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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934


EATON CORPORATION PLC
(Exact Name of Registrant as Specified in its Charter)


Ireland
  
98-1059235
(State or Other Jurisdiction of Incorporation)
  
(I.R.S. Employer Identification No.)
30 Pembroke Road
Dublin, Ireland D04 Y0C2
+353 1637 2900
(Address of Principal Executive Offices)
 
EATON CAPITAL UNLIMITED COMPANY
(Exact Name of Registrant as Specified in its Charter)


Ireland
  
98-1006842
(State or Other Jurisdiction of Incorporation)
  
(I.R.S. Employer Identification No.)
30 Pembroke Road
Dublin, Ireland D04 Y0C2
+353 1637 2900
(Address of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
3.550% Notes due 2034
4.000% Notes due 2038
  
New York Stock Exchange
New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. ☒
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. ☐
 
Securities Act registration statement file number to which this form relates:
333-281174
 
Securities to be registered pursuant to Section 12(g) of the Act:
None

The registrants have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement, dated March 5, 2026 (the “Prospectus Supplement”), relating to Eaton Capital Unlimited Company’s (the “Company”) €600,000,000 3.550% notes due 2034 and €600,000,000 4.000% notes due 2038 (together, the “Notes”), each of which are to be registered hereunder, to a prospectus dated August 1, 2024 (the “Prospectus”) filed under Rule 424(b) and forming a part of the registrants’ Registration Statement on Form S-3 (File No. 333-281174). The registrants incorporate by reference the Prospectus Supplement and the Prospectus to the extent set forth below.
 
Item 1.
Description of Registrant’s Securities to be Registered
 
Reference is made to the information set forth under the headings “Description of Notes” in the Prospectus Supplement and “Description of Debt Securities” in the Prospectus.
 
Item 2.
Exhibits.

The Notes are expected to be listed on the New York Stock Exchange (the “NYSE”), the exchange on which certain other securities of the registrants are currently listed. Accordingly, copies of the following exhibits shall be filed with each copy of this Registration Statement filed with the Commission or with the NYSE, subject to Rule 12b-32 regarding the incorporation of exhibits by reference.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement:

Exhibit
No.
Description
   
Indenture, dated as of May 9, 2025, among the 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 Eaton Corporation plc’s Current Report on Form 8-K (File No. 333-54863), filed on May 9, 2025).
   
Fourth Supplemental Indenture, dated as of March 10, 2026, among the 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 Eaton Corporation plc’s Current Report on Form 8-K (File No. 001-42640), filed on March 10, 2026).
   
Form of 3.550% Note due 2034 (included in Exhibit 4.2).
   
Form of 4.000% Note due 2038 (included in Exhibit 4.2).

SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 10, 2026
Eaton Corporation plc
Eaton Capital Unlimited Company
   
 
By:
/s/ Adam Wadecki
  
   
Adam Wadecki
   
Principal Accounting Officer