Dana Inc executive exercises RSUs, tax shares withheld

Byron S. Foster, President, Light Vehicle Drive Systems at Dana Inc, exercised 20,613 restricted stock units and 465 dividend equivalent rights into common stock on February 11, 2026.

Rhea-AI Filing Summary

Byron S. Foster, President, Light Vehicle Drive Systems at Dana Inc, exercised 20,613 restricted stock units and 465 dividend equivalent rights into common stock on February 11, 2026. In connection with these vestings, 9,191 shares of common stock were withheld to satisfy his tax obligation at $32.0700 per share. After these transactions, he directly holds 125,039 shares of Dana common stock.

Insider Trade Summary

21,078 shares exercised/converted

Exercise 5 txns

Insider Foster Byron S.

Role Pres, Light Veh Drive Systems

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	465	$0.00	$0.00
Exercise	Restricted Stock Units	20,613	$0.00	$0.00
Exercise	Common Stock, par value $0.01	20,613	$0.00	$0.00
Exercise	Common Stock, par value $0.01	465	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01	9,191	$32.07	$295K

Holdings After Transaction: Dividend Equivalent Rights — 7,131 contracts (Direct); Restricted Stock Units — 40,011 contracts (Direct); Common Stock, par value $0.01 — 125,039 shares (Direct)

Footnotes (4)

1. F1. Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.
2. F2. 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. F3. 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. F4. Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.

Key Figures

RSUs exercised: 20,613 shares Dividend equivalent rights exercised: 465 shares Tax-withheld shares: 9,191 shares +2 more

5 metrics

RSUs exercised 20,613 shares Restricted stock units converted into common stock on February 11, 2026

Dividend equivalent rights exercised 465 shares Dividend equivalent rights converted into common stock on February 11, 2026

Tax-withheld shares 9,191 shares Shares of common stock withheld for Byron S. Foster’s tax obligation

Tax-withholding price 32.0700 per share Per-share value used for the tax-withholding disposition of 9,191 shares

Post-transaction holdings 125,039 shares Direct common stock position held by Byron S. Foster after these transactions

Key Terms

Dividend Equivalent Rights, Restricted Stock Units, tax-withholding disposition, vest in three (3) equal annual installments

4 terms

Dividend Equivalent Rights financial

"Dividend equivalent rights accrued on previously granted restricted stock units"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Restricted Stock Units financial

"Each restricted stock unit granted represents the right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

vest in three (3) equal annual installments financial

"Restricted stock units granted vest in three (3) equal annual installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Byron S. Foster report in his Form 4 for Dana Inc (DAN)?

Byron S. Foster reported exercising 20,613 restricted stock units and 465 dividend equivalent rights into Dana common stock on February 11, 2026. As part of these events, 9,191 shares were withheld to cover his tax obligation.

How many Dana Inc (DAN) shares were withheld for taxes in this Form 4?

The Form 4 shows that 9,191 shares of Dana common stock were withheld to satisfy Byron S. Foster’s tax obligation. These shares were valued at $32.0700 per share, according to the reported tax-withholding disposition transaction.

What are Byron S. Foster’s post-transaction Dana Inc (DAN) common stock holdings?

After the reported exercises and tax withholding, Byron S. Foster directly holds 125,039 shares of Dana common stock. This reflects his remaining equity position following the vesting of restricted stock units and the related tax-share withholding.

How many restricted stock units did Byron S. Foster exercise in Dana Inc (DAN)?

Byron S. Foster exercised 20,613 restricted stock units into Dana common stock on February 11, 2026. Each restricted stock unit represents the right to receive one share of Dana common stock or cash equal to its market value.

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

The filing notes dividend equivalent rights that accrue on restricted stock units and become exercisable proportionately as the units vest. On February 11, 2026, 465 such rights were exercised into Dana common stock alongside vested restricted stock units.

How do Dana Inc (DAN) restricted stock units vest for Byron S. Foster?

Restricted stock units granted to Byron S. Foster vest in three equal annual installments, beginning on the first anniversary of the grant date. Each unit includes dividend equivalent rights and represents the right to receive one share of Dana common stock or equivalent cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 04:26 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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.