DANA (DAN) executive updates stake after RSU and dividend right conversions

Rhea-AI Filing Summary

DANA Inc executive Byron S. Foster exercised equity awards and increased his direct common stock holdings. He converted 13,669 restricted stock units and 1,203 dividend equivalent rights into common shares, then had 6,485 shares withheld at $33.16 per share to cover taxes, leaving 145,221 common shares owned directly.

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)
02/14/2026

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		13,669	A	$0.0000	150,503	D
Common Stock, par value $0.01	02/14/2026		M		1,203	A	$0.0000	151,706	D
Common Stock, par value $0.01	02/14/2026		F		6,485(1)	D	$33.16	145,221	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			1,203	(2)	(2)	Common Stock, par value $0.01	1,203	$0.0000	4,784	D
Restricted Stock Units	(3)	02/14/2026		M			13,669	02/14/2024(4)	(4)	Common Stock, par value $0.01	13,669	$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 Byron S. Foster	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.

FAQ

What did Byron S. Foster report in this DANA (DAN) Form 4 filing?

Byron S. Foster reported equity award activity, exercising derivative securities into common stock and having shares withheld for taxes. The transactions involved restricted stock units, dividend equivalent rights, and common shares, resulting in updated direct ownership of 145,221 DANA common shares.

How many DANA (DAN) restricted stock units were converted to common stock?

Foster converted 13,669 restricted stock units into DANA common stock. Each unit represented the right to receive one share or cash equal to its value, and these units vested according to their grant terms before being reflected as directly owned shares.

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

Dividend equivalent rights accrued on previously granted restricted stock units and became exercisable proportionately as those units vested. On the transaction date, 1,203 such rights were converted, resulting in additional DANA common shares associated with Foster’s equity compensation package.

How many DANA (DAN) shares were withheld to cover taxes in this Form 4?

A total of 6,485 DANA common shares were withheld to satisfy Foster’s tax obligations. The withholding price was $33.16 per share, and this disposition reflects tax settlement rather than an open-market sale, as described by the tax-withholding transaction code.

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

After completing the equity conversions and tax withholding, Foster directly owns 145,221 DANA common shares. This figure reflects his updated non-derivative holdings following the exercise of restricted stock units and dividend equivalent rights on the reported transaction date.

How do DANA (DAN) restricted stock units in this filing vest over time?

The restricted stock units vest in three equal annual installments, beginning on the first anniversary of the grant date. As these installments vest, the units and their dividend equivalent rights become exercisable and can convert into DANA common shares or cash at the company’s election.