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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): February 11, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On
February 12, 2026, Dana Incorporated (the “Company”) announced the appointment of Byron Foster to the position of President
and Chief Executive Officer (“CEO”) of the Company, effective July 1, 2026. The Board of Directors (the “Board”)
also elected Mr. Foster to the Board, effective February 11, 2026. R. Bruce McDonald will continue to serve as CEO until Mr. Foster’s
effective date and will continue to serve as Chairman of the Board thereafter.
Mr.
Foster, 57, currently serves as the Company’s Senior Vice President and President, Light Vehicle Systems. He joined the Company
in 2021 as Senior Vice President and Chief Commercial, Marketing, and Communications Officer and later that year assumed his current role.
Mr. Foster has more than two decades of senior leadership experience, including executive roles at Johnson Controls, Inc. and Adient plc.
He is a member of the board of directors of Wabtec Corporation and holds a Bachelor of Business Administration from the University of
Michigan and a Master of Business Administration from Northwestern University.
| Item 7.01 | Regulation FD Disclosure. |
On
February 12, 2026, the Company issued a press release announcing the leadership transition described above. A copy of the press release
is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
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. |
(d) Exhibits.
The following item is furnished with this report.
| Exhibit No. |
|
Description |
| 99.1 |
|
Dana Incorporated Press Release dated February 12, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 12, 2026 |
Name: |
Douglas H. Liedberg |
|
| |
Title: |
Senior Vice President, Chief Legal and Human Resources Officer and Corporate
Secretary |
|
EXHIBIT 99.1

Dana Incorporated Announces Appointment of Byron
Foster as Chief Executive Officer
MAUMEE, Ohio, Feb. 12, 2026 — Dana Incorporated
(NYSE: DAN) today announced that its board of directors has appointed Byron Foster as Chief Executive Officer, effective July 1, 2026.
This planned effective date allows for a structured transition period. R. Bruce McDonald, who has served as Chairman and CEO since 2024,
will continue in his role as Chairman of the Board.
Mr. Foster currently serves as Senior Vice President
and President of Light Vehicle Systems, Dana’s largest business unit. He joined Dana in 2021 to lead the company’s global
commercial, marketing, and communications efforts and assumed his current role later that same year. Under his leadership, the Light Vehicle
Systems business has delivered strong sales growth and profit margin improvement. Mr. Foster has more than two decades of senior leadership
experience, including executive roles at Johnson Controls and Adient plc, and he serves on the board of directors of Wabtec Corporation.
He holds a Bachelor of Business Administration from the University of Michigan and an MBA from Northwestern University.
“Byron is an exceptional leader with a
deep understanding of our business, our customers, and the opportunities ahead. He has been a driving force behind Dana’s transformation,
playing a pivotal role in elevating our operations and delivering stronger results across the organization. His commercial, operational,
and strategic expertise make him the ideal person to guide Dana through its next chapter of growth. I look forward to supporting him in
my ongoing role as Chairman as he assumes leadership of the company,” said R. Bruce McDonald, Chairman and current Chief Executive
Officer.
“I
am honored by the trust the board has placed in me and grateful for Bruce’s leadership and support during this transition,”
said Byron Foster. “Dana has a powerful legacy of engineering excellence and a talented global team committed to delivering value
to our customers across the light vehicle and commercial vehicle markets. I look forward to building on this strong foundation as we continue
to innovate, grow, and position Dana for long-term success.”
About Dana Incorporated
Dana is a leader in the design and manufacture of highly efficient propulsion
and energy-management solutions that power vehicles and machines in all mobility markets across the globe. The company is shaping sustainable
progress through its conventional and clean-energy solutions that support nearly every vehicle manufacturer with drive and motion systems;
electrodynamic technologies, including software and controls; and thermal, sealing, and digital solutions.
Based in Maumee, Ohio, USA, the company reported
preliminary sales of $7.5 billion in 2025 with 28,000 people in 24 countries across six continents. Learn more at dana.com.
###
| Contact: | | Craig Barber |
| | | +1-419-887-5166 |
| | | craig.barber@dana.com |