Dana (NYSE: DAN) executive logs RSU conversions and tax share withholding

Rhea-AI Filing Summary

Dana Inc. officer Byron S. Foster reported equity award activity involving company stock. On 02/11/2026, he acquired 20,613 shares of Dana common stock at $0.0000 per share through the conversion of restricted stock units, increasing his directly held common stock to 133,765 shares. The same day, dividend equivalent rights converted into an additional 465 common shares at $0.0000 per share, lifting his direct holdings to 134,230 shares.

Also on 02/11/2026, 9,191 shares of common stock at $32.07 per share were withheld to cover his tax obligation, leaving him with 125,039 directly owned common shares. Following these transactions, he also directly holds 40,011 restricted stock units and 7,131 dividend equivalent rights 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^*

Foster Byron S.

(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)
	Pres, Light Veh Drive Systems

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		20,613	A	$0.0000	133,765	D
Common Stock, par value $0.01	02/11/2026		M		465	A	$0.0000	134,230	D
Common Stock, par value $0.01	02/11/2026		F		9,191(1)	D	$32.07	125,039	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)	02/11/2026		M			465	(2)	(2)	Common Stock, par value $0.01	465	$0.0000	7,131	D
Restricted Stock Units	(3)	02/11/2026		M			20,613	02/11/2026(4)	(4)	Common Stock, par value $0.01	20,613	$0.0000	40,011	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 Byron S. Foster	02/12/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Dana (DAN) officer Byron S. Foster report?

Byron S. Foster reported equity award activity on 02/11/2026. Restricted stock units and dividend equivalent rights converted into Dana common shares, and some shares were withheld to satisfy his tax obligation, changing his direct stock and award balances.

How many Dana (DAN) shares did Byron S. Foster acquire through award conversions?

He acquired 20,613 Dana common shares from restricted stock units and 465 shares from dividend equivalent rights. Both were recorded at an exercise price of $0.0000 per share, reflecting vesting and conversion of existing equity awards rather than open-market purchases.

How many Dana (DAN) shares were withheld for Byron S. Foster’s taxes?

A total of 9,191 Dana common shares were withheld at $32.07 per share to cover Foster’s tax obligation. This tax-withholding disposition reduced his directly held common stock after the award conversions were completed on 02/11/2026.

What are Byron S. Foster’s direct Dana (DAN) common stock holdings after these transactions?

After the transactions on 02/11/2026, Foster directly owns 125,039 shares of Dana common stock. This figure reflects both the shares gained from equity award conversions and the shares withheld to satisfy his tax obligation on the vested awards.

What derivative awards does Byron S. Foster still hold in Dana (DAN)?

Following the reported activity, Foster directly holds 40,011 restricted stock units and 7,131 dividend equivalent rights. Each restricted stock unit represents the right to receive one share of Dana common stock or cash equal to its market value, with attached dividend equivalents.

How do Byron S. Foster’s restricted stock units in Dana (DAN) vest?

The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. Each unit carries dividend equivalent rights and can settle in Dana common stock or, at Dana’s election, cash equal to the market value per share.