Dana sets 2026–2029 performance share awards

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8-K Event Classification

What executive compensation change did Dana (DAN) disclose in this 8-K?

How do Dana’s new performance-vested RSUs for 2026–2029 work?

When will Dana’s newly granted PSUs be settled in common stock?

Are all Dana executives, including the CEO, receiving these new PSUs?

Under which plan are Dana’s new PSUs being granted?

Dana Incorporated’s Board approved new performance-vested restricted stock unit (PSU) awards for eligible participants, including its named executive officers other than CEO Bruce McDonald, under the 2021 Omnibus Incentive Plan.

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The PSUs can be earned from zero to three times the target amount based on Dana’s stock price performance over a four-year period from January 1, 2026 through December 31, 2029, plus continued employment through each vesting date. Any PSUs ultimately earned will be settled in Dana common stock, delivered in two equal installments in early 2030 and early 2031.

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Dana approved new performance-vested restricted stock unit awards for eligible participants, including named executive officers other than the CEO. These awards are tied to stock price performance from 2026 through 2029 and are settled in Dana common stock in 2030 and 2031.

The PSUs vest based on Dana’s achievement of pre-determined stock price targets over a four-year period from January 1, 2026 to December 31, 2029, and the recipient’s continued employment. Earned units may range from zero to three times the target amount granted.

Any PSUs earned under the 2026–2029 performance program will be settled in Dana common stock in two equal installments. These installments are scheduled for early 2030 and early 2031, following completion of the four-year performance measurement period.

The filing states that eligible participants include Dana’s named executive officers, but specifically excludes Chief Executive Officer Bruce McDonald from this PSU grant. Other named executive officers may receive awards subject to performance and continued employment conditions.

DANA INCORPORATED

Date: February 6, 2026

/s/ Douglas H. Liedberg

Douglas H. Liedberg

Senior Vice President, Chief Legal and

Human Resources Officer and Corporate Secretary

The performance-vested restricted stock units are being granted under Dana’s 2021 Omnibus Incentive Plan. This plan provides the framework for equity-based awards, including the PSUs tied to stock price targets for the 2026–2029 performance period described in the filing.

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Accepted by SEC EDGAR 02/06/2026 - 04:40 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 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) (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))

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2026, the Board of Directors (the “Board”) of Dana Incorporated (the “Company”) approved a grant of performance-vested restricted stock units (“PSUs”) to eligible participants, including our named executive officers (other than our Chief Executive Officer, Bruce McDonald) under the Company’s 2021 Omnibus Incentive Plan.

The PSUs will vest, if at all, based on (x) the Company’s achievement of pre-determined stock price targets over the course of a four-year performance period extending from January 1, 2026 through December 31, 2029 and (y) the award holder’s continued employment through each applicable vesting date. The actual number of PSUs earned at the end of the measurement period may range from a minimum of zero to a maximum of three times target. Earned PSUs that vest (if any) will be settled by issuance of the Company’s common stock in two equal installments in early 2030 and early 2031.

The foregoing description of the PSUs does not purport to be complete and is qualified in its entirety by reference to the form of award agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following item is furnished with this report.


Exhibit No.		Description

10.1		Form of PSU Award Agreement

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.

Source: View Original Filing on SEC EDGAR