Dana (NYSE: DAN) closes $2.732B sale of off-highway business unit

Rhea-AI Filing Summary

Dana Incorporated completed the previously announced sale of its off-highway business to Allison Transmission Holdings, Inc. for a cash purchase price of $2.732 billion, subject to certain adjustments. The transaction closed on January 1, 2026 under a Stock Purchase Agreement dated June 11, 2025. Dana has furnished a press release about the closing and plans to file unaudited pro forma financial information reflecting the sale by amendment within four business days after the closing date.

Positive

• Completed $2.732 billion cash divestiture of the off-highway business to Allison Transmission Holdings, converting a full business line into cash proceeds.

Negative

• None.

Insights

Equity research analyst

Dana receives $2.732B cash from selling its off-highway business.

Dana Incorporated has closed the sale of its off-highway business to Allison Transmission Holdings for a cash purchase price of $2.732 billion, subject to adjustments. This is a sizable divestiture, turning a full business line into cash and simplifying Dana’s portfolio.

The filing does not describe how the cash will be used, so the financial impact will depend on future capital allocation choices such as debt reduction, reinvestment, or returns to shareholders disclosed elsewhere. The off-highway business will no longer contribute revenue or earnings once the transaction is reflected.

Dana plans to file unaudited pro forma financial information within four business days after the January 1, 2026 closing date. Those pro formas will show how the company’s historical financials look after removing the off-highway business and adding the transaction effects, giving a clearer view of the ongoing operations.

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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): 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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 1, 2026 (the “Closing Date”), 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 (the “Purchase Agreement”), between Dana and the Purchaser.

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to Dana’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2025 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On January 2, 2026, Dana issued a press release with respect to the closing of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this item (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(b)       Pro Forma Financial Information.

The unaudited pro forma financial information of Dana giving effect to the Transaction will be filed by an amendment to this Form 8-K within four business days following the Closing Date.

(d)       Exhibits.

The following items are filed or furnished with this report.

Exhibit No.		Description
2.1*		Stock Purchase Agreement, dated as of June 11, 2025, by and between Dana Incorporated and Allison Transmission Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to Dana’s Current Report on Form 8-K filed with the SEC on June 13, 2025)
99.1		Press Release dated January 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

* Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Dana agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

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/ Douglas H. Liedberg
Date: January 2, 2026	Name:	Douglas H. Liedberg
	Title:	Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

FAQ

What major transaction did Dana (DAN) report in this filing?

Dana reported that it has completed the sale of its off-highway business to Allison Transmission Holdings, Inc.. The transaction closed on January 1, 2026 under a Stock Purchase Agreement dated June 11, 2025.

How much did Dana receive for the sale of its off-highway business?

The off-highway business was sold for a purchase price of $2.732 billion in cash, subject to certain adjustments, paid by Allison Transmission Holdings, Inc.

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

The buyer is Allison Transmission Holdings, Inc., which purchased Dana’s off-highway business pursuant to a Stock Purchase Agreement dated June 11, 2025.

Will Dana provide pro forma financials after this transaction?

Yes. Dana stated that unaudited pro forma financial information giving effect to the transaction will be filed by an amendment within four business days following the January 1, 2026 closing date.

Did Dana issue a press release about the closing of the sale?

Yes. On January 2, 2026, Dana issued a press release regarding the closing of the transaction. This press release is included as Exhibit 99.1 and is incorporated by reference.

Is the press release about Dana’s transaction considered filed or furnished?

The information related to the press release, including Exhibit 99.1, is being furnished rather than filed and is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934.