Dana (NYSE: DAN) adds pro forma financials after $2.732B business sale

Rhea-AI Filing Summary

Dana Incorporated filed an amended current report to update prior disclosure about the sale of its off-highway business. The amendment adds unaudited pro forma consolidated financial statements as Exhibit 99.1, which show how Dana’s financials would look after the divestiture. Dana previously completed the sale of this business to Allison Transmission Holdings, Inc. for a cash purchase price of $2.732 billion, subject to adjustments, under a stock purchase agreement dated June 11, 2025. All other items from the original report remain unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2026

Dana Incorporated

(Exact name of registrant as specified in its charter)

Delaware		1-1063		26-1531856
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices, including zip code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol		Name of Each Exchange on which Registered
Common Stock, $.01 par value		DAN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2026 (the “Original Form 8-K”), on January 1, 2026, Dana Incorporated (“Dana”) completed the previously announced sale of its off-highway business to Allison Transmission Holdings, Inc. (the “Purchaser”) for a purchase price of $2.732 billion in cash, subject to certain adjustments (the “Transaction”). The Transaction was consummated pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of June 11, 2025, between Dana and the Purchaser.

This Amendment to Current Report on Form 8-K is being filed to amend and supplement the Original Form 8-K, the sole purpose of which is to provide the pro forma financial information required by Item 9.01, which was excluded from the Original Form 8-K and is filed as an exhibit hereto and is incorporated herein by reference. All other items in the Original Form 8-K remain the same.

Item 9.01. Financial Statements and Exhibits.

(b)          Pro Forma Financial Information.

The following unaudited pro forma financial information of Dana is filed as Exhibit 99.1 and is incorporated herein by reference:

· Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2025 and each of the years ended December 31, 2024 and 2023.

· Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2025.

· Notes to the Unaudited Pro Forma Consolidated Financial Statements.

(d)         Exhibits.

The following items are filed with this report.

Exhibit No.		Description
99.1		Unaudited Pro Forma Consolidated Financial Statements
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DANA INCORPORATED
	By:	/s/ Timothy R. Kraus
Date: January 7, 2026	Name:	Timothy R. Kraus
	Title:	Senior Vice President and Chief Financial Officer

FAQ

What did Dana (DAN) change in this amended 8-K/A filing?

Dana filed an amendment to its earlier current report to add unaudited pro forma consolidated financial statements as Exhibit 99.1, with all other items unchanged.

What major transaction involving Dana (DAN) is referenced in this filing?

The filing references Dana’s completed sale of its off-highway business to Allison Transmission Holdings, Inc..

What was the purchase price for Dana’s off-highway business sale?

The off-highway business was sold for a cash purchase price of $2.732 billion, which is subject to certain adjustments.

When did Dana (DAN) complete the sale of its off-highway business?

Dana completed the sale of its off-highway business on January 1, 2026.

What key exhibit is included in Dana’s 8-K/A amendment?

The amendment includes Exhibit 99.1, which contains Unaudited Pro Forma Consolidated Financial Statements for Dana.

Who was the buyer of Dana’s off-highway business?

The buyer was Allison Transmission Holdings, Inc., identified in the filing as the Purchaser.

Does the 8-K/A amendment change any other parts of Dana’s original report?

The amendment states that all other items in the original report remain the same; only the pro forma information has been added.