Dana CFO reports RSU vesting and tax withholding

DANA Inc Senior Vice President and Chief Financial Officer Timothy R. Kraus reported equity compensation-related transactions.

Rhea-AI Filing Summary

DANA Inc Senior Vice President and Chief Financial Officer Timothy R. Kraus reported equity compensation-related transactions. He converted 17,743 restricted stock units and 1,560 dividend equivalent rights into an equal number of common shares at a stated price of $0.00 per share.

To cover tax obligations from these vestings, 8,417 common shares were withheld at $33.16 per share, as indicated by the tax-withholding code and footnote. After these transactions, Kraus directly owned 195,282 shares of Dana common stock.

Insider Trade Summary

19,303 shares exercised/converted

Exercise 5 txns

Insider Kraus Timothy R

Role SVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	1,560	$0.00	$0.00
Exercise	Restricted Stock Units	17,743	$0.00	$0.00
Exercise	Common Stock, par value $0.01	17,743	$0.00	$0.00
Exercise	Common Stock, par value $0.01	1,560	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01	8,417	$33.16	$279K

Holdings After Transaction: Dividend Equivalent Rights — 6,794 contracts (Direct); Restricted Stock Units — 0 contracts (Direct); Common Stock, par value $0.01 — 195,282 shares (Direct)

Footnotes (4)

1. F1. Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.
2. F2. 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. F3. 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. F4. Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did DANA Inc (DAN) CFO Timothy R. Kraus report?

Timothy R. Kraus reported the vesting and conversion of restricted stock units and dividend equivalent rights into Dana common shares. These were non-cash equity compensation events, reflecting previously granted awards becoming shares according to their original grant terms.

How many DANA Inc (DAN) restricted stock units did the CFO convert to shares?

He converted 17,743 restricted stock units into an equal number of Dana common shares at a stated price of $0.00. Each unit represented the right to receive one share of common stock or equivalent cash at Dana’s election, including dividend equivalents.

What are dividend equivalent rights in the DANA Inc (DAN) Form 4 filing?

Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately as those units vest. In this filing, 1,560 dividend equivalent rights converted into common shares alongside the underlying vested restricted stock units.

Did the DANA Inc (DAN) CFO sell shares in the open market?

The filing shows 8,417 shares were disposed of under transaction code F to satisfy tax obligations. Footnotes explain these shares were withheld by the company for taxes, not sold in an open-market transaction initiated for investment purposes.

How many DANA Inc (DAN) shares does the CFO own after these transactions?

After the reported equity conversions and tax-withholding disposition, Timothy R. Kraus directly owned 195,282 shares of Dana common stock. This figure reflects his direct holdings immediately following the completion of all listed transactions on the reported date.

How do DANA Inc (DAN) restricted stock units vest for the CFO’s awards?

The restricted stock units vest in three equal annual installments, beginning on the first anniversary of the grant date. As units vest, each generally converts into one share of Dana common stock, with attached dividend equivalent rights vesting proportionately.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/18/2026 - 04:29 PM Learn about SEC filing dates

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^*

Kraus Timothy R

(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 & Chief Financial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	02/14/2026		M		17,743	A	$0.0000	202,139	D
Common Stock, par value $0.01	02/14/2026		M		1,560	A	$0.0000	203,699	D
Common Stock, par value $0.01	02/14/2026		F		8,417(1)	D	$33.16	195,282	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)	02/14/2026		M			1,560	(2)	(2)	Common Stock, par value $0.01	1,560	$0.0000	6,794	D
Restricted Stock Units	(3)	02/14/2026		M			17,743	02/14/2024(4)	(4)	Common Stock, par value $0.01	17,743	$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 Timothy R. Kraus	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.