DANA (DAN) director converts RSUs to stock and withholds shares for taxes

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(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DANA Inc director Ernesto M. Hernandez reported equity award transactions involving company stock. On February 11, 2026, he exercised 10,104 restricted stock units and 227 dividend equivalent rights, each at an exercise price of $0.0000, receiving the same number of DANA common shares.

To cover taxes on these awards, 3,100 shares of common stock were withheld at $32.07 per share. After these conversions and tax-withholding, Hernandez directly owned 26,637 shares of DANA common stock. The footnotes clarify these were equity compensation-related transactions, not open-market purchases or sales.

Insider Trade Summary

10,331 shares exercised/converted

Mixed 5 txns

Insider Hernandez Ernesto M

Role Director

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	227	$0.00	--
Exercise	Restricted Stock Units	10,104	$0.00	--
Exercise	Common Stock, par value $0.01	10,104	$0.00	--
Exercise	Common Stock, par value $0.01	227	$0.00	--
Tax Withholding	Common Stock, par value $0.01	3,100	$32.07	$99K

Holdings After Transaction: Dividend Equivalent Rights — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock, par value $0.01 — 29,510 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 full on the first anniversary date of the grant.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 04:26 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
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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^*

Hernandez Ernesto M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		10,104	A	$0.0000	29,510	D
Common Stock, par value $0.01	02/11/2026		M		227	A	$0.0000	29,737	D
Common Stock, par value $0.01	02/11/2026		F		3,100⁽¹⁾	D	$32.07	26,637	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⁾	02/11/2026		M			227	⁽²⁾	⁽²⁾	Common Stock, par value $0.01	227	$0.0000	0.0000	D
Restricted Stock Units	⁽³⁾	02/11/2026		M			10,104	02/11/2026⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01	10,104	$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 Ernesto M. Hernandez	02/12/2026
	** 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 did DANA (DAN) director Ernesto M. Hernandez report in this Form 4?

He reported equity award activity, including the conversion of restricted stock units and dividend equivalent rights into DANA common shares, plus share withholding to cover tax obligations. These transactions reflect compensation mechanics rather than open-market buying or selling of stock.

How many DANA (DAN) restricted stock units did Hernandez convert to shares?

Hernandez exercised 10,104 restricted stock units into 10,104 shares of DANA common stock at an exercise price of $0.0000 per share. Each unit represented the right to receive one share or equivalent cash, consistent with the company’s equity compensation terms.

What are the 227 dividend equivalent rights reported for DANA (DAN)?

The 227 dividend equivalent rights were accrued on previously granted restricted stock units and became exercisable as those units vested. On February 11, 2026, these rights were converted into 227 DANA common shares at a stated exercise price of $0.0000 per share.

Why were 3,100 DANA (DAN) shares withheld in Hernandez’s Form 4?

The 3,100 DANA common shares were withheld to satisfy Hernandez’s tax obligation arising from the vesting and settlement of equity awards. The withholding was reported at a price of $32.07 per share and is classified as a disposition for tax payment purposes.

How many DANA (DAN) shares does Hernandez own after these transactions?

Following the February 11, 2026 transactions, Hernandez directly owned 26,637 shares of DANA common stock. This figure reflects shares received from equity award conversions, reduced by the 3,100 shares withheld to cover associated tax liabilities on the vested awards.

Are these DANA (DAN) Form 4 transactions open-market trades?

No, the filing shows derivative conversions and tax withholding related to equity compensation, not open-market trades. The transactions involve exercising restricted stock units and dividend equivalent rights, with shares withheld to pay taxes, rather than discretionary purchases or sales on an exchange.