Dana Inc. CEO reports major RSU vesting and tax share withholding

Rhea-AI Filing Summary

Dana Inc. Chairman and CEO R. Bruce McDonald reported equity transactions in company stock. On 11/25/2025, restricted stock units vested and converted into 1,217,798 shares of common stock at an exercise price of $0.0000, increasing his direct holdings to 1,292,577 shares. Dividend equivalent rights tied to earlier awards also converted into an additional 22,105 shares, again at $0.0000, bringing his direct ownership to 1,314,682 shares.

To cover tax obligations from these vestings, 540,598 shares were withheld at a price of $21.91 per share, leaving McDonald with 774,084 shares of Dana common stock held directly after the transactions.

Insider Trade Summary

1,239,903 shares exercised/converted

Mixed 5 txns

Insider McDonald R Bruce

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	22,105	$0.00	--
Exercise	Restricted Stock Units	1,217,798	$0.00	--
Exercise	Common Stock, par value $0.01	1,217,798	$0.00	--
Exercise	Common Stock, par value $0.01	22,105	$0.00	--
Tax Withholding	Common Stock, par value $0.01	540,598	$21.91	$11.84M

Holdings After Transaction: Dividend Equivalent Rights — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock, par value $0.01 — 1,292,577 shares (Direct)

Footnotes (1)

1. Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation. 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. 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 full 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^*

McDonald R Bruce

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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	11/25/2025		M		1,217,798	A	$0.0000	1,292,577	D
Common Stock, par value $0.01	11/25/2025		M		22,105	A	$0.0000	1,314,682	D
Common Stock, par value $0.01	11/25/2025		F		540,598(1)	D	$21.91	774,084	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)	11/25/2025		M			22,105	(2)	(2)	Common Stock, par value $0.01	22,105	$0.0000	0.0000	D
Restricted Stock Units	(3)	11/25/2025		M			1,217,798	11/25/2025(4)	(4)	Common Stock, par value $0.01	1,217,798	$0.0000	0.0000	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 full on the first anniversary date of the grant.

	/s/ Laura L. Aossey on behalf of R. Bruce McDonald	11/26/2025
	** 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 (DAN) report in this Form 4?

The Form 4 reports that Chairman and CEO R. Bruce McDonald had restricted stock units and related dividend equivalents vest into common stock, followed by share withholding to satisfy tax obligations.

How many Dana (DAN) shares vested to the CEO on 11/25/2025?

On 11/25/2025, 1,217,798 restricted stock units vested into Dana common stock, and dividend equivalent rights converted into an additional 22,105 shares.

How many Dana (DAN) shares were withheld for taxes in this filing?

The filing states that 540,598 shares of Dana common stock were withheld to satisfy the reporting person’s tax obligation at a price of $21.91 per share.

What is R. Bruce McDonald’s direct Dana (DAN) share ownership after the transactions?

Following the reported vesting and tax withholding, R. Bruce McDonald directly holds 774,084 shares of Dana common stock.

What types of derivative awards are involved in this Dana (DAN) Form 4?

The transactions involve restricted stock units and related dividend equivalent rights, each converting into Dana common stock at an exercise price of $0.0000 when vested.

What role does the reporting person hold at Dana (DAN)?

The reporting person, R. Bruce McDonald, is listed as both a Director and an Officer, serving as Chairman & CEO of Dana Inc.