Dana Inc. (DAN) CFO reports performance share vesting and 33,802 new RSUs

Rhea-AI Filing Summary

Dana Inc. SVP & Chief Financial Officer Timothy R. Kraus reported equity compensation-related transactions dated February 6, 2026. He acquired 91,857 shares of common stock from the vesting of performance shares, while 40,849 shares were withheld to cover tax obligations at a price of $30.4 per share.

Dividend equivalent rights on previously granted performance share units were exercised for 1,375 common shares, and Kraus received a new grant of 33,802 restricted stock units under the 2021 Omnibus Incentive Plan. Each restricted stock unit represents one share of common stock or cash equal to its market value and vests in three equal annual installments beginning on the first anniversary of the grant.

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)
02/06/2026

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		91,857(1)	A	$30.4	190,388	D
Common Stock, par value $0.01	02/06/2026		M		1,375	A	$0.0000	191,763	D
Common Stock, par value $0.01	02/06/2026		F		40,849(2)	D	$30.4	150,914	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			1,375	(3)	(3)	Common Stock, par value $0.01	1,375	$0.0000	10,699	D
Restricted Stock Units(4)	(5)	02/06/2026		A		33,802		02/06/2027(6)	(6)	Common Stock, par value $0.01	33,802	$0.0000	33,802	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 Timothy R. Kraus	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 Dana Inc. (DAN) report for Timothy R. Kraus?

Dana Inc. reported that SVP & CFO Timothy R. Kraus acquired common shares through vesting awards and received new restricted stock units. The filing reflects equity compensation events, including performance share vesting, tax withholding in shares, and a fresh grant of restricted stock units.

How many Dana Inc. (DAN) shares did the CFO acquire from performance share vesting?

The CFO acquired 91,857 shares of common stock from the vesting of performance shares. These shares represent earned long-term incentives, with a portion later withheld in shares to satisfy associated tax obligations linked to the vesting event.

What tax-related share withholding occurred in this Dana (DAN) Form 4 filing?

The filing shows 40,849 common shares were withheld to satisfy tax obligations arising from performance share vesting. Instead of paying cash for taxes, part of the vested shares was retained to cover the required tax amounts at the reported share price.

What new restricted stock units did Dana Inc. (DAN) grant to the CFO?

Dana Inc. granted 33,802 restricted stock units to the CFO under the 2021 Omnibus Incentive Plan. Each unit represents the right to receive one share of common stock or equivalent cash and includes dividend equivalents, vesting in three equal annual installments starting one year after grant.

How were dividend equivalent rights handled in this Dana (DAN) insider transaction?

Previously accrued dividend equivalent rights on performance share units were exercised into 1,375 shares of common stock. These rights track dividends on underlying performance units and become exercisable proportionately as the related performance share units are awarded and distributed.

What does the vesting schedule look like for the new Dana (DAN) restricted stock units?

The 33,802 restricted stock units granted to the CFO vest in three equal annual installments, beginning on the first anniversary of the grant date. This structure supports multi-year retention and aligns compensation with Dana’s longer-term performance and share value.