false
0000026780
0000026780
2026-02-10
2026-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 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) |
|
(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 7.01 | Regulation FD Disclosure. |
Dana
Incorporated (“Dana”) today issued a news release announcing that its Board of Directors (the “Board”) declared
a quarterly dividend of $0.12 per share on its common stock, payable on March 20, 2026, to holders of Dana common stock as of February
27, 2026, and that the Board approved an increase and extension of Dana’s share repurchase program to a total of $2.0 billion through
2030. A copy of the press release is attached hereto as Exhibit 99.1.
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 11, 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 11, 2026 |
Name: |
Douglas H. Liedberg |
|
| |
Title: |
Senior Vice President, Chief Legal and Human Resources Officer and Corporate
Secretary |
|
EXHIBIT 99.1

Dana to Pay Increased Dividend on Common Stock;
Increases, Extends Share Repurchase Program
MAUMEE, Ohio, February 11, 2026 – Dana Incorporated (NYSE: DAN)
announced today that its board of directors has declared a dividend on its common stock.
The board declared a quarterly dividend of $0.12 per share, payable
March 20, 2026, to holders of Dana common stock as of February 27. This is an increase of 20 percent over the prior quarterly dividend.
Also today, the board of directors increased and extended the share
repurchase program from $1 billion by 2027 to a total of $2 billion by 2030, including the $750 million already returned under the program.
“The dividend increase and expanded share repurchase
program underscore the board’s confidence in Dana’s strategy, long-term
financial strength, and our commitment to delivering enhanced returns to shareholders, said Timothy Kraus, Senior Vice
President and Chief Financial Officer.
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
419.887.5166