伊顿美股招股说明书(2025-05-08版)

Fully and unconditionally guaranteed by Eaton Corporation plc and each of the Subsidiary Guarantors listed below Eaton Capital Unlimited Company is offering €500,000,000 aggregate principal amount of its 3.625% Notes due 2035 (the “Notes”). The Notes willbear interest at the rate of 3.625% per annum. We will pay interest on the Notes annually in arrears on May 9 of each year, commencing on May 9, 2026.The Notes will mature on May 9, 2035. We may redeem some or all of the Notes at any time and from time to time at the applicable redemption price described under the heading“Description of Notes—Optional Redemption.” If a Change of Control Triggering Event (as defined in the “Description of Notes”) with respect to theNotes occurs, we will be required to offer to repurchase the Notes at the price described in this prospectus supplement. The Notes will be our unsecured and unsubordinated obligations ranking equally with our other unsecured and unsubordinated indebtedness fromtime to time outstanding. The guarantees of the Notes will be unsecured and unsubordinated obligations of Eaton Corporation plc and certain of its wholly-owned direct and indirect subsidiaries. On the issue date, such subsidiaries will consist of Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton AerospaceLLC, Eaton Controls (Luxembourg) S.à r.l., Eaton Corporation, Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton FiltrationLLC, Eaton Leasing Corporation, Eaton Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (collectively, the “SubsidiaryGuarantors”, together with the Parent, the “Guarantors”). The guarantee by a Subsidiary Guarantor will be released if such Subsidiary Guarantor is aguarantor or issuer of indebtedness in an aggregate outstanding principal amount less than 25% of our outstanding indebtedness. See “Description of Notes—Guarantees.” Investing in the Notes involves risks. You should consider carefully the risk factors beginning on page S-10of this prospectus supplementand the “Risk Factors” section in our Annual Report on Form10-K for the year ended December31, 2024, which is incorporated by reference inthis prospectus supplement. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. (1)Plus accrued interest, if any, from May 9, 2025, if settlement occurs after that date. The Notes are a new issue of securities with no established trading market. We intend to apply to list the Notes on the New York Stock Exchange(the “NYSE”). We currently expect trading of the Notes to begin within 30 days after the original issue date. If such listing is obtained, we have noobligation to maintain such listing and we may delist the Notes at any time. The underwriters named below expect to deliver the Notes to purchasers inbook-entry form under the New Safekeeping Structure (the “NSS”) through Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A.,Luxembourg (“Clearstream, Luxembourg”) on or about May 9, 2025. Upon issuance, each series of Notes will be represented by a global registered notecertificate (the “Global Note”) and deposited with the common safekeeper (“Common Safekeeper”) for Euroclear and Clearstream, Luxembourg andregistered in the name of a nominee of the Common Safekeeper. This settlement date may affect trading of the Notes. See “Underwriting.” EU MiFID II product governance / Professional investors and ECPs only target market- Solely for the purposes of each manufacturer’sproduct approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligiblecounterparties and professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Notes to eligible counterpartiesand professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take intoconsideration the manufacturers’ target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own targetmarket assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriatedistribution channels. In connection with the issue of the Notes, J.P. Morgan Securities plc (the “Stabilisation Manager”) (or persons acting on behalf of the StabilisationManager) may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which mightotherwise prevail. However, stabilisation may not necessarily occ