DAN Form 4: CEO McDonald Increases Stake to 22,105 Shares After RSU Settlement

Rhea-AI Filing Summary

R. Bruce McDonald, Chairman & CEO of Dana Incorporated (DAN), acquired 6,119 shares on 08/29/2025 through dividend equivalent rights tied to previously granted restricted stock units. Those dividend equivalent rights are treated as the economic equivalent of one share of Dana common stock and became exercisable proportionately with the related restricted stock units. Following the transaction, Mr. McDonald beneficially owned 22,105 shares directly. The Form 4 was signed on behalf of Mr. McDonald by Laura L. Aossey and filed 09/02/2025.

Positive

• Acquisition of 6,119 shares through dividend equivalent rights increases direct ownership to 22,105 shares.
• Transaction disclosed promptly with Form 4 filed and signed on behalf of the reporting person.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider receipt of 6,119 shares via dividend equivalents modestly increases CEO's direct stake to 22,105 shares.

This Form 4 reports a non-cash acquisition on 08/29/2025 where dividend equivalent rights tied to restricted stock units converted into 6,119 shares of Dana common stock. Such transactions are routine compensation-related events rather than open-market purchases or sales. The result is a disclosed increase in direct beneficial ownership to 22,105 shares. There is no cash transaction price reported and no indication of exercises of options or sales.

Corporate Governance Expert

TL;DR: CEO received dividend equivalents on RSUs becoming exercisable; this is standard executive compensation vesting activity.

The filing specifies that dividend equivalent rights accrued on previously granted restricted stock units became exercisable proportionately and were settled as the economic equivalent of shares. This aligns with common equity compensation practices and signals scheduled vesting/settlement rather than a discretionary trading decision. The filing was executed by a representative and contains the required disclosure elements: transaction date, amount acquired (6,119), and resulting direct ownership (22,105).

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^*

McDonald R Bruce

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		6,119		(1)	(1)	Common Stock, par value $0.01	6,119	$0.0000	22,105	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 R. Bruce McDonald	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 transaction did R. Bruce McDonald report on the Form 4 for DAN?

The Form 4 reports an acquisition of 6,119 shares on 08/29/2025 via dividend equivalent rights tied to restricted stock units.

How many Dana (DAN) shares does R. Bruce McDonald beneficially own after this transaction?

Following the reported transaction, Mr. McDonald beneficially owned 22,105 shares directly.

What are dividend equivalent rights as described in the filing?

The filing states each dividend equivalent right is the economic equivalent of one share of Dana common stock and they became exercisable proportionately with related RSUs.

When was the Form 4 signed and filed?

The signature on behalf of R. Bruce McDonald is dated 09/02/2025; the underlying transaction date is 08/29/2025.

Was there a cash price reported for the shares acquired?

No cash price is reported; the shares were acquired via dividend equivalent rights with a reported dividend equivalent value of $0.0000 per the table.