(a) (1) The reports of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above:
Reports of Ernst & Young LLP Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Income - Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income - Years ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets - December 31, 2025 and 2024
Consolidated Statements of Cash Flows - Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Shareholders' Equity - Years ended December 31, 2025, 2024 and 2023
Notes to consolidated financial statements
(2) All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(b) Exhibits incorporated by reference to or filed in conjunction with this form 10-K are listed below.
| | | | | | | | | | | |
|---|
| 3 (i) | | | Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | | | | |
| | | | | | | | | | | |
| 3 (ii) | | | Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 8-K Report filed on May 1, 2017 | | | | | | | | |
| | | | | | | | | | | |
| 4.1 | | | Description of Eaton Corporation plc’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 of the registrant's Form 10-K filed on February 26, 2020) | | | | | | | | |
| | | | | | | | | | | |
| 4.2 | | | Indenture dated as of November 20, 2012, among Turlock Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Eaton Corporation plc's Form 8-K Current Report filed on November 26, 2012 (Commission File No. 333-182303)) | | | | | | | | |
| | | | | | | | | | | |
| 4.3 | | | Supplemental Indenture No. 1, dated as of November 30, 2012, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the registrant's Form S-4 filed on September 6, 2013) | | | | | | | | |
| | | | | | | | | | | |
| 4.4 | | | Supplemental Indenture No. 2, dated as of January 8, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 of the registrant's Form S-4 filed on September 6, 2013) | | | | | | | | |
| | | | | | | | | | | |
| 4.5 | | | Supplemental Indenture No. 3, dated as of December 20, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 of the registrant's Form 10-K filed on February 28, 2018) | | | | | | | | |
| | | | | | | | | | | |
| 4.6 | | | Supplemental Indenture No. 4, dated as of December 20, 2017 and effective as of January 1, 2018, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 of the registrant's Form 10-K filed on February 28, 2018) | | | | | | | | |
| | | | | | | | | | | |
| 4.7 | | | Supplemental Indenture No. 5, dated as of February 16, 2018, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 of the registrant's Form 10-K filed on February 28, 2018) | | | | | | | | |
| | | | | | | | | | | |
| 4.8 | | | Indenture dated as of August 23, 2022, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee | | | | | | | | |
| | | | | | | | | | | |
| 4.9 | | | First Supplemental Indenture dated as of August 23, 2022, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee | | | | | | | | |
| | | | | | | | | | | |
| 4.10 | | | Second Supplemental Indenture dated as of August 23, 2022, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee | | | | | | | | |
| | | | | | | | | | | |
| 4.11 | | | Indenture dated as of May 9, 2025, among Eaton Capital Unlimited Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 9, 2025) | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
|---|
| 4.12 | | | First Supplemental Indenture dated as of May 9, 2025, among Eaton Capital Unlimited Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 9, 2025) | | | | | | | | |
| | | | | | | | | | | |
| 4.13 | | | Second Supplemental Indenture dated as of May 9, 2025, among Eaton Capital Unlimited Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on May 9, 2025) | | | | | | | | |
| | | | | | | | | | | |
| 4.14 | | | Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits (4.2 - 4.13) hereto | | | | | | | | |
| | | | | | | | | | | |
| 10 | | | Material contracts | | | | | | | | |
| | | | | | | | | | | |
| | | (a) | | | Five-Year Revolving Credit Agreement, dated as of September 29, 2025, among Eaton Corporation, the Other Borrowers and Guarantors from time to time party thereto, the Banks from time to time party 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 - Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 29, 2025 | | | | | |
| | | | | | | | | | | |
| | | (b) | | | Commitment Increase Agreement, dated as of February 6, 2026, among Eaton Corporation, the Other Borrowers and Guarantors from time to time party thereto, the Banks from time to time party thereto, and Citibank, N.A., as Administrative Agent - Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 6, 2026 | | | | | |
| | | | | | | | | | | |
| | | (c) | | | Term Credit Agreement, dated as of February 6, 2026, Eaton Corporation, the Other Borrowers and Guarantors from time to time party thereto, the Banks from time to time party thereto, Citibank, N.A., and Morgan Stanley Senior Funding, Inc. as Joint Lead Arrangers and Joint Bookrunners - Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 6, 2026 | | | | | |
| | | | | | | | | | | |
| + | | | (d) | | | Deferred Incentive Compensation Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
| | | | | | | | | | | |
| + | | | (e) | | | First Amendment to Deferred Incentive Compensation Plan II (2008 restatement) - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (f) | | | Second Amendment to Deferred Incentive Compensation Plan II (2008 restatement) - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (g) | | | Eaton Supplemental Retirement Plan - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (h) | | | First Amendment to Eaton Supplemental Retirement Plan - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (i) | | | Second Amendment to Eaton Supplemental Retirement Plan - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (j) | | | Third Amendment to Eaton Supplemental Retirement Plan - Filed in conjunction with this Form 10-K Report * | | | | | |
| + | | | (k) | | | Limited Eaton Service Supplemental Retirement Income Plan II - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (l) | | | Eaton Corporation Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
| | | | | | | | | | | |
| + | | | (m) | | | First Amendment to Eaton Corporation Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (n) | | | Second Amendment to Eaton Corporation Supplemental Benefits Plan II (2008 Restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
| | | | | | | | | | | |
| + | | | (o) | | | Eaton Corporation Supplemental Benefits Plan II (2008 Restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
| | | | | | | | | | | |
| + | | | (p) | | | First Amendment to Eaton Corporation Supplemental Benefits Plan II (2008 Restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (q) | | | Second Amendment to Eaton Corporation Supplemental Benefits Plan II (2008 Restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
|---|
| + | | | (r) | | | Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (s) | | | Second Amended and Restated 2009 Stock Plan - Incorporated by reference to Form S-8 filed November 30, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (t) | | | Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010 | | | | | |
| | | | | | | | | | | |
| + | | | (u) | | | Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (v) | | | Amendment to Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (w) | | | Form of Directors' Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (x) | | | First Amendment to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (y) | | | 2013 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (z) | | | 2015 Stock Plan - Incorporated by reference to the Form S-8 filed on October 30, 2015 | | | | | |
| | | | | | | | | | | |
| + | | | (aa) | | | Form of Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
| | | | | | | | | | | |
| + | | | (bb) | | | Form of Restricted Share Award Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
| | | | | | | | | | | |
| + | | | (cc) | | | Form of Stock Option Agreement for Executives - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
| | | | | | | | | | | |
| + | | | (dd) | | | 2020 Stock Plan - Incorporated by reference to the Form S-8 filed on November 3, 2020 | | | | | |
| | | | | | | | | | | |
| + | | | (ee) | | | Form of Restricted Share Unit Agreement - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (ff) | | | Form of Stock Option Agreement - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (gg) | | | Form of Performance Share Unit Grant Agreement - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (hh) | | | Forms of Change of Control Agreement - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| + | | | (ii) | | | Form of Indemnification Agreement entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (jj) | | | Form of Indemnification Agreement II entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
| | | | | | | | | | | |
| + | | | (kk) | | | Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
| | | | | | | | | | | |
| + | | | (ll) | | | Amended and Restated Grantor Trust Agreement for Non-Employee Directors’ Deferred Fees Plans (effective January 1, 2010) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010 | | | | | |
| | | | | | | | | | | |
| + | | | (mm) | | | Executive Incentive Compensation Plan (effective January 1, 2024) - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| | | (nn) | | | Letter Agreement, dated July 18, 2025, between Eaton Corporation and Ernest Marshall - Incorporated by reference to Exhibit 10.2 to the Quarterly Report Form 10-Q for the quarterly period ended September 30, 2025 | | | | | |
| | | | | | | | | | | |
| | | (oo) | | | Letter Agreement, dated December 3, 2025, between Eaton Corporation and Olivier Leonetti - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| 19 | | | | | | Insider Trading Policy - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| 21 | | | | | | Subsidiaries of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report * | | | | | |
| | | | | | | | | | | |
| 22 | | | | | | Table of Senior Notes, Issuer and Guarantors - Incorporated by reference to the Form 10-Q Report filed on August 5, 2025 | | | | | |
| | | | | |
|---|
| * | | | Submitted electronically herewith. | | |
| + | | | Denotes management contracts or contemporary plans or arrangements required to be filed as Exhibits to this Form 10-K. | | |
Certain schedules exhibits, and appendices have been omitted in accordance with to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any omitted schedule, exhibit, or appendix to the Securities and Exchange Commission upon request.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 (iii) Consolidated Balance Sheets at December 31, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2025, 2024 and 2023 and (vi) Notes to consolidated financial statements for the year ended December 31, 2025.