Eaton Corporation PLC filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

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On September 29, 2025, Eaton Corporation (“Eaton Corporation”) entered into a $3,000,000,000 Revolving Credit Agreement (the “5-Year Credit Agreement”) with Eaton Corporation plc (the “Company”), Eaton Capital Unlimited Company (“Eaton Capital,” and, together with the Company, Eaton Corporation, and certain other subsidiaries of the Company that become eligible borrowers, the “Borrowers”), certain subsidiaries of the Company as guarantors, certain banks party thereto as lenders, and Citibank, N.A. (“Citibank”), as administrative agent for the lenders. The 5-Year Credit Agreement replaces and supersedes the existing revolving credit facility entered into by Eaton Corporation with Citibank as administrative agent on October 3, 2022 (the “Existing 5-Year Facility”).

The 5-Year Credit Agreement provides for maximum aggregate borrowings of up to $3 billion (increased from $2.5 billion of maximum aggregate borrowings under the Existing 5-Year Facility) and permits the Borrowers to request commitment increases of up to $1 billion from existing lenders or additional banks, subject to customary conditions, including absence of default and accuracy of representations and warranties. The maximum aggregate borrowings were increased under the 5-Year Credit Agreement to account for Eaton Corporation’s termination, as described below under Item 1.02 of this Current Report on Form 8-K, of its 364-Day Revolving Credit Agreement, dated as of September 30, 2024, among Eaton Corporation, the guarantors from time to time party thereto, the several lenders from time to time parties thereto, Citibank, N.A., as Administrative Agent, Citibank, N.A., JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent and Bank of America, N.A. as documentation agent (the “364-Day Facility”), which permitted an aggregate of $500 million of borrowings by the borrowers thereunder.

As with the Existing 5-Year Facility, under the 5-Year Credit Agreement, Eaton Corporation may request a one-year extension of the maturity date by giving notice to Citibank not more than 60 days’ prior to the maturity date then in effect. Subject to the absence of any default and the accuracy of representations and warranties in the 5-Year Credit Agreement, the maturity date will be extended if banks holding a majority of the commitments thereunder agree to extend their commitments.

The 5-Year Credit Agreement includes customary negative covenants limiting the Borrowers’ and their subsidiaries’ ability to incur debt and liens, among others. It also requires the Borrowers to pay a quarterly facility fee that is dependent on Eaton Corporation’s credit rating and will range from 5 basis points to 12.5 basis points. In addition, the 5-Year Credit Agreement modifies certain other terms previously agreed upon in the Existing 5-Year Facility, for administrative convenience and to enhance flexibility for the Company.  Other terms and conditions of the 5-Year Credit Agreement are substantially similar to the terms of the Existing 5-Year Facility.

The foregoing description of the 5-Year Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions in such 5-Year Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On September 29, 2025, Eaton Corporation terminated the Existing 5-Year Facility. No loans were outstanding thereunder as of such date. Also on September 29, 2025, Eaton Corporation terminated in full all unused commitments under the 364-Day Facility.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

(d) Exhibits.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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