{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-267630","form_type":"8-K","ticker":"DAN","cik":"0000026780","company_name":"DANA Inc","filed_at":"2026-06-11T20:26:48+00:00","discovered_at":"2026-06-11T20:28:00.234069+00:00","generated_at":"2026-06-11T20:33:19.342838+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Dana enters definitive agreement with Eaton for Reverse Morris Trust merger with SpinCo","bullets":["Dana and Eaton signed definitive agreements on June 10, 2026 for a Reverse Morris Trust transaction involving Eaton's Vehicle and eMobility business.","Following distribution of SpinCo shares to Eaton shareholders, Merger Sub will merge with Dana, with Dana surviving as a wholly-owned subsidiary of SpinCo.","Former Eaton shareholders will own at least 50.1% and former Dana shareholders approximately 49.9% of SpinCo common stock on a fully diluted basis.","SpinCo will pay Eaton Ohio approximately $1.1 billion prior to distribution; Goldman Sachs committed a $2.6 billion bridge facility to Dana and SpinCo.","Transaction approved by both boards; completion requires Dana shareholder approval, regulatory clearances, and tax opinions."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-267630","json":"https://secwatch.observer/filing/0001193125-26-267630.json","markdown":"https://secwatch.observer/filing/0001193125-26-267630.md","text":"https://secwatch.observer/filing/0001193125-26-267630.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/26780/000119312526267630/0001193125-26-267630-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/26780/000119312526267630/d71897d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T20:33:19.342838+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"068abd8ca64db376112ea0691a989b830a8f5263","claim":"DANA Inc entered into Agreement and Plan of Merger with Eaton Corporation plc, Eaton Corporation, Mobility (USA) Corporation, Atlas Mobility Sub, Inc. (effective 2026-06-10).","evidence_excerpt":"an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of June 10, 2026, by and among Eaton, Eaton Ohio, SpinCo, Merger Sub and Dana","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/26780/000119312526267630/0001193125-26-267630-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Eaton Corporation plc, Eaton Corporation, Mobility (USA) Corporation, Atlas Mobility Sub, Inc."},{"label":"Effective","value":"2026-06-10"}],"fact_type":"material_agreement"},{"claim_id":"4458e1abcdba9cf5a6a0205a6ba89b2273ac2e02","claim":"DANA Inc entered into Separation and Distribution Agreement with Eaton Corporation plc, Eaton Corporation, Eaton Capital Unlimited Company, Mobility (USA) Corporation (effective 2026-06-10).","evidence_excerpt":"a Separation and Distribution Agreement (the “ Separation Agreement ”), dated as of June 10, 2026, by and among Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/26780/000119312526267630/0001193125-26-267630-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"supply"},{"label":"Counterparty","value":"Eaton Corporation plc, Eaton Corporation, Eaton Capital Unlimited Company, Mobility (USA) Corporation"},{"label":"Effective","value":"2026-06-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}