06/11/2026 | Press release | Distributed by Public on 06/11/2026 14:33
Filed by Dana Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Dana Incorporated
Commission File No.: 001-01063
Date: June 11, 2026
The following communication is being filed in connection with the proposed business combination between Dana Incorporated and Mobility (USA) Corporation, a wholly owned subsidiary of Eaton Corporation plc.
Disclaimers aud w11h. or fiuui she
Eaton’s Mobility Group Overview 3.3B CV Transm1ss1ons / Powertra1n Engrne and Em1ss1ons Systems Select Customers 2026E Sales .,·,. Ur fr. PACOIR ~IVECO TATA 65% 8 mahlndra C Commercial-Vehicle EV Products Market Applications ~RIVIAN <8,HYUn RI DAIMLER TRUCK Light-Vehicle Market Great Wall Applications ~25% Aftermarket Sales 2026E Adjusted EBITDA 4 See “Disclaimers” for comments regarding the presentation of non-GAAP measures Eaton’s Mobility Group at-a-glance .. I Mobility Group HQ 9 Regional HQ I ·;/ Engineering I 9 Manufacturin g Sales & Support Notes: Does not include joint venture production locations R&D locations are counted in the number of facilities
100+ Year Heritage in Vehicle Component Manufacturing Eaton Sells Fast Eaton (Xi’an) Fast Eaton (Baoji) Eaton is Founded by Eaton Builds Scale as Eaton Acquires Yale & Beginning of Formal Heavy Axle & Drivetrain Company is Light Duty Eaton positions Joseph Eaton through Diversified Automotive Towne and Dole Valve Partnership with Nittan Brake Business to Formed, Focused on Transmission is Eaton Acquires Mobility Group the Creation of the and Truck Component - Beginning and Joint Development Dana Drivetrain Components Formed, Focused on Royal Power (Vehicle + eMobility First Ever Gear-Driven Supplier Diversification of Efforts in Engine Valve Acquires Transmission for Medium and Light-Duty Manual Solutions segments) to market Truck Axle Company Technology and Clutch Business Heavy-Duty Vehicles Transmissions for From Dana Commercial Vehicles l 1911 1920 1930 1940 1950 1960 1970 1980 1990 2000 2010 2020 2026+ Eaton Cummins Eaton Acquires Fuller Automated Transmission Eaton’s Initial Public Manufacturing Co. Eaton Focuses on Nittan + Eaton U.S. Nittan Global Tech is Technologies LLC Eaton Introduces Eaton Signs Global Offering, Branded as (Automotive Expanding the Portfolio Engine Valve Joint Formed, Focused on (ECJV) is Formed, JV ePowertrain (now Exclusive Agreement U.S.-Based Truck Axle Transmissions Beyond Truck and Venture is Formed localization of Products Focused on Heavy-Duty eMobility) Business Unit with Traxen for Company Automotive iO-Cruise® System Manufacturer) Automated Truck Transmissions Organic lnit1at1ves Inorganic lnit1at1ves Internal Combustion Technologies Passenger vehicle Valves and valve actuation Fuel emissions solutions Inlet check Grade Fuel vapor Variable valve Engine lvalves vent valves combo valves actuation valves Torque control Power connection: Performance connector Battery Eyelet Gearing lsolutions terminals terminals differentials
EV Technologies Passenger vehicle l Powe, o;,1,;buUoa & PmtecUoa Breaktor® Aux PDU Battery configuration EV Fuses Battery switch distribution unit Busbars Eyelet terminals HPLB connector solutions ePowertrain [ 4- EV EV gearing & contract differentials manufacturing 8 Internal Combustion Technologies Commercial vehicle Power connections HPLB l connector Battery Eyelet solutions terminals terminals [ Eag;a, valves Low voltage & Power Conversion
EV Technologies Commercial vehicle [ ePowertrn;, Power Connections [ i Powe, rnst,;b”Uo, & Pmte,uo, Low voltage & Power Conversion 10 Broad Customer Base Torque Control Valves & Valvetram Transmissions & Clutches 2025A Trade Sales by Customer Customer 1 Customer 2 ~ ~CAJERPILLAR CN-1 DAIMLER TR UCK ASHDK LEYLAND Customer 3 Customer 4 Customer 5 C DA.F Ferrari Customers 6-10 All Other Great Wall HYUnDRI I~ Superchargers GEELY ISUZU IVl= CO rn;;;l @ ·, u fflahindra ~GreatWall ® Mercedes-Benz PACC’AR HONDA IVl:: CO 8 @ ® Mercedes-Benz S T E L 1i(~’.NTI S Fuel Emissions U TATA TR/,TON @ CO/IV .) @ntinentalj, DC,NGHEE ((S HWASHIN 8 Vl!CH4I 11
Eaton’s Mobility Group Aftermarket Portfolio Parts and Service tools for the Clutches, Parts and Reman units Mobile hydraulic growing population of AMTs for manual transmissions I power components 12 Dana 2030: Combination Expands Growth Strategy Additional products will expand scale Accelerates 2030 growth targets with previous sales target expected to be achieved in 2027 .. . Broadens scope of traditional products Dana - CV transmissions 2030 - Cross-selling opportunity Aftermarket - Broader breadth and depth of products across all markets Enhances applied technologies strategy Prior 2030 Sales Target Revised 2030 Sales Target - Complementary EV products and capabilities t ~$14-$15 13 billion billion
Cautionary Notes on Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc (“Eaton”), Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction and financing of the transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed transaction, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.
Theseforward-looking statements are based on Dana’s current expectations and are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder and/or
regulatory approvals; risks related to difficulties, inabilities or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies; potential impact of the announcement or consummation of the proposed transaction on Eaton and Dana’s stock prices; restrictions on the conduct of Eaton and Dana’s respective businesses prior to closing and on each of their ability to pursue alternatives to the proposed transaction; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the ability of the combined company to implement its business strategy; the inability of the combined company to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; risks relating to the ability to obtain financing for the transaction upon acceptable terms or at all; evolving legal, regulatory and tax regimes; changes in general economic and/or industry specific conditions; global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; the risks that the anticipated tax treatment of the proposed transaction is not obtained; the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Eaton; risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and other risk factors detailed from time to time in Eaton and Dana’s reports filed with the Securities and Exchange Commission (the “SEC”), including Eaton and Dana’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this communication. Dana does not undertake, and 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.
It should also be noted that projected financial information for the combined company is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Dana or SpinCo.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, SpinCo may file with the SEC an information statement on Form 10 (“Form 10”) or a registration statement on Form S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per share, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer to exchange”). Eaton may also file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of Dana and that also constitutes a prospectus of SpinCo with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo and Dana may also file other
relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form 10, Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that Eaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE TO, THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus (if and when available) and other documents containing important information about Eaton, Dana and SpinCo and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at https://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will be available free of charge on Dana’s website at https://danaincorporated.gcs-web.com/. The information included on, or accessible through, Eaton or Dana’s website is not incorporated by reference into this communication.
Participants in the Solicitation
Eaton, Dana, SpinCo and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting of Shareholders, which was filed with the SEC on March 13, 2026. Information about the directors and executive officers of Dana, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Dana’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 13, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus carefully if and when available before making any voting or investment decisions. You may obtain free copies of these documents from Eaton or Dana using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act.
Note Regarding Use of Non-GAAP Financial Measures
In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), this communication includes certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as adjusted EBITDA and adjusted EBITDA margin. These Non-GAAP Measures should not be used in isolation or as a substitute or alternative to results determined in accordance with U.S. GAAP. In addition, Dana’s and Eaton’s definitions of these Non-GAAP Measures may not be comparable to similarly titled non-GAAP financial measures reported by other companies. A reconciliation of these Non-GAAP Measures to the most directly comparable financial measures calculated and reported in accordance with U.S. GAAP can be found in Dana’s filings with the SEC except for financial guidance and other forward-looking information since such a reconciliation is not practicable without unreasonable effort as Dana is unable to reasonably forecast certain amounts that are necessary for such reconciliation.