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[Form 4] Dana Incorporated Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Ernesto M. Hernandez, a director of Dana Inc. (DAN), reported a non-derivative acquisition related to dividend equivalent rights tied to previously granted restricted stock units. On 08/29/2025 he acquired 50 dividend-equivalent rights that are the economic equivalent of one share each, increasing his direct beneficial ownership to 182 shares of Dana common stock. The filing was signed on 09/02/2025. The report states these dividend equivalents accrue on restricted stock units and become exercisable proportionately with those units.

Positive
  • Disclosure compliance: Reporting person timely filed a Form 4 showing the transaction and beneficial ownership change.
  • Alignment with compensation: Acquisition arises from dividend-equivalent rights on restricted stock units, indicating management compensation alignment with shareholders.
Negative
  • None.

Insights

TL;DR: Small, routine insider acquisition from dividend equivalents; non-material but consistent with compensation vesting.

This Form 4 documents a routine mechanics-driven acquisition: 50 dividend-equivalent rights tied to previously granted restricted stock units converted into the economic equivalent of shares, raising direct holdings to 182 shares. The transaction appears to reflect standard compensation accruals rather than a discrete open-market purchase or sale. For governance review, this is a low-significance disclosure that aligns with compensation plan administration and poses no evident governance concern based on the provided facts.

TL;DR: Insider holding change is immaterial to valuation; transaction is administrative rather than market-driven.

The reported A (acquisition) of 50 dividend-equivalent rights on 08/29/2025 increased direct beneficial ownership to 182 shares. No cash price is reported because these are dividend equivalents tied to restricted stock units, indicating accrual conversion rather than a market transaction. Given the small share count relative to Dana's market capitalization, this event is not material for investors and should not affect valuation models.

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*
Hernandez Ernesto M

(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)
08/29/2025
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
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) 08/29/2025 A 50 (1) (1) Common Stock, par value $0.01 50 $0.0000 182 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. Each dividend equivalent right is the economic equivalent of one share of Dana common stock.
/s/ Laura L. Aossey on behalf of Ernesto M. Hernandez 09/02/2025
** 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 Ernesto M. Hernandez report on Form 4 for Dana Inc. (DAN)?

He reported the acquisition of 50 dividend-equivalent rights tied to previously granted restricted stock units, increasing his direct beneficial ownership to 182 shares.

When was the transaction and when was the Form 4 filed?

The transaction date is 08/29/2025 and the Form 4 was signed/filed on 09/02/2025.

What are dividend equivalent rights in this filing?

The filing states each dividend equivalent right is the economic equivalent of one share of Dana common stock and they accrue on restricted stock units.

Does the Form 4 show a market purchase or sale?

No; the Form 4 shows an administrative acquisition (dividend equivalents converting) rather than an open-market trade at a cash price.

How material is this change to Ernesto Hernandez's holdings?

The filing indicates a modest increase to 182 shares; based on the small share count, this is not material to Dana's overall capitalization according to the document.
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