Dana Incorporated plans $1.07B note buybacks tied to $2.3B asset sale

Dana Incorporated announced that it and its wholly owned subsidiary, Dana Financing Luxembourg S.à r.l., have launched several cash tender offers to repurchase portions of their outstanding senior notes.

Rhea-AI Filing Summary

Dana Incorporated announced that it and its wholly owned subsidiary, Dana Financing Luxembourg S.à r.l., have launched several cash tender offers to repurchase portions of their outstanding senior notes. They are offering to buy up to $173 million of 5.375% notes due 2027, $173 million of 5.625% notes due 2028, €141 million of 3.000% notes due 2029, $173 million of 4.250% notes due 2030, €184 million of 8.500% notes due 2031, and $152 million of 4.500% notes due 2032 at 100% of principal plus accrued interest.

The offers are tied to the pending sale of Dana’s off-highway business, from which Dana expects about $2.3 billion of cash proceeds and plans to use approximately $1,066 million to fund these note purchases as an initial step in a broader debt reduction plan. The tender offers are scheduled to expire at 5:00 p.m., New York City time, on January 5, 2026, subject to conditions linked to completion of the asset sale.

Dana also issued conditional redemption notices to fully redeem all 2027 and 2028 notes on January 8, 2026 at 100% of principal plus accrued interest. Any of these notes not bought in the tender offers will be redeemed, assuming the asset sale proceeds are received and the related conditions are satisfied, which would fully repay the 2027 and 2028 issues.

Positive

• Dana expects approximately $2.3 billion of cash proceeds from the off-highway business sale and plans to use about $1,066 million of that amount to repurchase senior notes, representing a substantial planned reduction in debt.
• Conditional full repayment of the 2027 and 2028 notes via a combination of tender offers and redemptions would eliminate these nearer-term maturities once the asset sale condition is satisfied.

Negative

• None.

Insights

Credit and capital structure analyst

Dana plans over $1B of note repurchases and redemptions funded by a $2.3B asset sale.

Dana Incorporated links these tender offers directly to the pending sale of its off-highway business. The company expects about $2.3 billion of net cash proceeds and plans to allocate approximately $1,066 million to repurchase multiple series of U.S. dollar and euro senior notes. The offers cover notes maturing from 2027 through 2032, all at 100% of principal plus accrued interest, which targets a meaningful reduction in gross debt.

A key feature is the conditional full redemption of all 2027 and 2028 notes on January 8, 2026. Any of these notes not tendered will be redeemed at par plus accrued interest, assuming the asset sale condition is met. This structure gives holders an incentive to act within the tender window that ends at 5:00 p.m., New York City time, on January 5, 2026, while giving Dana a clear path to fully repay these nearer-dated maturities.

The entire plan depends on closing the off-highway business sale and receiving the expected proceeds, as both the tender offers and the redemptions are conditioned on that asset sale. If the condition is not satisfied by the redemption date, Dana can rescind the redemption notices. Subsequent disclosures around completion of the sale and settlement of the offers will clarify the actual level of debt reduction achieved.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

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

What did Dana Incorporated (DAN) announce regarding its debt on this 8-K?

Dana announced that it and its subsidiary Dana Financing Luxembourg S.à r.l. have commenced cash tender offers to repurchase several series of outstanding senior notes, and have issued conditional notices to fully redeem all of the 2027 and 2028 notes, using proceeds expected from a pending sale of the off-highway business.

How much of each Dana (DAN) note series is targeted in the tender offers?

Dana is offering to purchase at 100% of principal plus accrued interest up to $173 million of 5.375% senior notes due 2027, $173 million of 5.625% senior notes due 2028, €141 million of 3.000% senior notes due 2029, $173 million of 4.250% senior notes due 2030, €184 million of 8.500% senior notes due 2031, and $152 million of 4.500% senior notes due 2032.

What proceeds does Dana (DAN) expect from the off-highway business sale and how will they be used?

Dana expects to receive net proceeds of approximately $2.3 billion in cash from the sale of its off-highway business and plans to use about $1,066 million of those proceeds to fund purchases of the senior notes under the tender offers as an early step in its previously disclosed debt reduction plan.

When do Dana’s tender offers for its notes expire and when is settlement expected?

Each tender offer is scheduled to expire at 5:00 p.m., New York City time, on January 5, 2026, unless extended or earlier terminated, with payment for notes validly tendered and accepted expected to occur promptly after the expiration, subject to the stated conditions.

What are the terms of Dana’s conditional redemption of the 2027 and 2028 notes?

Dana issued conditional full redemption notices for all outstanding 2027 and 2028 notes with a redemption date of January 8, 2026, at a price of 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date. Any 2027 or 2028 notes not purchased in the tender offers will be redeemed, provided the asset sale condition is satisfied.

What conditions must be met for Dana’s tender offers and redemptions to proceed?

Both the tender offers and the redemptions are conditioned on Dana receiving proceeds from the consummation of the off-highway business sale, referred to as the asset sale condition, along with other customary conditions. If the asset sale condition is not met by the redemption date, Dana may rescind the redemption notices.

Does this 8-K from Dana (DAN) constitute an offer to buy or sell securities?

The report states that it does not constitute an offer to sell or purchase, or a solicitation of tenders, for any security, and that the tender offers are being made solely under the formal offer to purchase and only in jurisdictions where permitted by law.

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

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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): December 4, 2025

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))

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, $.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 7.01 Regulation FD Disclosure.

Tender Offers

On December 4, 2025, Dana Incorporated, a Delaware corporation (“Dana”), and Dana Financing Luxembourg S.à r.l., a Luxembourg private limited liability company and wholly owned subsidiary of Dana (“Dana Financing”), commenced cash tender offers (the “Offers”) under an offer to purchase (the “Offer to Purchase”) for certain of their outstanding notes.

Pursuant to the Offer to Purchase, Dana and Dana Financing are offering to purchase at 100% of the principal amount tendered, plus accrued and unpaid interest to, but not including, the purchase date, (i) up to $173 million of Dana’s 5.375% Senior Notes due 2027 (the “2027 Notes”), (ii) up to $173 million of Dana’s 5.625% Senior Notes due 2028 (the “2028 Notes”), (iii) up to €141 million of Dana Financing’s 3.000% Senior Notes due 2029, (iv) up to $173 million of Dana’s 4.250% Senior Notes due 2030, (v) up to €184 million of Dana Financing’s 8.500% Senior Notes due 2031 and (vi) up to $152 million of Dana’s 4.500% Senior Notes due 2032 (collectively, the “Notes”).

The Offers are being made in connection with the previously disclosed pending sale of Dana’s off-highway business (the “Off-Highway Business Sale”). Upon the consummation of the Off-Highway Business Sale, Dana expects to receive net proceeds of approximately $2.3 billion in cash and to use approximately $1,066 million of such proceeds to fund the purchase of the Notes (including the payment of accrued and unpaid interest) pursuant to the Offers as one of the first steps in the previously disclosed debt reduction plan.

The Offers are conditioned on Dana receiving proceeds from the consummation of the Off-Highway Business Sale (the “Asset Sale Condition”) and other customary conditions.

Each Offer will expire at 5:00 p.m., New York City time, on January 5, 2026, unless extended or earlier terminated. Payment for the Notes validly tendered and accepted for purchase is expected to occur promptly after the expiration of the Offers. D.F. King & Co., Inc. has been retained to act as the tender agent and information agent for the Offers. Additional information regarding the terms of the Offers is set forth in the Offer to Purchase.

This Current Report on Form 8-K does not constitute an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

Redemption of 2027 Notes and 2028 Notes

On December 4, 2025, Dana issued notices of conditional full redemption (the “Redemption”) with a redemption date of January 8, 2026 (the “Redemption Date”) for all of Dana’s outstanding 2027 Notes and 2028 Notes at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. Any 2027 Notes or 2028 Notes not accepted for payment pursuant to the Offers will be redeemed pursuant to the Redemption, subject to the conditions of the Redemption. The Redemption is conditioned upon the Asset Sale Condition. In Dana’s discretion, if the Asset Sale Condition is not satisfied, or cannot be satisfied, on or prior to the Redemption Date, the notices of conditional full redemption may be rescinded by Dana and shall be of no effect. Upon completion of the Offers and the Redemption with respect to the 2027 Notes and 2028 Notes, the 2027 Notes and 2028 Notes will be fully repaid.

Forward-Looking Statements

Certain statements and projections contained in this report 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 our current expectations, estimates, and projections about our 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. These forward-looking statements, including statements regarding the expected net proceeds from the Off-Highway Business Sale, the use of proceeds to fund the Offers, the expected settlement of the Offers and the anticipated repayment of the 2027 Notes and 2028 Notes, are not guarantees of future results and are subject to risks, uncertainties, and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

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 important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this report speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason, except as required by law.

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: December 4, 2025	Name:	Douglas H. Liedberg
	Title:	Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary