Dana Announces Pricing, Expiration and Results of Tender Offers for Any and All of its Outstanding 4.250% Senior Notes due 2030 and 4.500% Senior Notes due 2032

Rhea-AI Summary

Dana (NYSE: DAN) announced tender-offer results covering $357,873,000 in principal of its senior notes due in 2030 and 2032.

The offers expired November 13, 2026. Dana intends to purchase $181,151,000 of 4.250% notes due 2030 at $975.28 per $1,000 principal and $176,722,000 of 4.500% notes due 2032 at $976.35 per $1,000 principal. Payment is planned for November 17, 2026, plus accrued interest to, but excluding, that date. Interest on accepted notes will then stop accruing. For remaining notes, Dana intends, but is not obligated, to remove most covenants from one or both series, including change-of-control repurchase obligations, while retaining principal and interest payment obligations.

4 points · 0 major

PositiveiHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.$181,151,000 of 4.250% notes due 2030 are intended for repurchase below principal at $975.28 per $1,000. 7.6% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.$176,722,000 of 4.500% notes due 2032 are intended for repurchase below principal at $976.35 per $1,000. 7.4% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned covenant removal for remaining notes in one or both series would eliminate restrictions, including change-of-control repurchase obligations.
• Minor point. Forward-looking: it has not happened yet and may not happen.Interest stops accruing November 17, 2026 on all notes accepted for purchase.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Accrued interest is payable in addition to purchase consideration through, but excluding, November 17, 2026.

News Explained

Dana intends to buy the accepted notes on November 17, 2026, and accepted principal is below outstanding principal in both series ($181,151,000 versus $226,800,000 due 2030 and $176,722,000 versus $198,452,000 due 2032), so notes will remain if the purchase completes as intended, and the company may, but need not, defease their covenants other than those requiring payment and maintenance of an office.

Key Figures

Notes tendered: $357,873,000 2030 Notes accepted: $181,151,000 2032 Notes accepted: $176,722,000 +2 more

Notes tendered

$357,873,000

Aggregate principal amount validly tendered and not withdrawn by expiration

2030 Notes accepted

$181,151,000

Principal amount tendered and accepted for purchase

2032 Notes accepted

$176,722,000

Principal amount tendered and accepted for purchase

2030 Notes consideration

$975.28 per $1,000 principal amount

For Notes accepted for purchase

2032 Notes consideration

$976.35 per $1,000 principal amount

For Notes accepted for purchase

Historical Context

1 past event · Latest: Nov 06

1 event

1. Nov 06

   Tender offer launch

   24h Move

   -3.4%

   Launched cash offers for the same two senior-note series; the stock's prior-day reaction was -3.41%.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, accrued interest, defease, cusip

4 terms

tender offer financial

"tender offers to purchase for cash any and all of its outstanding"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

accrued interest financial

"Holders whose Notes are accepted for purchase will also receive accrued interest"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

defease financial

"currently intends to (but is not obligated to) defease all covenants"

Defease means setting aside safe, income-producing assets (often government bonds) to fully cover a debt’s future payments so the original borrower is released from further responsibility. Think of it like putting a guaranteed pay-as-you-go fund in a lockbox so the loan no longer affects the borrower’s obligations or credit terms. Investors watch defeasance because it changes who bears repayment risk, can alter credit profiles, and affects bond liquidity and value.

cusip financial

"CUSIP No. / ISIN"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

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MAUMEE, Ohio, Nov. 13, 2026 /PRNewswire/ -- Dana Incorporated (NYSE: DAN) ("Dana" or the "Company") announced today the pricing, expiration and results of its tender offers to purchase for cash any and all of its outstanding 4.250% Senior Notes due 2030 (the "2030 Notes") and 4.500% Senior Notes due 2032 (the "2032 Notes" and, together with the 2030 Notes, the "Notes"). The tender offers (each, an "Offer" and, together, the "Offers") were made pursuant to the Offer to Purchase, dated November 6, 2026 (the "Offer to Purchase"). The Offers expired at 5:00 p.m., New York City time, on November 13, 2026 (the "Expiration Date").

According to information provided by D.F. King & Co., Inc., the tender and information agent for the Offers, $357,873,000 aggregate principal amount of Notes were validly tendered by the Expiration Date and not validly withdrawn by the Withdrawal Deadline (as defined in the Offer to Purchase). The table below includes information about the aggregate principal amount of Notes referred to above broken out between 2030 Notes and 2032 Notes. The table below also shows pricing information regarding the Notes, including the Consideration (as defined below) for the Notes, calculated as of 3:00 p.m., New York City time, today, November 13, 2026, in accordance with the Offer to Purchase.

Title of Security	CUSIP No. / ISIN(1)	Aggregate Principal Amount Outstanding	Principal Amount Tendered and Accepted	U.S. Treasury Reference Security	Reference Yield	Bloomberg Reference Page	Fixed Spread	Consideration(2)
4.250% Senior Notes due 2030	235825AH9 / US235825AH97	$226,800,000	$181,151,000	4.125% UST due August 31, 2030	4.972 %	FIT5	0 bps	$975.28
4.500% Senior Notes due 2032	235825AJ5 / US235825AJ53	$198,452,000	$176,722,000	1.875% UST due February 15, 2032	5.017 %	FIT6	0 bps	$976.35

	(1)		No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. Such information is provided solely for the convenience of the holders of the Notes (each, a "Holder" and, collectively, the "Holders").
	(2)		Reflects the consideration (the "Consideration") for each $1,000 principal amount of Notes of each series validly tendered, not validly withdrawn and accepted for purchase pursuant to the Offers. In addition to the Consideration, Holders whose Notes are accepted for purchase pursuant to the Offers will also receive accrued interest ("Accrued Interest") on such Notes from the last interest payment date of such Notes to, but not including, November 17, 2026 (the "Settlement Date"). Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase.

The Company intends to accept for purchase the principal amount of the Notes specified in the table above and pay the applicable Consideration and Accrued Interest for such Notes on the Settlement Date.

To the extent any Notes remain outstanding following the consummation of the Offers, the Company currently intends to (but is not obligated to) defease all covenants (except payment of principal and interest and maintenance of office) with respect to one or both series of Notes, in which case Holders of such Notes will continue to receive interest on each scheduled interest payment date and principal on the stated maturity date but will not benefit from any restrictive covenants removed pursuant to the defeasance, including the change of control repurchase obligations.

The description of the Offers above is only a summary and is qualified in its entirety by the Offer to Purchase.

Information Relating to the Offers

The Company retained J.P. Morgan Securities LLC and Barclays Capital Inc. as dealer managers in connection with the Offers (the "Dealer Managers"). In such capacities, they may contact Holders regarding the Offers and may request brokers, dealers, commercial banks, trust companies and other nominees or intermediaries to forward the Offer to Purchase and related materials to beneficial owners of Notes. Requests for documents may be directed to D.F. King & Co., the tender and information agent, at: (866) 796-3441 (toll-free) (bankers and brokers can call collect at (212) 257-2516) or dana@dfking.com. Questions about the Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4466 (toll-free) or (212) 834-3554 (collect) or Barclays Capital Inc. at (800) 438-3242 (toll-free) or by email at us.lm@barclays.com.

This news release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale has been or will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers were only made pursuant to the Offer to Purchase.

About Dana Incorporated

Dana Incorporated (NYSE: DAN) is a global leader in the design and manufacture of highly efficient propulsion solutions for the light- and commercial vehicle markets. Guided by its vision to be the world's best powertrain company, Dana delivers advanced conventional and clean energy technologies that help customers improve the performance, efficiency, and durability of their vehicles. The company supplies leading vehicle manufacturers and related aftermarkets with industry defining drive systems, electrodynamic technologies, and thermal and sealing solutions.

Forward-Looking Statements

This news release includes "forward-looking statements" within the meaning of the federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often be identified by words such as "anticipates," "expects," "believes," "intends," "plans," "predicts," "seeks," "estimates," "projects," "outlook," "may," "will," "should," "would," "could," "potential," "continue," "ongoing" and similar expressions, variations or negatives of these words. These statements represent the present expectations of the Company and its consolidated subsidiaries based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed in the Offer to Purchase and in our filings with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this news release.

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SOURCE Dana Incorporated

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did Dana tender holders submit, and when is settlement planned?

Dana received $357,873,000 in validly tendered principal that was not validly withdrawn and intends to purchase it on November 17, 2026. This comprises $181,151,000 of notes due 2030 and $176,722,000 of notes due 2032.

Would Dana's planned covenant removal change payments on notes remaining outstanding?

Holders of remaining notes subject to covenant removal would continue receiving interest on scheduled payment dates and principal at stated maturity. Dana intends, but is not obligated, to remove most covenants from one or both series; payment obligations and the obligation to maintain an office would remain.