Dana Inc (NYSE: DAN) counsel exercises stock units, withholds shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Dana Inc senior vice president and general counsel Douglas H. Liedberg exercised equity awards and had shares withheld for taxes. On February 14, 2026, he converted 10,679 restricted stock units and 939 dividend equivalent rights into common shares at $0.00 per share. A total of 5,240 common shares were then withheld at $33.16 per share to cover his tax obligation, as noted in the footnotes. After these equity conversions and the tax-withholding disposition, he directly owned 210,350 common shares of Dana Inc.

Insider Trade Summary

11,618 shares exercised/converted

Mixed 5 txns

Insider Liedberg Douglas H

Role SVP, General Counsel and Secty

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	939	$0.00	--
Exercise	Restricted Stock Units	10,679	$0.00	--
Exercise	Common Stock, par value $0.01	10,679	$0.00	--
Exercise	Common Stock, par value $0.01	939	$0.00	--
Tax Withholding	Common Stock, par value $0.01	5,240	$33.16	$174K

Holdings After Transaction: Dividend Equivalent Rights — 3,647 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock, par value $0.01 — 214,651 shares (Direct)

Footnotes (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 three (3) equal annual installments beginning on the first anniversary date of the grant.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:29 PM

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^*

Liedberg Douglas H

(Last)

(First)

(Middle)

3939 TECHNOLOGY DRIVE

(Street)

MAUMEE

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)
02/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	02/14/2026		M		10,679	A	$0.0000	214,651	D
Common Stock, par value $0.01	02/14/2026		M		939	A	$0.0000	215,590	D
Common Stock, par value $0.01	02/14/2026		F		5,240⁽¹⁾	D	$33.16	210,350	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽²⁾	02/14/2026		M			939	⁽²⁾	⁽²⁾	Common Stock, par value $0.01	939	$0.0000	3,647	D
Restricted Stock Units	⁽³⁾	02/14/2026		M			10,679	02/14/2024⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01	10,679	$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 three (3) equal annual installments beginning on the first anniversary date of the grant.

	/s/ Laura L. Aossey on behalf of Douglas H. Liedberg	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Dana Inc (DAN) report for Douglas H. Liedberg?

Dana Inc reported that Douglas H. Liedberg exercised equity awards and had shares withheld for taxes. He converted 10,679 restricted stock units and 939 dividend equivalent rights into common shares, then 5,240 shares were withheld to satisfy his tax obligation.

How many Dana Inc (DAN) restricted stock units did Douglas H. Liedberg convert?

Douglas H. Liedberg converted 10,679 restricted stock units into Dana common stock. Each unit represents the right to receive one share or equivalent cash value, and they vest in three equal annual installments beginning on the first anniversary of the original grant date.

What are dividend equivalent rights in the Dana Inc (DAN) insider transaction?

Dividend equivalent rights accrued on previously granted restricted stock units and became exercisable as those units vested. In this transaction, 939 dividend equivalent rights were converted into Dana common shares alongside the vested restricted stock units on February 14, 2026.

Why were 5,240 Dana Inc (DAN) shares withheld from Douglas H. Liedberg?

A total of 5,240 Dana common shares were withheld to cover Douglas H. Liedberg’s tax obligation. The shares were valued at $33.16 each, and this tax-withholding disposition is described in the footnotes as payment of his tax liability using company stock.

How many Dana Inc (DAN) shares does Douglas H. Liedberg own after these transactions?

Following the equity award conversions and tax-withholding transaction, Douglas H. Liedberg directly owns 210,350 shares of Dana common stock. This figure reflects the net result after acquiring shares from restricted stock units and dividend equivalents and delivering shares for tax withholding.

How do Dana Inc (DAN) restricted stock units vest for executives like Douglas H. Liedberg?

Dana restricted stock units for this grant vest in three equal annual installments, beginning on the first anniversary of the grant date. Each vested unit gives the holder one share of common stock or equivalent cash, and each unit also carries dividend equivalent rights until settlement.