Dana (DAN) executive Foster reports vesting, RSU grant and tax share withholding

Rhea-AI Filing Summary

Dana Inc. executive Byron S. Foster, President of Light Vehicle Drive Systems, reported several equity-related transactions in Dana common stock on February 6, 2026.

He acquired 62,602 shares of common stock at $30.4 per share from the vesting of performance shares and another 936 shares through the exercise of dividend equivalent rights at $0.0000 per share. To cover tax obligations from the performance share vesting, 27,922 shares were withheld at $30.4 per share. He also received a grant of 25,749 restricted stock units under Dana’s 2021 Omnibus Incentive Plan, each representing one share of common stock or equivalent cash, vesting in three equal annual installments beginning on the first anniversary of the grant. Following these transactions, Foster directly owned 113,152 shares of Dana common stock and 25,749 restricted stock units, along with 7,596 dividend equivalent rights.

Insider Trade Summary

936 shares exercised/converted

Mixed 5 txns

Insider Foster Byron S.

Role Pres, Light Veh Drive Systems

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	936	$0.00	--
Grant/Award	Restricted Stock Units	25,749	$0.00	--
Grant/Award	Common Stock, par value $0.01	62,602	$30.40	$1.90M
Exercise	Common Stock, par value $0.01	936	$0.00	--
Tax Withholding	Common Stock, par value $0.01	27,922	$30.40	$849K

Holdings After Transaction: Dividend Equivalent Rights — 7,596 shares (Direct); Restricted Stock Units — 25,749 shares (Direct); Common Stock, par value $0.01 — 140,138 shares (Direct)

Footnotes (1)

1. Represents the acquisition of common stock resulting from the vesting of performance shares. Represents shares withheld to satisfy tax obligations upon vesting of performance shares. Dividend equivalent rights accrued on previously granted performance share units and become exercisable proportionately with the performance share units to which they relate, which have been awarded and distributed. Restricted stock units granted pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan. 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. Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
02/06/2026

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	02/06/2026		A		62,602(1)	A	$30.4	140,138	D
Common Stock, par value $0.01	02/06/2026		M		936	A	$0.0000	141,074	D
Common Stock, par value $0.01	02/06/2026		F		27,922(2)	D	$30.4	113,152	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	(3)	02/06/2026		M			936	(3)	(3)	Common Stock, par value $0.01	936	$0.0000	7,596	D
Restricted Stock Units(4)	(5)	02/06/2026		A		25,749		02/06/2027(6)	(6)	Common Stock, par value $0.01	25,749	$0.0000	25,749	D

Explanation of Responses:

1. Represents the acquisition of common stock resulting from the vesting of performance shares.

2. Represents shares withheld to satisfy tax obligations upon vesting of performance shares.

3. Dividend equivalent rights accrued on previously granted performance share units and become exercisable proportionately with the performance share units to which they relate, which have been awarded and distributed.

4. Restricted stock units granted pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan.

5. 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.

6. 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	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Byron S. Foster report at Dana Inc. (DAN)?

Byron S. Foster reported equity transactions tied to performance-based awards and new grants. He acquired common shares from vested performance shares, exercised dividend equivalent rights, had shares withheld for taxes, and received new restricted stock units under Dana’s 2021 Omnibus Incentive Plan.

How many Dana (DAN) shares did Byron S. Foster acquire from performance share vesting?

He acquired 62,602 shares of Dana common stock from the vesting of performance shares at $30.4 per share. These shares reflect earned long-term incentive compensation rather than an open-market purchase, according to the transaction description and related footnote.

What is the size and structure of Byron S. Foster’s restricted stock unit grant at Dana (DAN)?

He received 25,749 restricted stock units under Dana’s 2021 Omnibus Incentive Plan. Each unit represents one share of common stock or equivalent cash and includes dividend equivalent rights. The grant vests in three equal annual installments starting one year after the grant date.

Why were Dana (DAN) shares withheld in Byron S. Foster’s Form 4 filing?

The filing shows 27,922 shares of Dana common stock were withheld at $30.4 per share. A footnote explains these shares were withheld specifically to satisfy tax obligations arising from the vesting of performance share awards, rather than being sold in the market.

How many Dana (DAN) common shares does Byron S. Foster own after these transactions?

After the reported transactions, Byron S. Foster directly owned 113,152 shares of Dana common stock. He also held 25,749 restricted stock units and 7,596 dividend equivalent rights, reflecting his ongoing equity-based compensation position at the company.

What are dividend equivalent rights in Byron S. Foster’s Dana (DAN) filing?

Dividend equivalent rights in this filing are linked to performance share units and accrue in step with them. The Form 4 notes 936 such rights were exercised into common stock, and 7,596 remained beneficially owned, becoming exercisable proportionately with related performance share units.