Dana (DAN) VP exercises RSUs, withholds 1,110 shares for taxes

Rhea-AI Filing Summary

Dana Inc. VP & Chief Accounting Officer James D. Kellett reported equity award activity on common stock and related derivatives. On February 13, 2026, he exercised 3,370 restricted stock units and 191 dividend equivalent rights, receiving an equal number of Dana common shares at an exercise price of $0.0000 per share.

To cover his tax obligation, 1,110 shares of common stock were withheld at $33.16 per share, as described in the footnotes. After these transactions, he directly owned 4,327 shares of Dana common stock, along with 705 dividend equivalent rights and 3,369 restricted stock units that remain outstanding.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kellett James D

(Last) (First) (Middle)

3939 TECHNOLOGY DRIVE

(Street)

MAUMEE OH 43537

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DANA Inc [ DAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	02/13/2026		M		3,370	A	$0.0000	5,246	D
Common Stock, par value $0.01	02/13/2026		M		191	A	$0.0000	5,437	D
Common Stock, par value $0.01	02/13/2026		F		1,110(1)	D	$33.16	4,327	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(2)	02/13/2026		M			191	(2)	(2)	Common Stock, par value $0.01	191	$0.0000	705	D
Restricted Stock Units	(3)	02/13/2026		M			3,370	02/13/2025(4)	(4)	Common Stock, par value $0.01	3,370	$0.0000	3,369	D

Explanation of Responses:

1. Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

2. Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately with the restricted stock units to which they relate, which have vested.

3. Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

4. Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.

	/s/ Laura L. Aossey on behalf of James D. Kellett	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Dana (DAN) report for James D. Kellett?

Dana reported that VP & Chief Accounting Officer James D. Kellett exercised equity awards on common stock. He converted 3,370 restricted stock units and 191 dividend equivalent rights into an equal number of shares, then had 1,110 shares withheld to satisfy his tax obligation.

How many Dana (DAN) shares did James D. Kellett receive and retain?

James D. Kellett received 3,561 Dana common shares from exercising restricted stock units and dividend equivalent rights. After 1,110 shares were withheld to cover taxes, he directly owned 4,327 Dana common shares, as reported in the Form 4 filing dated February 13, 2026.

What was the tax withholding transaction for Dana (DAN) shares?

To cover his tax obligation, 1,110 Dana common shares were withheld from James D. Kellett. The withholding price was reported as $33.16 per share, and this disposition was coded as a tax-withholding transaction rather than an open-market sale in the Form 4.

What are the restricted stock units reported for Dana (DAN) VP Kellett?

The filing shows 3,370 restricted stock units exercised into Dana common stock at a zero exercise price. Footnotes explain each restricted stock unit represents a right to receive one share or cash equal to the share’s market value and vests in three equal annual installments from the grant’s first anniversary.

What are the dividend equivalent rights in the Dana (DAN) Form 4?

Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable in step with those units as they vest. In this filing, 191 dividend equivalent rights were exercised into 191 Dana common shares at a reported exercise price of $0.0000 per share.

How many Dana (DAN) equity awards remain outstanding for James D. Kellett?

After the reported transactions, James D. Kellett held 705 dividend equivalent rights and 3,369 restricted stock units. These derivatives relate to Dana common stock and are reported as directly owned positions, separate from his 4,327 directly held common shares.