Dauch Corp (AXL) CEO granted 575,758 performance-based stock units

Rhea-AI Filing Summary

Dauch Corp Chairman and CEO David C. Dauch received an award of 575,758 shares of common stock on a performance-based basis. These represent restricted stock units (PSUs) granted at target performance, with the actual number earned tied to the company’s share price performance through March 31, 2029.

The PSUs can pay out up to 300% of the target amount if maximum performance is reached. They generally vest 50% at the end of the performance period and 50% one year later. After this award, Dauch beneficially owns 2,266,146 common shares directly and 1,913,326 common shares indirectly through family and UGMA trusts.

Insider Trade Summary

Net Buyer: 575,758 shares

Net Buy 2 txns

Insider DAUCH DAVID C

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	575,758	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,266,146 shares (Direct); Common Stock — 1,913,326 shares (Indirect, By Family/UGMA Trusts)

Footnotes (1)

1. F1. These shares represent a grant of performance-based restricted stock units (PSUs) at target level performance. The actual number of PSUs that will be achieved is based on the highest average price of the Company's common stock achieved over any 20-day trading period during the measurement period ending March 31, 2029 ("Performance Period"). The number of PSUs earned by the reporting person will not exceed 300% of target. The PSUs will generally vest 50% at the end of the Performance Period and 50% on the one-year anniversary thereof.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/04/2026 - 05:34 PM Learn about SEC filing dates

FAQ

What did AXL Chairman and CEO David C. Dauch receive in this Form 4 filing?

David C. Dauch received a performance-based grant of 575,758 restricted stock units (PSUs) tied to Dauch Corp common stock. These units are awarded at target performance and can increase if share price performance over the measurement period is strong.

How is the performance of the AXL PSUs granted to David C. Dauch measured?

The PSUs’ performance depends on the highest average price of Dauch Corp common stock over any 20-day trading period during a measurement period ending March 31, 2029. This price performance determines how many units ultimately vest for the CEO.

What is the maximum payout for the AXL PSUs granted to David C. Dauch?

The number of PSUs earned by David C. Dauch cannot exceed 300% of the target amount of 575,758 units. This cap limits the maximum shares he can receive, even if Dauch Corp stock significantly outperforms during the performance period.

When do the AXL PSUs granted to David C. Dauch vest?

The PSUs generally vest in two stages: 50% at the end of the performance period ending March 31, 2029, and 50% one year after that date. Vesting depends on achieving performance conditions tied to Dauch Corp’s share price.

How many AXL shares does David C. Dauch beneficially own after this award?

After this grant, David C. Dauch beneficially owns 2,266,146 Dauch Corp common shares directly. He also has indirect beneficial ownership of 1,913,326 additional shares held through family and UGMA trusts associated with him.

Are the AXL PSUs granted to David C. Dauch immediately paid in stock or cash?

The award is structured as performance-based restricted stock units that vest over time, not as an immediate stock or cash payment. Actual shares delivered depend on Dauch Corp’s stock price performance through March 31, 2029 and the vesting schedule.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DAUCH DAVID C

(Last) (First) (Middle)

ONE DAUCH DRIVE

(Street)

DETROIT MI 48211-1198

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dauch Corp [ AXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		575,758(1)	A	(1)	2,266,146	D
Common Stock								1,913,326	I	By Family/UGMA Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares represent a grant of performance-based restricted stock units (PSUs) at target level performance. The actual number of PSUs that will be achieved is based on the highest average price of the Company's common stock achieved over any 20-day trading period during the measurement period ending March 31, 2029 ("Performance Period"). The number of PSUs earned by the reporting person will not exceed 300% of target. The PSUs will generally vest 50% at the end of the Performance Period and 50% on the one-year anniversary thereof.

Remarks:

	/s/ Kristen M. Netschke, by POA from David C. Dauch	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.