Dana Incorporated Completes Sale of Off-Highway Business

Rhea-AI Summary

Dana (NYSE: DAN) completed the previously announced sale of its Off-Highway business to Allison Transmission for $2.7 billion on January 2, 2026.

The transaction was priced at 7.5x the Off-Highway business's expected 2025 adjusted EBITDA. Dana said proceeds will reduce debt by approximately $2 billion, target net leverage of 1x over the business cycle, and enable returning $1 billion to shareholders through 2027 (about $650 million already returned, a $50 million increase versus the prior target).

The company cited improved focus on light- and commercial-vehicle systems, continued cost-reduction execution, and named financial and legal advisors.

Positive

• Sale proceeds of $2.7 billion
• Transaction valued at 7.5x expected 2025 adjusted EBITDA
• Planned debt reduction of approximately $2 billion
• Target net leverage of 1x over the business cycle
• Plan to return $1 billion to shareholders through 2027
• Already returned approximately $650 million (increase of $50 million)

Negative

• No reconciliation of Off-Highway expected adjusted EBITDA to GAAP provided

News Market Reaction

+5.01%

1 alert

+5.01% News Effect

On the day this news was published, DAN gained 5.01%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Off-Highway sale price: $2.7 billion EBITDA multiple: 7.5x Debt reduction target: $2 billion +3 more

6 metrics

Off-Highway sale price $2.7 billion Consideration from Allison for Off-Highway business

EBITDA multiple 7.5x Multiple of expected 2025 adjusted EBITDA for Off-Highway business

Debt reduction target $2 billion Planned debt reduction funded by transaction proceeds

Capital return plan $1 billion Total capital to be returned to shareholders through 2027

Capital already returned $650 million Returned to shareholders since transaction was announced

2024 sales $7.7 billion Company-reported sales for 2024

Market Reality Check

Price: $30.40 Vol: Volume 1,019,789 is below...

low vol

$30.40 Last Close

Volume Volume 1,019,789 is below 20-day average 1,968,208 (relative 0.52x). low

Technical Price 23.76 sits near 52-week high 24.24 and above 200-day MA 18.04.

Peers on Argus

Several auto parts peers were down modestly (e.g., GTX -0.91%, GT -1.74%, ATMU -...

Several auto parts peers were down modestly (e.g., GTX -0.91%, GT -1.74%, ATMU -0.88%, PHIN -1.09%), broadly matching DAN’s -1.41% move, while ADNT rose 0.47%. The momentum scanner did not flag a coordinated sector move.

Historical Context

5 past events · Latest: Nov 25 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 25	Conference participation	Neutral	+2.5%	Announcement of participation in UBS Global Industrials and Transportation Conference.
Nov 19	Deal approvals	Positive	+0.3%	All required regulatory approvals received for Off-Highway sale to Allison.
Nov 14	Conference participation	Neutral	-1.3%	Participation in Barclays Global Automotive and Mobility Tech Conference.
Oct 29	Earnings and guidance	Positive	+7.6%	Q3 2025 results with higher margins and raised full-year profit guidance.
Oct 27	Conference participation	Neutral	-0.5%	Announcement of appearance at Gabelli Automotive Symposium with CEO fireside chat.

Pattern Detected

Earnings with guidance raises drew the strongest positive reaction, while conference and transaction-progress headlines saw more muted, mixed moves.

Recent Company History

Over the last few months, Dana reported solid Q3 2025 results with $1.92B sales and higher full-year profit guidance, which coincided with a 7.64% gain. Subsequent conference appearances in late October and mid‑November produced small, mixed price reactions. A November update confirming regulatory approvals for the Off‑Highway sale and outlining a $600M shareholder return and $2B debt reduction plan led to only a slight move. Today’s completion of that divestiture advances the balance-sheet and portfolio actions previously outlined.

Market Pulse Summary

The stock moved +5.0% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +5.0% in the session following this news. A strong positive reaction aligns with the strategic nature of completing the Off‑Highway divestiture for $2.7 billion and the plan to cut debt by $2 billion while returning $1 billion to shareholders. Historically, Dana’s most pronounced move followed its Q3 2025 results and raised guidance, suggesting investors have rewarded clear balance‑sheet and profitability improvements, though future reactions depended on execution against these targets.

Key Terms

adjusted EBITDA, non-GAAP financial measure, Form 10-K, Form 10-Q, +3 more

7 terms

adjusted EBITDA financial

"valued at 7.5 times the Off-Highway business's expected 2025 adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

non-GAAP financial measure financial

"Adjusted EBITDA is a non-GAAP financial measure which we have defined as"

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

Form 10-K regulatory

"See our most recent Annual Report on Form 10-K, subsequent Quarterly Reports"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Form 10-Q regulatory

"Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Form 8-K regulatory

"Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that include"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

forward-looking statements regulatory

"Certain statements and projections contained in this communication are, by their nature, forward-looking"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

net leverage financial

"achieving its target net leverage of 1x over the business cycle"

Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.

AI-generated analysis. Not financial advice.

MAUMEE, Ohio, Jan. 2, 2026 /PRNewswire/ -- Dana Incorporated (NYSE: DAN) today announced the completion of its previously disclosed sale of the Off-Highway business to Allison Transmission Holdings, Inc. (NYSE: ALSN; "Allison") for $2.7 billion.

The transaction, valued at 7.5 times the Off-Highway business's expected 2025 adjusted EBITDA, represents a significant milestone in Dana's ongoing transformation strategy.

"Closing this transaction marks an important step in Dana's evolution," said R. Bruce McDonald, Chairman and Chief Executive Officer of Dana. "We are now a more focused company, dedicated to serving light- and commercial-vehicle customers with both traditional and electrified systems. This divestiture, combined with the successful execution of our cost-reduction plan, will strengthen our balance sheet, improve margins, reduce complexity, and position us to accelerate innovation and growth in our core markets."

The proceeds of this transaction will enable the company to reduce debt by approximately $2 billion, achieving its target net leverage of 1x over the business cycle. Additionally, the company plans to return $1 billion to shareholders through 2027, including approximately $650 million already returned since the transaction was announced—an increase of $50 million compared to the prior target.

Dana extends its sincere appreciation to the talented employees of the Off-Highway business. Their dedication and expertise have built a world-class organization, and we are confident they will continue to thrive as part of Allison.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as Dana's financial advisors. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided legal counsel, and Ernst & Young LLP acted as transaction advisor.

Non-GAAP Financial Information

Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Expected Off-Highway adjusted EBITDA is EBITDA for the Off-Highway segment adjusted for excluded operations and certain corporate costs.

We have not provided a reconciliation of our Off-Highway adjusted EBITDA to the most comparable GAAP measure of net income (loss). Providing expected net income (loss) is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income (loss), including restructuring actions, asset impairments and certain income tax adjustments. See our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that include reconciliations with the most comparable GAAP measures that are indicative of the reconciliations that would be prepared upon completion of the period covered by the expected non-GAAP measure.

Forward-Looking Statements

Certain statements and projections contained in this communication are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Dana's current expectations, estimates, and projections about Dana's industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," and similar expressions, and variations or negatives of these words. Forward-looking statements include, among other things, statements about the potential benefits of the transaction; the expected net cash proceeds from the transaction and plans to repay debt and return capital to shareholders; the prospective performance and outlook of Dana's business, performance and opportunities following the completion of the transaction; as well as any assumptions underlying any of the foregoing. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause Dana's actual results to differ materially and adversely from those expressed in any forward-looking statement. Such risks and uncertainties include, without limitation, risks associated with the transaction, such as that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for Dana, including uncertainty regarding the expected financial performance and results of Dana following completion of the transaction; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees, or suppliers; and the possibility that if Dana does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Dana's shares could decline, as well as other risks related to Dana's business. Dana's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss additional important risk factors that could affect Dana's business, results of operations and financial condition. The forward-looking statements in this communication speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

About Dana Incorporated

Dana is a leader in the design and manufacture of highly efficient propulsion and energy-management solutions that power vehicles and machines in all mobility markets across the globe.  The company is shaping sustainable progress through its conventional and clean-energy solutions that support nearly every vehicle manufacturer with drive and motion systems; electrodynamic technologies, including software and controls; and thermal, sealing, and digital solutions.

Based in Maumee, Ohio, USA, the company reported sales of approximately $7.7 billion in 2024 with 28,000 people in 22 countries across six continents.  With a history dating to 1904, Dana was named among the "World's Most Ethical Companies" for 2025 by Ethisphere and as one of "America's Most Responsible Companies 2025" by Newsweek.  The company is driven by a high-performance culture that focuses on valuing others, inspiring innovation, growing responsibly, and winning together, earning it global recognition as a top employer.  Learn more at dana.com.

View original content to download multimedia:https://www.prnewswire.com/news-releases/dana-incorporated-completes-sale-of-off-highway-business-302651727.html

SOURCE Dana Incorporated

FAQ

How much did Dana (NYSE: DAN) receive from the sale of its Off-Highway business?

Dana received $2.7 billion from the sale to Allison Transmission, completed January 2, 2026.

What multiple did Dana achieve on the Off-Highway sale for DAN?

The transaction was valued at 7.5 times the Off-Highway business's expected 2025 adjusted EBITDA.

How will the sale affect Dana's (DAN) debt levels and leverage?

Proceeds are expected to reduce debt by approximately $2 billion, targeting net leverage of 1x over the business cycle.

What shareholder returns did Dana (DAN) announce after the Off-Highway sale?

Dana plans to return $1 billion to shareholders through 2027 and has returned about $650 million to date.

Who bought Dana's Off-Highway business in the transaction announced January 2, 2026?

Allison Transmission (NYSE: ALSN) acquired Dana's Off-Highway business.

Did Dana (DAN) disclose a GAAP reconciliation for the Off-Highway adjusted EBITDA used in the sale valuation?

Dana stated it has not provided a reconciliation of expected Off-Highway adjusted EBITDA to the most comparable GAAP measure.