DANA Inc (DAN) CFO exercises stock units and withholds shares for taxes

Rhea-AI Filing Summary

DANA Inc senior vice president and chief financial officer Timothy R. Kraus reported equity-related transactions on common stock and derivative awards dated February 11, 2026. He acquired 27,067 shares of common stock through the exercise of restricted stock units and 611 shares through dividend equivalent rights, both at an exercise price of $0.0000 per share.

To satisfy tax obligations tied to these awards, 12,068 shares of common stock were withheld at $32.07 per share, as noted in the footnotes. After these transactions, Kraus held 166,524 shares of common stock directly, plus derivative holdings including 52,541 restricted stock units and 10,088 dividend equivalent rights.

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^*

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)
02/11/2026

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		27,067	A	$0.0000	177,981	D
Common Stock, par value $0.01	02/11/2026		M		611	A	$0.0000	178,592	D
Common Stock, par value $0.01	02/11/2026		F		12,068(1)	D	$32.07	166,524	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)	02/11/2026		M			611	(2)	(2)	Common Stock, par value $0.01	611	$0.0000	10,088	D
Restricted Stock Units	(3)	02/11/2026		M			27,067	02/11/2026(4)	(4)	Common Stock, par value $0.01	27,067	$0.0000	52,541	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	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Timothy R. Kraus reported equity transactions on February 11, 2026, involving restricted stock units, dividend equivalent rights, and common stock. Awards were exercised into shares, and a portion of common stock was withheld to cover associated tax obligations, as detailed in the Form 4 footnotes.

How many DANA Inc (DAN) shares did the CFO acquire through equity awards?

Kraus acquired 27,067 shares of DANA common stock via restricted stock units and 611 shares through dividend equivalent rights. Both conversions occurred at an exercise price of $0.0000 per share, reflecting the settlement of previously granted equity awards into common stock on February 11, 2026.

Why were 12,068 DANA Inc (DAN) shares disposed of in this Form 4 filing?

The Form 4 notes that 12,068 shares of DANA common stock were withheld to satisfy Kraus’s tax obligation related to the equity awards. These shares were disposed of at $32.07 per share, representing tax-withholding rather than an open-market sale transaction by the executive.

What is Timothy R. Kraus’s DANA Inc (DAN) share ownership after these transactions?

Following the reported transactions, Kraus directly owned 166,524 shares of DANA common stock. He also held derivative awards, including 52,541 restricted stock units and 10,088 dividend equivalent rights, which represent additional potential future common stock, subject to vesting and settlement terms.

What are restricted stock units and dividend equivalent rights in DANA Inc (DAN)’s plan?

Each restricted stock unit represents the right to receive one DANA common share or cash equal to its market value. Dividend equivalent rights accrue on these units, becoming exercisable proportionately with them. Both instruments are part of the company’s equity compensation structure for executives like the CFO.

When do the reported DANA Inc (DAN) restricted stock units vest?

The filing states that the restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, meaning one-third of the award becomes deliverable each year over a three-year period, subject to the plan’s standard conditions.