Form 4: Foster Byron S. reports multiple insider transactions in DAN

Rhea-AI Filing Summary

Foster Byron S. reported multiple insider transaction types in a Form 4 filing for DAN. The filing lists transactions totaling 50,947 shares at a weighted average price of $33.16 per share. Following the reported transactions, holdings were 5,987 shares.

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^*

Foster Byron S.

(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)
	Pres, Light Veh Drive Systems

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		19,770	A	$0.0000	144,809	D
Common Stock, par value $0.01	02/13/2026		M		1,144	A	$0.0000	145,953	D
Common Stock, par value $0.01	02/13/2026		F		9,119(1)	D	$33.16	136,834	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			1,144	(2)	(2)	Common Stock, par value $0.01	1,144	$0.0000	5,987	D
Restricted Stock Units	(3)	02/13/2026		M			19,770	02/13/2025(4)	(4)	Common Stock, par value $0.01	19,770	$0.0000	19,769	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 Byron S. Foster	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).
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.

FAQ

What insider transaction did DANA (DAN) executive Byron S. Foster report?

Byron S. Foster reported routine equity award activity, exercising restricted stock units and dividend equivalent rights into DANA common shares. Some shares were withheld to cover taxes, so this filing reflects compensation and tax withholding rather than discretionary open-market trading.

How many DANA (DAN) shares did Byron S. Foster acquire through equity awards?

On February 13, 2026, Byron S. Foster acquired 19,770 shares from restricted stock units and 1,144 shares from dividend equivalent rights, both at $0.00 per share. These transactions represent the settlement of previously granted equity awards into DANA common stock.

How many DANA (DAN) shares were withheld for Byron S. Foster’s taxes?

A total of 9,119 DANA common shares were withheld to satisfy Byron S. Foster’s tax obligations. The withholding occurred at a reference price of $33.16 per share and is reported as a tax-withholding disposition, not as an open-market sale of stock.

What is Byron S. Foster’s DANA (DAN) share ownership after these Form 4 transactions?

Following the February 13, 2026 transactions, Byron S. Foster directly owned 136,834 DANA common shares. This balance reflects the shares received from exercising equity awards, reduced by the portion withheld to cover his associated tax liability.

What are dividend equivalent rights in the DANA (DAN) Form 4 for Byron S. Foster?

The dividend equivalent rights accrued on previously granted restricted stock units and became exercisable as those units vested. On February 13, 2026, 1,144 such rights were converted into an equal number of DANA common shares at $0.00 per share.

How do Byron S. Foster’s restricted stock units in DANA (DAN) vest?

Each restricted stock unit represents one DANA share or equivalent cash, with attached dividend equivalent rights. The units reported vest in three equal annual installments, beginning on the first anniversary of the grant date, leading to periodic share settlements over time.