DAN insider Kellett granted 18,192 RSUs; multiple sales reduced holdings to zero

Rhea-AI Filing Summary

James D. Kellett, Vice President & Chief Accounting Officer of Dana Inc (DAN), was granted 18,192 restricted stock units on 07/23/2025 under the Dana 2021 Omnibus Incentive Plan. Each restricted stock unit represents the right to receive one share (or, at Dana's election, cash equal to market value), includes dividend equivalent rights, and vests in three equal annual installments beginning on the first anniversary of the grant.

On 08/13/2025 Kellett reported multiple sales of Dana common stock at prices ranging from $18.54 to $18.79. The reported beneficial ownership following the final transaction is 0 shares.

Positive

• 18,192 restricted stock units granted under the Dana 2021 Omnibus Incentive Plan
• RSUs include dividend equivalents and vest in three equal annual installments beginning on the first anniversary
• Each RSU represents the right to one share or cash at Dana's election, providing flexibility in settlement

Negative

• Multiple sales of common stock were reported on 08/13/2025
• Reported beneficial ownership reduced to 0.0000 shares following the final reported transaction
• Sales executed at prices between $18.54 and $18.79, indicating full disposition of previously held shares

Insights

Corporate Governance Expert

TL;DR: VP received long-term equity award while reporting sales that reduced his beneficial ownership to zero; this appears to be routine compensation and disposition.

The filing shows an 18,192-RSU grant under the 2021 Omnibus Incentive Plan with dividend equivalents and a three-year vesting schedule starting on the first anniversary. The filing also documents multiple open-market sales on 08/13/2025 at prices between $18.54 and $18.79, after which the reporting person’s beneficial ownership is reported as 0 shares. For governance review, the key facts are the size of the award, the standard multi-year vesting and that the insider executed dispositions that fully liquidated their reported holdings.

Compensation & Securities Analyst

TL;DR: An equity compensation grant of 18,192 RSUs aligns pay with long-term performance, while the concurrent sales eliminated existing holdings; the disclosure is procedural.

The document explicitly states the RSUs convert to one share (or cash at the issuer’s election), include dividend equivalent rights and vest in three equal annual installments beginning one year post-grant. The sales reported on 08/13/2025 show execution prices in the $18.54–$18.79 band and result in reported ownership of 0.0000 shares after the final transaction. This combination of grant plus disposals is consistent with standard executive compensation and personal liquidity actions; the filing does not identify any other material events.

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^*

Kellett James D

(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)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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
Common Stock, par value $0.01	08/13/2025		S		28	D	$18.79	11,700	D
Common Stock, par value $0.01	08/13/2025		S		100	D	$18.7615	11,600	D
Common Stock, par value $0.01	08/13/2025		S		100	D	$18.7559	11,500	D
Common Stock, par value $0.01	08/13/2025		S		100	D	$18.7508	11,400	D
Common Stock, par value $0.01	08/13/2025		S		100	D	$18.6768	11,300	D
Common Stock, par value $0.01	08/13/2025		S		200	D	$18.77	11,100	D
Common Stock, par value $0.01	08/13/2025		S		200	D	$18.72	10,900	D
Common Stock, par value $0.01	08/13/2025		S		200	D	$18.71	10,700	D
Common Stock, par value $0.01	08/13/2025		S		200	D	$18.7004	10,500	D
Common Stock, par value $0.01	08/13/2025		S		200	D	$18.585	10,300	D
Common Stock, par value $0.01	08/13/2025		S		300	D	$18.69	10,000	D
Common Stock, par value $0.01	08/13/2025		S		300	D	$18.67	9,700	D
Common Stock, par value $0.01	08/13/2025		S		300	D	$18.6637	9,400	D
Common Stock, par value $0.01	08/13/2025		S		300	D	$18.64	9,100	D
Common Stock, par value $0.01	08/13/2025		S		300	D	$18.54	8,800	D
Common Stock, par value $0.01	08/13/2025		S		400	D	$18.57	8,400	D
Common Stock, par value $0.01	08/13/2025		S		400	D	$18.56	8,000	D
Common Stock, par value $0.01	08/13/2025		S		500	D	$18.76	7,500	D
Common Stock, par value $0.01	08/13/2025		S		500	D	$18.58	7,000	D
Common Stock, par value $0.01	08/13/2025		S		600	D	$18.68	6,400	D
Common Stock, par value $0.01	08/13/2025		S		600	D	$18.61	5,800	D
Common Stock, par value $0.01	08/13/2025		S		700	D	$18.66	5,100	D
Common Stock, par value $0.01	08/13/2025		S		700	D	$18.65	4,400	D
Common Stock, par value $0.01	08/13/2025		S		700	D	$18.565	3,700	D
Common Stock, par value $0.01	08/13/2025		S		800	D	$18.75	2,900	D
Common Stock, par value $0.01	08/13/2025		S		900	D	$18.7	2,000	D
Common Stock, par value $0.01	08/13/2025		S		1,000	D	$18.6	1,000	D
Common Stock, par value $0.01	08/13/2025		S		1,000	D	$18.575	0.0000	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
Restricted Stock Units(1)	(2)	07/23/2025		A		18,192		07/23/2026(3)	(3)	Common Stock, par value $0.01	18,192	$0.0000	18,192	D

Explanation of Responses:

1. Restricted stock units granted pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan.

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 three (3) equal annual installments beginning on the first anniversary date of the grant.

	/s/ Laura L. Aossey on behalf of James D. Kellett	08/13/2025
	** 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.
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FAQ

What did James D. Kellett report on Form 4 for Dana (DAN)?

The form reports a grant of 18,192 restricted stock units on 07/23/2025 and multiple sales of common stock on 08/13/2025, with reported ownership of 0 shares after the final sale.

How do the restricted stock units (RSUs) awarded to Kellett convert and vest?

Each RSU represents the right to one share (or cash at Dana's election), includes dividend equivalent rights, and vests in three equal annual installments beginning on the first anniversary of the grant.

What price range are the reported insider sales at for DAN?

The reported sales on 08/13/2025 show execution prices ranging from $18.54 to $18.79.

After the reported transactions, how many Dana shares does Kellett beneficially own?

The filing reports 0.0000 shares beneficially owned following the final reported transaction.

Under which plan were the RSUs granted?

The RSUs were granted pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan.