Dana (DAN) delays Q1 filing; reports $1.05B–$1.15B preliminary net income

Rhea-AI Filing Summary

Dana Incorporated notified the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and expects to use the five-day extension under Rule 12b-25. The delay stems from post-closing consolidation, reconciliation and additional tie-out work following the January 1, 2026 sale of its Off-Highway business to Allison Transmission Holdings, Inc.

The company furnished preliminary results in a press release: sales from continuing operations of $1.87 billion (Q1 2026) versus $1.78 billion (Q1 2025), an operating cash flow use of $156 million versus $37 million, and expected net income of $1.05 billion to $1.15 billion, driven by the gain on the divestiture. These results are preliminary and subject to change upon finalization of the quarterly financial statements.

Positive

• Large preliminary net income of $1.05B–$1.15B reported: attributable to the gain on the Off-Highway divestiture, materially improving reported profitability in Q1 2026.

Negative

• Delay filing of the Form 10-Q due to complex post-closing consolidation and reconciliation following the sale, triggering a Rule 12b-25 five-day extension.
• Operating cash flow was a use of $156M in Q1 2026 versus a use of $37M in Q1 2025, reflecting increased cash absorption in the quarter.

Key Figures

Sales from continuing operations: $1.87 billion Sales from continuing operations prior year: $1.78 billion Operating cash flow: use of $156 million +3 more

6 metrics

Sales from continuing operations $1.87 billion Q1 2026 preliminary

Sales from continuing operations prior year $1.78 billion Q1 2025

Operating cash flow use of $156 million Q1 2026 preliminary

Operating cash flow prior year use of $37 million Q1 2025

Expected net income $1.05 billion to $1.15 billion Q1 2026 preliminary

Divestiture closing date January 1, 2026 Sale of Off-Highway business to Allison Transmission

Key Terms

Rule 12b-25, Form 10-Q, divestiture, preliminary results

4 terms

Rule 12b-25 regulatory

"expects to file its Form 10-Q within the five-day extension period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"unable ... to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

divestiture financial

"the gain recognized on the divestiture of the Company’s Off-Highway business"

Divestiture is the process of selling or getting rid of a part of a company, such as a division or asset. It often happens when a business wants to focus on its core activities or improve its finances. For investors, divestitures can signal strategic shifts or influence the company's value, affecting investment decisions.

preliminary results financial

"The foregoing results are preliminary and subject to change upon finalization"

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549	SEC FILE NUMBER
		001-01063
	FORM 12b-25
		CUSIP NUMBER
	NOTIFICATION OF LATE FILING	235825205

(Check one):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q	☐ Form 10-D
	☐ Form N-CEN	☐ Form N-CSR
	For Period Ended:		March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Dana Incorporated

Full Name of Registrant

Former Name if Applicable

3939 Technology Drive

Address of Principal Executive Office (Street and Number)

Maumee, Ohio 43537

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

Dana Incorporated (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) by the prescribed due date for the reasons described below.

On January 1, 2026, the Company completed the sale of its Off-Highway business to Allison Transmission Holdings, Inc. The process to affect the sale transaction in the Company’s consolidation system was complex and time consuming and resulted in additional reconciliation and tie out procedures being performed to ensure a complete and accurate recording of the transaction in the Company’s financial statements. The Company is in the process of finalizing the financial statements for the quarter ended March 31, 2026 and will need additional time to complete and finalize such financial statements. The Company anticipates that it will file its Form 10-Q within the five-day extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Timothy R. Kraus		(419)		887-3000
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. On April 29, 2026, the Company issued a press release announcing certain financial information for the quarter ended March 31, 2026. A copy of the press release was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2026. As noted in that press release, the Company announced (i) sales from continuing operations in the first quarter of 2026 totaled $1.87 billion, compared to $1.78 billion in the same period of 2025, and (ii) operating cash flow in the first quarter of 2026 was a use of $156 million, compared with a use of $37 million in the same period of 2025. The Company expects net income for the first quarter of 2026 to be $1.05 billion to $1.15 billion compared to $30 million in the same period of 2025. The significant increase in net income is due to the gain recognized on the divestiture of the Company’s Off-Highway business during the first quarter of 2026. The forgoing results are preliminary and subject to change upon finalization of the Company’s financial statements for the quarter ended March 31, 2026. There can be no assurance that the final results will not differ from the foregoing preliminary results.

Forward-Looking Statements

Certain statements and projections contained in this Form 12b-25 are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding, among other things, the Company’s preliminary results for the quarter ended March 31, 2026 and the timing of filing the Form 10-Q, and are based on the Company’s current expectations, estimates, and projections about the Company’s industry and business, management’s beliefs, and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” and similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, and assumptions that could cause the Company’s actual results to differ materially and adversely from those expressed in any forward-looking statement.

The Company’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect the Company’s business, results of operations and financial condition. The forward-looking statements in this Form 12b-25 speak only as of this date. The Company does not undertake any obligation to revise or update publicly any forward-looking statement for any reason, except as required by law.

Dana Incorporated

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 12, 2026		By:	/s/ Douglas H. Liedberg
				Name: Douglas H. Liedberg Title: Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

FAQ

Why did Dana (DAN) file an NT 10-Q notification?

Dana filed an NT 10-Q because it could not complete the Form 10-Q by the due date. The delay arose from complex consolidation and reconciliation work after the January 1, 2026 sale of the Off-Highway business.

What preliminary revenue did Dana (DAN) report for Q1 2026?

Dana reported preliminary sales from continuing operations of $1.87 billion for Q1 2026, compared with $1.78 billion in Q1 2025, as disclosed in the April 29, 2026 press release.

How much net income did Dana (DAN) expect for Q1 2026?

Dana indicated preliminary expected net income of $1.05 billion to $1.15 billion for Q1 2026, driven by a gain recognized on the divestiture of the Off-Highway business.

Did Dana disclose cash flow performance for Q1 2026?

Yes. Dana disclosed operating cash flow was a use of $156 million in Q1 2026, versus a use of $37 million in Q1 2025, as stated in the April 29, 2026 press release.

When does Dana expect to file the completed Form 10-Q?

Dana anticipates filing the Form 10-Q within the five-calendar-day extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as stated in the notification.