Dana (DAN) CFO Kraus exercises stock units, withholds shares to cover taxes

Rhea-AI Filing Summary

Dana Inc. SVP & Chief Financial Officer Timothy R. Kraus reported equity award activity on February 13, 2026. He exercised 29,954 restricted stock units and 1,734 dividend equivalent rights into common stock at an exercise price of $0.0000 per share.

To satisfy his tax obligation, 13,816 common shares were withheld at a price of $33.16 per share. After these transactions, he directly owned 184,396 shares of common stock, along with 8,354 dividend equivalent rights and 29,954 restricted stock units tied to Dana common stock.

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^*

Kraus Timothy R

(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)
	SVP & Chief Financial 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		29,954	A	$0.0000	196,478	D
Common Stock, par value $0.01	02/13/2026		M		1,734	A	$0.0000	198,212	D
Common Stock, par value $0.01	02/13/2026		F		13,816(1)	D	$33.16	184,396	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			1,734	(2)	(2)	Common Stock, par value $0.01	1,734	$0.0000	8,354	D
Restricted Stock Units	(3)	02/13/2026		M			29,954	02/13/2025(4)	(4)	Common Stock, par value $0.01	29,954	$0.0000	29,954	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 Timothy R. Kraus	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 Inc. (DAN) report for Timothy R. Kraus?

Dana Inc. reported that SVP & CFO Timothy R. Kraus exercised equity awards on February 13, 2026. He converted restricted stock units and dividend equivalent rights into common shares, with a portion of the resulting stock withheld to cover tax obligations.

How many Dana Inc. (DAN) restricted stock units did Timothy R. Kraus exercise?

Timothy R. Kraus exercised 29,954 restricted stock units on February 13, 2026. Each unit represents the right to receive one share of Dana common stock, or at Dana’s election, cash equal to the market value per share, and includes dividend equivalent rights.

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

Dividend equivalent rights are accruals tied to previously granted restricted stock units. They become exercisable proportionately with those units as they vest, and in this case 1,734 such rights were exercised into Dana common stock on February 13, 2026.

How many Dana Inc. (DAN) shares were withheld to cover Timothy R. Kraus’s taxes?

A total of 13,816 Dana common shares were withheld to satisfy Timothy R. Kraus’s tax obligation. These shares were valued at $33.16 per share, representing a tax-withholding disposition rather than an open-market sale of stock.

What is Timothy R. Kraus’s Dana Inc. (DAN) common stock ownership after the transactions?

Following the reported transactions, Timothy R. Kraus directly owned 184,396 Dana common shares. He also held 8,354 dividend equivalent rights and 29,954 restricted stock units, all linked to Dana common stock awards and their associated dividend equivalents.

When do Timothy R. Kraus’s Dana Inc. (DAN) restricted stock units vest?

The restricted stock units referenced in the filing vest in three equal annual installments, beginning on the first anniversary of the grant date. This schedule gradually delivers Dana common stock or equivalent cash value over three years.