Dana (DAN) director converts RSUs and dividend rights into shares

Rhea-AI Filing Summary

Dana Inc. director Bridget E. Karlin reported acquiring common shares through the automatic conversion of equity awards. On February 11, 2026, she exercised 10,104 restricted stock units and 227 dividend equivalent rights at an exercise price of $0.0000 per share.

These conversions delivered Dana common stock and raised her directly held stake to 52,481 shares after the reported transactions. The dividend equivalent rights were tied to previously granted restricted stock units that had vested in line with their terms.

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

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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^*

Karlin Bridget E

(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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	02/11/2026		M		10,104	A	$0.0000	52,254	D
Common Stock, par value $0.01	02/11/2026		M		227	A	$0.0000	52,481	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	(1)	02/11/2026		M			227	(1)	(1)	Common Stock, par value $0.01	227	$0.0000	0.0000	D
Restricted Stock Units	(2)	02/11/2026		M			10,104	02/11/2026(3)	(3)	Common Stock, par value $0.01	10,104	$0.0000	0.0000	D

Explanation of Responses:

1. 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.

2. 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.

3. Restricted stock units granted vest in full on the first anniversary date of the grant.

	/s/ Laura L. Aossey on behalf of Bridget E. Karlin	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.

FAQ

What insider transaction did Dana Inc. (DAN) disclose for Bridget E. Karlin?

Dana Inc. director Bridget E. Karlin exercised equity awards, converting 10,104 restricted stock units and 227 dividend equivalent rights into common stock at $0.0000 per share. Following these transactions, she directly beneficially owned 52,481 Dana common shares.

How many Dana Inc. (DAN) shares does Bridget E. Karlin own after this Form 4?

After the reported equity award conversions, Bridget E. Karlin directly beneficially owns 52,481 shares of Dana Inc. common stock. This total reflects the addition of 10,104 shares from restricted stock units and 227 shares from dividend equivalent rights exercised on February 11, 2026.

What are the details of the restricted stock units exercised at Dana Inc. (DAN)?

Bridget E. Karlin exercised 10,104 restricted stock units on February 11, 2026 at an exercise price of $0.0000 per share. Each unit represented the right to receive one Dana common share or equivalent cash, and included dividend equivalent rights that accumulate like dividends.

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

Dividend equivalent rights are credits that mirror dividends on underlying awards. Karlin exercised 227 such rights linked to previously granted restricted stock units that had vested. These rights became exercisable proportionately with the related units, delivering additional Dana common shares upon conversion.

Did the Dana Inc. (DAN) director pay cash to exercise these awards?

The reported exercises show an exercise price of $0.0000 per share for both the 10,104 restricted stock units and 227 dividend equivalent rights. That indicates no cash exercise price was required for these conversions into Dana common stock under the terms of the awards.

When do Dana Inc. (DAN) restricted stock units like Karlin’s typically vest?

The disclosed restricted stock units vest in full on the first anniversary of the grant date. Once vested, each unit entitles the holder to one Dana common share or cash equivalent, and includes associated dividend equivalent rights that track dividends during the vesting period.