerous awards for

 

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world-class manufacturing and environmental sustainability and served as the foundation for operating processes subsequently adopted enterprise-wide.

The Mobility Business maintains several strategic joint ventures that extend its reach into markets and product categories where local scale, customer relationships or cost dynamics favor a partnership model: (a) two Fast Gear partnerships in China (clutches and light-duty transmissions), (b) NITTAN (engine valves and valvetrain components) and (c) the Eaton-Cummins Joint Venture (automated transmissions and integrated powertrain solutions for Class 8 trucks). These partnerships broaden the portfolio of the Mobility Business with adjacent offerings, accelerate market entry and allow participation in fast-growing markets.

Beyond inorganic growth via partnerships and joint ventures, the Mobility Business has also demonstrated the ability to identify and integrate complementary technology businesses, most recently through the acquisition of Royal Power Solutions in 2022. This acquisition meaningfully expanded its high-voltage, high-power connectors and terminals capabilities for EV applications.

Industry & Competitive Landscape

The Mobility Business participates in the global mobility and vehicle systems industry, supplying components across drivetrain, engine and electrical architectures for passenger vehicle and commercial vehicle end-markets, as well as the global aftermarket.

The Mobility Business’ management team estimates that the core product categories collectively represent an approximately $57 billion total addressable market, which is expected to grow in the low- to mid-single digits in percentage points through 2030. This estimate is constructed at the product line level across the Mobility Business’ primary product categories: (a) powertrain and drivetrain components, (b) engine, air management and components and (c) electrical and eMobility products. For each product line, management derives addressable market values by applying average component or system pricing to finished vehicle production volumes sourced from third-party data providers, including S&P Global Mobility and Knibb, Gormezano & Partners (“KGP”). Management’s total addressable market calculations exclude the aftermarket business and are therefore considered relatively conservative.

Product Markets

The Mobility Business participates in a broad set of product markets that collectively define its addressable opportunity:

Powertrain and Drivetrain Components: represent core mechanical systems required for both ICE and EV operations across commercial and passenger applications. Management estimates the total addressable market for these products at approximately $27 billion, with expected growth supported by increasing demand for EV gearing and continued strength in commercial vehicle transmission platforms.

Engine, Air Management and Components: address performance, durability and emissions requirements across internal combustion and hybrid platforms. Management estimates the total addressable market at approximately $4 billion. While overall market growth is expected to be modest, the outlook is supported by regulatory-driven demand in North America and incremental growth in emerging markets globally.

Electrical and eMobility Products: serve the growing need for electrical architecture, power management and system integration across electrified vehicles. Management estimates the total addressable market at approximately $26 billion, with expected growth tied to increasing alternative propulsion share through hybrid and electric vehicle adoption, driving higher electrical content and more complex power management requirements per vehicle.

 

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These product markets span both legacy and emerging technologies, creating a diversified opportunity set that positions the Mobility Business to participate in growth across multiple propulsion architectures as vehicle platforms evolve.

End-Market Dynamics

The Mobility Business serves two primary end-markets: (a) passenger vehicle (light trucks, SUVs and cars) and (b) commercial vehicle (heavy-duty trucks, medium-duty trucks and buses).

Passenger Vehicle

The passenger vehicle market is influenced by global production cycles and consumer demand, with growth varying by region. Near-term volumes remain sensitive to macroeconomic factors such as interest rates, financing availability and consumer confidence, which can affect vehicle affordability and purchasing behavior.

Over the longer term, demand is supported by a large and stable installed base and high vehicle ownership levels in developed markets. The market is undergoing continued evolution around electrified powertrains, including both battery electric and hybrid vehicles, although adoption is progressing unevenly across regions due to factors such as affordability, charging infrastructure availability and policy support.

In parallel, increasing vehicle digitalization, connectivity and autonomy is driving greater system complexity and higher electronics content per vehicle, contributing to demand for more advanced electrical architectures and integrated power management solutions.

Commercial Vehicle

The commercial vehicle market is driven by freight demand, fleet replacement cycles and underlying economic activity, including construction, infrastructure and industrial output. Demand continues to be supported by structural trends such as the growth of global trade, e-commerce penetration and increasing supply chain complexity, which drive the need for efficient and reliable transport capacity.

Fleet operators remain highly focused on total cost of ownership, including fuel efficiency, uptime and lifecycle maintenance costs, which influences component selection and adoption of more durable and higher-performance systems. Activity across sectors such as construction, energy and logistics also supports ongoing fleet utilization and replacement demand.

The market is gradually transitioning toward electrified and hybrid powertrains, although adoption varies by application given range, payload and infrastructure considerations. Higher fuel costs and regulatory pressure can support demand for more fuel-efficient solutions, particularly hybrids and alternative propulsion systems, while conventional diesel platforms continue to dominate in many long-haul and heavy-duty use cases.

 

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Aftermarket

The aftermarket is driven primarily by the installed base of vehicles in operation, including vehicle age, utilization and total fleet size. Demand is supported by ongoing maintenance and replacement requirements, particularly in commercial and industrial applications where usage intensity is high.

Growth is further supported by increasing vehicle lifespan and rising system complexity, which drive higher-value replacement parts and service requirements. Advances in digital diagnostics, predictive maintenance and connected vehicle technologies are also improving service efficiency and expanding the scope of aftermarket offerings.

Compared to OEM production, aftermarket demand tends to be less cyclical and more recurring, providing a more stable and resilient source of revenue across economic cycles.

Competition

The Mobility Business competes across a diverse set of end-markets, product categories and geographies, and its competitive landscape varies by product line and application. Depending on the specific offering, the business may compete with large global Tier 1 suppliers, smaller specialized component manufacturers or, in certain cases, customers and suppliers with adjacent capabilities. As a result, it faces a broad and fragmented competitive set, which differs across its product portfolio. A representative, but not comprehensive, list of competitors by major product category is provided below.

Powertrain and drivetrain competitors include global automotive and commercial vehicle suppliers such as Allison Transmission, Dauch, Linamar, Magna, ZF and many others. Engine and air management competitors include companies such as BorgWarner Tenneco and various regional suppliers. Electrical and eMobility competitors include companies such as Aptiv, Lear, TE Connectivity, Valeo and other providers of high-voltage connectors, electrical architecture and other systems. In the aftermarket, the Mobility Business’ competitive set is generally a subset of the OEM competitors listed above, as many of the same suppliers also offer replacement parts and service solutions tied to their respective product categories. In addition, it competes with independent aftermarket distributors and remanufacturers that serve overlapping vehicle populations across its end-markets.

Competition is based on factors such as product performance, engineering capability, reliability, quality, cost and the ability to deliver integrated, application-specific solutions at scale. Across its end-markets, management believes that the Mobility Business is well positioned due to its engineering expertise, global footprint, long-standing customer relationships and ability to support customers across both legacy and emerging vehicle technologies.

 

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Competitive Strengths

Management believes that the Mobility Business is well positioned in attractive niches with several competitive strengths, including:

Innovation Across Mission-Critical Product Categories, Built on Decades of Engineering Investment, Deep Customer Engagement and Breadth Across the Propulsion Spectrum

The Mobility Business is an innovator across several of its core product categories, including commercial truck transmissions and clutches in North America and superchargers, valves and valve actuation technologies globally. The success of the Mobility Business has been built over decades through sustained engineering investment, early engagement with customers during platform design and development, deep customer specification and qualification requirements inherent in these product categories.

The Mobility Business’ installed base extends well beyond its core product categories. It supplies engine brakes to some of the largest diesel engine manufacturers in the world. It is one of the world’s most qualitative automotive supercharger producers and operates one of the most globally diverse engine valve manufacturing footprints along with its joint venture partner NITTAN. These positions give the business significant brand recognition and credibility among OEMs and end users, along with cost advantages from manufacturing scale.

The Mobility Business’ product range spans both traditional ICE powertrain components and electrification technologies. As a result, the business is able to support customers regardless of propulsion type and serve as a versatile, integrated partner as OEMs manage mixed fleets and evolving platform architectures. This breadth across the propulsion spectrum differentiates the business from competitors focused on a single technology and positions the Mobility Business to grow customer relationships through successive vehicle generations.

Deep Technology and Engineering Capabilities that Drive Differentiated, Safety-Critical Solutions Across Legacy and Next-Generation Vehicle Platforms

The Mobility Business maintains a significant portfolio of patented technologies, including advanced transmission designs and proprietary electrical safety solutions engineered specifically for next-generation vehicle platforms. Its engineering teams possess deep domain expertise across mechanical design, power electronics and vehicle-level system integration, with a focus on developing products that address OEMs’ evolving needs around fuel efficiency, emissions control and electrification.

The Mobility Business’ landmark innovations, including the 1.5-stroke high-power engine brake, TVS Supercharger technology, Crutonite engine valve material and Breaktor DC circuit protection device, are representative of a broader engineering culture oriented around solving technically complex, safety-critical problems where few proven solutions exist in the market today. This capability enables the business to secure and maintain long-term customer relationships built on engineering trust and product reliability.

The Mobility Business also has benefitted from historical technology-sharing synergies with Eaton’s Electrical business, particularly in high-power electronics and grid connectivity. The Mobility Business has invested approximately $367 million in R&D over the last three years and continues to direct a healthy portion of that budget toward incubation of next-generation product platforms.

Global Manufacturing and Distribution Footprint with an In-Region, For-Region Operating Model that Enables Execution at Scale, while Mitigating Trade and Supply Chain Risk

With its manufacturing, engineering and distribution footprint spanning four continents, the Mobility Business is positioned to serve vehicle manufacturers worldwide, meet local content requirements and position operations strategically. North America represents approximately half of 2025 net sales, with Europe, Asia Pacific and South America collectively contributing to the remainder.

 

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On average, over 80% of the Mobility Business’ production serves the region in which it is manufactured. This creates a natural in-region, for-region operating model that mitigates trade and tariff exposure while retaining the flexibility to redirect capacity across regions during demand surges or supply disruptions. Its South America presence is a compelling example of how the business’ global footprint creates durable competitive advantages. It has operated in the region for decades with four manufacturing plants and a dedicated engineering center. The capital investment, tariff structures and regulatory relationships required to replicate this position create meaningful barriers to entry that others have struggled to overcome.

The global footprint is complemented by deep, long-standing relationships with a broad set of blue-chip customers built over decades as part of Eaton, which has resulted in diversified geographic and customer exposure that reduces reliance on any single market and aligns the Mobility Business with growth where it occurs.

 

Strategic Joint Ventures and Technology Partnerships that Deepen Customer Integration and Extend Reach into High-Growth Markets and Adjacent Technologies

The Mobility Business’ customer relationships are further strengthened through four strategic joint ventures that expand its product capabilities and geographic reach.

The Eaton-Cummins joint venture integrates the Mobility Business’ transmission technologies with Cummins’ engines to deliver fully integrated powertrain solutions for Class 8 trucks. This enables deeper system-level integration, improves performance and efficiency and leverages both companies’ service networks to enhance customer value. The two Fast Gear joint ventures in China (clutches and light-duty transmissions) provide localized manufacturing and customer access in one of the world’s largest and fastest-growing commercial vehicle markets. These joint ventures combine the Mobility Business’ technology with Fast Gear’s scale and customer relationships, enabling it to participate in a market that is difficult to penetrate independently while also supporting global expansion of these product platforms. The NITTAN joint venture expands its position in engine valves and valvetrain components through a globally scaled production and development network. By combining the Mobility Business’ powertrain expertise with NITTAN’s valve technology, the business is able to strengthen its global footprint in a critical engine subsystem and serve OEMs across regions more effectively.

Beyond joint ventures, the Mobility Business also leverages selective technology partnerships to access adjacent capabilities and accelerate innovation. For example, Bezares Mobile Power extends its offerings into

 

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mobile power take-off and hydraulic systems, enabling participation in vocational and specialty vehicle applications and broadening the aftermarket portfolio.

Collectively, these joint ventures and partnerships enable the Mobility Business to broaden its product offering, deepen customer integration and participate in markets and technologies that would be more difficult to access independently, while maintaining a disciplined approach to capital allocation and execution risk.

 

 

Resilient Margin Profile Underpinned By a Growing Aftermarket Platform, Disciplined Operational Improvement and a Proven Culture of Execution

The Mobility Business has demonstrated the ability to sustain attractive profitability through multiple economic cycles. This margin profile reflects the business’ focus on engineered, niche product categories where deep technical expertise, high qualification requirements and long-standing customer relationships support durable returns. Meanwhile, margins from the eMobility business have steadily improved as new products scale and the business transitions from the investment phase in these newer product lines to full commercialization.

The Mobility Business’ aftermarket platform further reinforces margin resilience. Aftermarket revenue is recurring, higher-margin and less cyclical than OEM production volumes, providing a stabilizing base of demand that grows with the installed base. The Mobility Business supports customers throughout the vehicle lifecycle through core replacement parts, all-makes components serving competitive platforms, digital solutions, and adjacent branded products that leverage the company’s strong reputation for quality and reliability. These offerings extend well beyond the initial vehicle sale, enabling the Mobility Business to capture value from vehicles already in operation rather than relying solely on new production volumes. The Mobility Business’ management team also sees opportunity to further expand aftermarket penetration by broadening distribution beyond traditional OEM service channels, increasing engagement with independent operators and leveraging digital diagnostic tools and service platforms that improve fleet uptime and customer connectivity over the vehicle lifecycle. As aftermarket revenue becomes a larger portion of the business mix, it is expected to further enhance the durability, predictability and overall quality of the business’ margins over time.

The Mobility Business’ margin resilience is further underpinned by a disciplined, structured approach to operational improvement. It continuously optimizes its manufacturing footprint and rationalizes its product portfolio through a repeatable “fix-the-tail” methodology, which targets non-core product lines and facilities

 

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through a defined cadence of review, intervention and governance. The Mobility Business’ operational culture is substantiated by results: the business has won the Eaton Business Excellence Award (EBEA) numerous times, maintains multiple model and world-class designated plants and has achieved meaningful environmental sustainability milestones across its facility base.

Sustainability is integrated into the Mobility Business’ operating model, with structured programs across energy efficiency, water circularity and waste reduction that deliver both environmental and cost benefits. The Mobility Business is making strong progress toward its 2030 targets, with 27 manufacturing sites certified Zero Waste to Landfill, and greenhouse gas emissions reduced meaningfully relative to its 2018 baseline. These efforts have been recognized externally, including a 2026 sustainability award from a leading global commercial vehicle OEM across nearly 500 suppliers and a prestigious environmental award in Brazil for an innovative energy conservation initiative.

Employee engagement further reflects the strength of the Mobility Business’ culture. In Eaton’s most recent bi-annual all-employee survey, administered by Perceptyx, a leading independent provider benchmarking against a database of millions of responses across hundreds of organizations, the Mobility Business’ engagement scores exceeded top quartile benchmarks for both the overall industry and the manufacturing sector. The Mobility Business’ management team views this level of engagement as foundational to sustained operational performance and a direct reflection of intentional investment in culture, collaborative leadership and a growth-oriented mindset.

Manufacturing

The Mobility Business operates a global manufacturing footprint. As of December 31, 2025, it operated 27 manufacturing facilities worldwide, of which approximately 18 are owned and 6 are leased, with three of the facilities having both owned and leased portions. Its facilities are located in North America, Europe, South America and Asia Pacific and are strategically positioned near major customer assembly plants to facilitate efficient logistics, regional content compliance and just-in-time delivery.

 

Location		Number of Manufacturing Facilities
Americas		18
Europe, the Middle East & Africa		4
Asia Pacific		5

The Mobility Business’ manufacturing operations support both high-volume mechanical drivetrain components and advanced electrification systems, including power electronics, control modules and high-voltage assemblies. Production processes vary by product category and include precision machining, casting, forging, assembly, electronics integration, automated testing and validation. Electrification products generally require specialized assembly environments, advanced testing capabilities and higher levels of technical validation relative to traditional mechanical components.

The Mobility Business makes significant investments in tooling, automation and production capacity in advance of program launches based on anticipated platform volumes and product content levels. Manufacturing equipment and tooling are often platform-specific and are designed to support multi-year production cycles. Because production volumes may fluctuate over the life of a vehicle program, its manufacturing operations are structured to provide operational flexibility while maintaining cost efficiency. Certain manufacturing equipment and tooling are dedicated to specific customer programs and may not be readily transferable to other platforms.

The Mobility Business’ facilities are designed to support just-in-time delivery models and to respond to changes in customer production schedules, product mix and regional demand. The business seeks to align capacity with anticipated platform volumes, and it periodically adjusts its footprint, automation levels and production lines in response to market conditions, program awards, electrification transitions and customer sourcing decisions.

 

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The Mobility Business’ manufacturing cost structure includes a combination of fixed and variable costs. A portion of its cost base, including facility overhead, depreciation and certain labor expenses, is relatively fixed in the short term. As a result, changes in production volumes, product mix or customer demand can affect operating leverage and manufacturing efficiency.

The Mobility Business’ operations are conducted under standardized quality management systems designed to meet applicable automotive industry standards and customer-specific requirements. It utilizes continuous improvement processes and operational performance metrics intended to support quality, reliability, cost control and on-time delivery.

The increasing complexity of electrification and power management systems and high-voltage architectures require enhanced validation, integration and safety protocols within the Mobility Business’ manufacturing operations.

Properties

Prior to the Separation, our headquarters are located in Southfield, Michigan, United States. We have manufacturing facilities, sales offices, distribution centers and engineering centers located in the Asia Pacific, Europe, Africa, North America and South America regions. We believe our facilities are suitable and adequate to meet our current operating requirements. We own, lease, or otherwise have rights to use approximately 44 facilities, consisting of approximately 25 facilities that we own, comprising approximately 7.1 million square feet, and approximately 22 facilities that we lease or otherwise have rights to use, comprising approximately 2.3 million square feet (with three of the facilities having both owned and leased portions). The following table shows the types of sites owned or leased by function and location as of December 31, 2025:

 

Primary Use		Asia Pacific(1)				Europe/ Africa(2)				North America(3)				South America(4)				Total
Manufacturing			5				4				14				4				27
Sales/Office			4				5				4				0				13
Engineering			0				1				1				0				2
Distribution			0				0				2				0				2
Total			9				10				21				4				44

 

(1)	Asia Pacific: three sites also perform engineering, two sites also handle distribution, and one site also handles sales.

(2)	Europe/Africa: six sites also perform engineering and two sites also handle distribution.

(3)	North America: five sites also perform engineering and one site also handles sales.

(4)	South America: one site also handles sales, one site also handles distribution, and one site also performs engineering.

Raw Materials and Supply Chain

The Mobility Business’ manufacturing operations require significant quantities of raw materials and purchased components, including steel, aluminum, copper, castings, forgings and electronic components used in its products.

It maintains a global supply base and source materials and components from a combination of regional and international suppliers. While many inputs are obtained from multiple qualified suppliers, certain specialized components – particularly power electronics devices used in electrification applications – may be available from single or limited sources due to technical specifications, qualification requirements, industry capacity constraints or dedicated tooling. Transitioning to alternative suppliers for certain components may require significant engineering effort, customer requalification and validation testing and may not be feasible in the short term.

 

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