Dana adds $500M term loan to refinance 2031 notes

Dana Incorporated entered into Amendment No. 8 to its Credit and Guaranty Agreement, adding a new senior secured delayed draw term loan A facility with an aggregate principal amount of $500.0 million.

Rhea-AI Filing Summary

Dana Incorporated entered into Amendment No. 8 to its Credit and Guaranty Agreement, adding a new senior secured delayed draw term loan A facility with an aggregate principal amount of $500.0 million. The facility is available in a single draw any time before August 1, 2026, matures 364 days after borrowing, and bears interest at the same rate as revolving credit advances under the existing credit agreement. Dana expects to draw the full amount and use the proceeds to redeem all outstanding 8.500% Senior Notes due 2031 at a redemption price of 104.250% of principal, plus accrued interest, on or around July 31, 2026.

Insights

Credit and Capital Structure Analyst

Dana arranges a $500M term loan to refinance higher-coupon 2031 notes.

Dana added a senior secured delayed draw term loan A facility with aggregate principal of $500.0 million, maturing 364 days after borrowing. The loan shares pricing with existing revolving advances and is secured by a first-priority lien on substantially all assets of Dana and its restricted domestic subsidiaries.

The company expects to draw the full amount and redeem all outstanding 8.500% Senior Notes due 2031 at 104.250% of principal, plus accrued interest, on or around July 31, 2026. This shifts part of its capital structure from longer-dated, higher-coupon unsecured debt into shorter-term, secured bank financing, which may lower interest cost but increases near-term refinancing risk when the 364-day loan matures.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Delayed Draw Term Loan A Facility Size: $500.0 million 2031 Notes Coupon: 8.500% Redemption Price of 2031 Notes: 104.250% +4 more

7 metrics

Delayed Draw Term Loan A Facility Size $500.0 million Aggregate principal amount of the new senior secured delayed draw term loan A facility

2031 Notes Coupon 8.500% Interest rate on Senior Notes due 2031 to be redeemed

Redemption Price of 2031 Notes 104.250% Percentage of principal at which the 2031 Notes will be redeemed, plus accrued interest

Loan Maturity 364 days Maturity of the delayed draw term loan A facility after borrowing

Quarterly Amortization Rate 10% Required quarterly amortization of the outstanding principal beginning December 31, 2026

Availability End Date August 1, 2026 Last date by which the delayed draw term loan A facility may be drawn in a single draw

Expected Redemption Date July 31, 2026 Planned redemption date for all outstanding 8.500% Senior Notes due 2031

Key Terms

Delayed Draw Term Loan A Facility, senior secured, first-priority lien, restricted wholly owned domestic subsidiaries, +1 more

5 terms

Delayed Draw Term Loan A Facility financial

"provides for a new senior secured delayed draw term loan A facility"

senior secured financial

"provides for a new senior secured delayed draw term loan A facility"

Senior secured describes a loan or bond that has first claim on a company’s assets and is backed by specific collateral, like a mortgage on property. For investors, that means they are paid before other creditors if the company struggles or is liquidated, reducing the chance of loss compared with unsecured or junior debt. Think of it as a front-of-the-line, collateral-backed claim that typically carries lower interest because of that added protection.

first-priority lien financial

"secured on a first-priority lien basis on substantially all of the assets"

A first-priority lien is a legal claim that gives one lender or creditor the top spot to seize and sell specified assets if a borrower fails to pay. For investors, it matters because being first in line usually means a higher chance of recovering money after a default, lowering risk compared with holders who are behind in the queue — like a person cutting to the front of a checkout line for payment from the same pile of goods.

restricted wholly owned domestic subsidiaries financial

"which consist of all of Dana’s restricted wholly owned domestic subsidiaries"

forward-looking statements regulatory

"Cautionary Statement Regarding Forward-Looking Statements Certain statements contained"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new credit facility did Dana (DAN) add on July 10, 2026?

Dana added a new senior secured delayed draw term loan A facility with an aggregate principal amount of $500.0 million, under Amendment No. 8 to its existing Credit and Guaranty Agreement.

How does Dana (DAN) plan to use the $500 million delayed draw term loan?

Dana expects to draw the delayed draw term loan A facility in full and use the proceeds to redeem all outstanding 8.500% Senior Notes due 2031, plus related fees and expenses.

When does Dana’s (DAN) new delayed draw term loan A facility mature?

The delayed draw term loan A facility matures 364 days after the borrowing of the loans, with quarterly amortization payments beginning on December 31, 2026, and the remaining balance due at maturity.

What is the redemption price for Dana’s (DAN) 8.500% Senior Notes due 2031?

Dana plans to redeem the 8.500% Senior Notes due 2031 at 104.250% of principal, plus accrued and unpaid interest to, but not including, the expected redemption date around July 31, 2026.

What collateral supports Dana’s (DAN) new delayed draw term loan A facility?

The facility is senior secured and benefits from a first-priority lien on substantially all assets of Dana and its restricted wholly owned domestic subsidiaries, subject to certain exceptions and permitted liens.

When can Dana (DAN) draw on the new delayed draw term loan A facility?

Dana may make a single draw at any time prior to August 1, 2026 under the delayed draw term loan A facility, after which the facility will no longer be available.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/10/2026 - 04:30 PM Learn about SEC filing dates

DANA Inc false 0000026780 0000026780 2026-07-10 2026-07-10

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): July 10, 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)		(I.R.S. 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))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, $0.01 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 1.01 Entry into a Material Definitive Agreement.

On July 10, 2026, Dana Incorporated (“Dana”) entered into Amendment No. 8 to Credit and Guaranty Agreement (the “Eighth Amendment”) among Dana, as borrower, certain domestic subsidiaries of Dana party thereto (the “Guarantors”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”). The Eighth Amendment amends the Credit and Guaranty Agreement, dated as of June 9, 2016 (as amended from time to time, the “Credit Agreement”), among Dana and Dana International Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, as borrowers, the Guarantors from time to time party thereto, the lenders from time to time party thereto and the Agent.

The Eighth Amendment, among other things, provides for a new senior secured delayed draw term loan A facility (the “Delayed Draw Term Loan A Facility”) in an aggregate principal amount of $500.0 million. The Delayed Draw Term Loan A Facility may be used for general corporate purposes, including the repayment or repurchase of the 2031 Notes (as defined below) and the payment of fees and expenses related thereto and to the Eighth Amendment. The Delayed Draw Term Loan A Facility matures on the date that is 364 days after the borrowing of the loans thereunder. The Delayed Draw Term Loan A Facility is available to be drawn in a single draw at any time prior to August 1, 2026.

Advances under the Delayed Draw Term Loan A Facility accrue interest at the same rate as Revolving Credit Advances under the Credit Agreement, as set forth therein. The Delayed Draw Term Loan A Facility requires amortization payments quarterly on the last day of each fiscal quarter, beginning on December 31, 2026, in an amount equal to 10% of the aggregate principal amount outstanding under the Delayed Draw Term Loan A Facility, with the remaining outstanding amount repaid upon maturity.

The Delayed Draw Term Loan A Facility is guaranteed by the Guarantors, which consist of all of Dana’s restricted wholly owned domestic subsidiaries, subject to certain exceptions. The Delayed Draw Term Loan A Facility is secured on a first-priority lien basis on substantially all of the assets of Dana and the Guarantors, subject to certain exceptions and permitted liens.

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 8.01 Other Events.

Dana expects to draw down on the Delayed Draw Term Loan A Facility in full and use the proceeds therefrom to redeem all of the outstanding 8.500% Senior Notes due 2031 (the “2031 Notes”) issued by Dana Financing Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, and guaranteed by Dana, on or around July 31, 2026 (the “Redemption Date”). The redemption price is 104.250% of the principal amount of the 2031 Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements 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 expected use of proceeds from the Delayed Draw Term Loan A Facility and the timing and completion of the redemption of the 2031 Notes, 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 related to the availability and application of proceeds from the Delayed Draw Term Loan A Facility and the timing and completion of the redemption of the 2031 Notes, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this report.

Exhibit No.		Description
10.1*		Amendment No. 8 to Credit and Guaranty Agreement, dated as of July 10, 2026, among Dana Incorporated, the guarantors party thereto, Citibank, N.A. as administrative agent and collateral agent, and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Annexes, 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 annexes, schedules or exhibits to the SEC 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.

Date: July 10, 2026

DANA INCORPORATED
/s/ Douglas H. Liedberg
Name:		Douglas H. Liedberg
Title:		Senior Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.0 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB