Dana (NYSE: DAN) SVP exercises RSUs and withholds 7,937 shares for tax

Rhea-AI Filing Summary

Dana Inc. executive Douglas H. Liedberg, SVP, General Counsel and Secretary, reported equity compensation transactions in Dana common stock. On February 13, 2026, he acquired 16,637 shares of common stock through the exercise of restricted stock units at $0.0000 per share, and an additional 960 shares through dividend equivalent rights, also at $0.0000 per share.

On the same date, 7,937 shares of common stock were withheld at $33.16 per share to satisfy his tax obligation. After these transactions, he directly owned 203,972 shares of Dana common stock, and held 16,637 restricted stock units and 4,586 dividend equivalent rights.

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^*

Liedberg Douglas H

(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, General Counsel and Secty

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		16,637	A	$0.0000	210,949	D
Common Stock, par value $0.01	02/13/2026		M		960	A	$0.0000	211,909	D
Common Stock, par value $0.01	02/13/2026		F		7,937(1)	D	$33.16	203,972	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)	02/13/2026		M			960	(2)	(2)	Common Stock, par value $0.01	960	$0.0000	4,586	D
Restricted Stock Units	(3)	02/13/2026		M			16,637	02/13/2025(4)	(4)	Common Stock, par value $0.01	16,637	$0.0000	16,637	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 Douglas H. Liedberg	02/17/2026
	** 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).
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FAQ

What insider transactions did Dana (DAN) SVP Douglas Liedberg report?

Douglas H. Liedberg reported exercising restricted stock units and dividend equivalent rights into Dana common shares, and having shares withheld for taxes. These transactions are part of his equity compensation and do not represent open-market purchases or sales.

How many Dana (DAN) shares did Douglas Liedberg acquire on February 13, 2026?

He acquired 16,637 Dana common shares via restricted stock units and 960 shares via dividend equivalent rights, both at a stated exercise price of $0.0000 per share, reflecting the vesting and settlement of equity awards rather than cash purchases.

How many Dana (DAN) shares were withheld to cover Douglas Liedberg’s taxes?

A total of 7,937 Dana common shares were withheld to satisfy Douglas H. Liedberg’s tax obligation, at a reported price of $33.16 per share. This tax-withholding disposition reduces shares delivered but is a common feature of equity award settlements.

What is Douglas Liedberg’s Dana (DAN) share ownership after these transactions?

Following the reported transactions, Douglas H. Liedberg directly owned 203,972 Dana common shares. He also held 16,637 restricted stock units and 4,586 dividend equivalent rights, which each represent rights tied to additional Dana common shares or their cash value.

What are restricted stock units and dividend equivalent rights in Dana (DAN)’s plan?

Each restricted stock unit represents the right to receive one Dana common share or equivalent cash, subject to vesting in three equal annual installments. Dividend equivalent rights accrue on these units and become exercisable proportionately as the underlying restricted stock units vest.

Was Douglas Liedberg’s Dana (DAN) Form 4 transaction a market sale?

The filing shows derivative exercises and tax-withholding dispositions, not open-market sales. Shares were issued from restricted stock units and dividend equivalents, with 7,937 shares withheld to cover taxes, reflecting standard equity compensation mechanics rather than discretionary trading.