NYSE: DAN DANA Inc 8-K

Dana to merge with Eaton's Vehicle and eMobility units in $13B Reverse Morris Trust deal

Filed June 11, 2026 · Period ending June 10, 2026 · ~1 min read

Key Changes

high

Dana shareholders will receive 1 share of the combined company for each Dana share, owning ~49.9% post-merger while former Eaton shareholders hold at least 50.1%. Transaction structured as tax-free Reverse Morris Trust.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

SpinCo will pay Eaton ~$1.1B before distribution. Dana and SpinCo secured $2.6B bridge loan from Goldman Sachs to fund this payment, refinance existing Dana debt, and cover transaction costs.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Combined company board will include all current Dana directors plus three Eaton designees (one executive, two independent directors). Both boards unanimously approved the transaction.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Merger must close by June 10, 2027 (extendable 3 months for regulatory approvals). Dana owes Eaton $158.7M termination fee if agreement ends under certain circumstances.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Dana has entered definitive agreements to merge with Eaton's Vehicle and eMobility business segments in a Reverse Morris Trust transaction valued at approximately $13 billion. Under the structure, Eaton will spin off these businesses into a new entity (SpinCo) that will then merge with Dana.

Dana shareholders will receive one share of the combined company for each Dana share they own, representing approximately 49.9% ownership, while former Eaton shareholders will hold at least 50.1%. The transaction is structured to be tax-free for shareholders of both companies. The deal requires SpinCo to pay Eaton approximately $1.1 billion before the distribution occurs.

To finance this payment, refinance existing Dana debt, and cover transaction costs, Dana and SpinCo have secured a $2.6 billion bridge loan commitment from Goldman Sachs, which is expected to be replaced with permanent financing. The combined company's board will include all current Dana directors plus three Eaton designees, and both boards have unanimously approved the transaction. The merger must close by June 10, 2027, with a possible three-month extension for regulatory approvals, and Dana faces a $158.7 million termination fee under certain circumstances. Retail holders should watch for regulatory approval progress, permanent financing terms to replace the bridge facility, and integration details as the companies work toward closing.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~5,000 words

Dana enters definitive agreements with Eaton for a Reverse Morris Trust merger creating a combined mobility company valued at approximately $13 billion.

3 Added

Added Reverse Morris Trust merger with Eaton high

Added in current filing · verify on EDGAR →

On June 10, 2026, Dana Incorporated, a Delaware corporation (“Dana”), entered into definitive agreements with Eaton Corporation plc, an Irish public limited company (“Eaton”), Eaton Corporation, a corporation registered in the State of Ohio and a wholly owned subsidiary of Eaton (“Eaton Ohio”), Eaton Capital Unlimited Company, an Irish public unlimited company and a wholly owned subsidiary of Eaton (“Eaton HoldCo” and, together with Eaton and Eaton Ohio, collectively, the “Eaton Parties”), Mobility (USA) Corporation, a Delaware corporation and a wholly owned subsidiary of Eaton (“SpinCo”), and Atlas Mobility Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SpinCo (“Merger Sub”), with respect to a Reverse Morris Trust transaction, and pursuant to which, subject to the terms and conditions of such definitive agreements, (i) Eaton will cause to be transferred, and SpinCo will accept and assume (or cause to be accepted and assumed), all of the rights, titles and interests to and under certain assets and liabilities relating to Eaton’s Vehicle and eMobility business segments (the “SpinCo Business”) (the “Restructuring”), (ii) Eaton will make a distribution to its shareholders of all of the issued and outstanding shares of common stock, $0.01 par value per share, of SpinCo (“SpinCo Common Stock”) held by Eaton ... and (iii) following the Distribution, Merger Sub will be merged with and into Dana, with Dana as the surviving entity (the “Merger”) and each outstanding share of Dana will be converted into the right to receive one (1) share of SpinCo Common Stock

Dana has agreed to merge with Eaton's Vehicle and eMobility business segments in a tax-free Reverse Morris Trust transaction. Eaton will spin off these businesses into a new entity called SpinCo, which will then merge with Dana. Dana shareholders will receive one share of SpinCo common stock for each Dana share they own, and Dana will become a wholly-owned subsidiary of SpinCo, which will be renamed Dana Incorporated.

Added Post-merger board composition medium

Added in current filing · verify on EDGAR →

The Merger Agreement provides that, as of the closing of the Merger, the Board of Directors of SpinCo (the “Board”) will be comprised of (i) all of the then-current Dana directors and (ii) (a) one (1) current executive officer of Eaton designated by Eaton prior to the Merger effective time and (b) two (2) current Eaton directors designated by Eaton prior to the Merger effective time (the designees of Eaton to the Board, the “Eaton Designees”). The Eaton Designees will meet the requirements under the rules and regulations of the New York Stock Exchange (the “NYSE”) to be considered independent directors of the Board and have skills that are complementary to those of the existing Dana directors

The combined company's board will include all current Dana directors plus three Eaton designees: one Eaton executive officer and two independent Eaton directors. The Eaton designees must meet NYSE independence requirements and bring complementary skills to the existing Dana board, subject to Dana's approval.

Added Termination provisions and fee medium

Added in current filing · verify on EDGAR →

The Merger Agreement contains specified termination rights for Dana and Eaton, including in the event that the Merger has not been consummated on or prior to June 10, 2027 (subject to a three-month extension in connection with outstanding regulatory approvals or completion of the Distribution). Additionally, the Merger Agreement requires Dana to pay Eaton a termination fee of $158.7 million if the Merger Agreement is terminated under certain circumstances.

The merger agreement includes a June 10, 2027 outside date for closing, with a possible three-month extension for regulatory approvals or distribution completion. If the agreement is terminated under certain specified circumstances, Dana must pay Eaton a $158.7 million termination fee.