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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): July 31, 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 1.01 | Entry into a Material Definitive Agreement. |
On July 31,
2025, Dana Incorporated (“Dana”) entered into Amendment No. 7 to Credit and Guaranty Agreement (the “Seventh
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 Seventh 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 Seventh
Amendment, among other things, adds a new term A facility (the “2025 New Term A Facility”) in an aggregate principal
amount of $250.0 million. The 2025 New Term A Facility matures upon the earlier of (i) the date that is five business days after the consummation
of the divestiture of Dana’s off-highway business and (ii) the date that is 364 days following the effectiveness of the Seventh
Amendment.
Advances under
the 2025 New Term A Facility accrue interest at the same rate as Revolving Credit Advances under the Credit Agreement, as set forth therein.
The 2025 New Term A Facility requires amortization payments quarterly on the last day of each fiscal quarter, beginning on December 31,
2025, in an amount equal to 10% of the aggregate principal amount outstanding under the 2025 New Term A Facility, with the remaining outstanding
amount repaid upon maturity.
The 2025 New
Term A Facility is guaranteed by the Guarantors, which consist of all of Dana’s restricted wholly owned domestic subsidiaries, subject
to certain exceptions. The 2025 New Term 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 description
above is a summary of the Seventh Amendment and is qualified in its entirety by the complete text of the Seventh Amendment, which is attached
to this report as Exhibit 10.1 and is 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 above, under Item 1.01,
is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed
with this report.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 7 to Credit and Guaranty Agreement, dated as of July 31, 2025, 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) |
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 |
|
| |
|
|
|
Date: August 1, 2025 |
By: |
/s/ Douglas H. Liedberg |
|
| |
Name: |
Douglas H. Liedberg |
|
| |
Title: |
Senior Vice President, General Counsel and Secretary |
|
