Dana Inc (DAN) reported an initial insider ownership filing. A director filed a Form 3 stating no securities are beneficially owned as of the event date. The filing identifies the reporting person as a Director, filed by one reporting person, and includes a remark: “No securities are beneficially owned.” The event date is 10/22/2025, with the submission signed by an attorney-in-fact on 10/23/2025.
Dana Incorporated appointed Hanna Olivia Nelligan to its Board of Directors, effective October 22, 2025. Nelligan is executive vice president, chief financial officer, and chief strategy officer of CHS Inc., and previously served as CEO of Nasco and in senior finance roles at Kerry Group.
She will serve on Dana’s Audit Committee and Compensation Committee and will receive the same compensation as other non‑employee directors. The company reported no arrangements leading to her selection and no transactions requiring disclosure under Item 404(a). A press release announcing the appointment was furnished as Exhibit 99.1.
Dana Incorporated is extending the employment of its Chairman and CEO, R. Bruce McDonald, while it advances key initiatives and prepares for a leadership transition. The board plans to accelerate its search for a successor in early 2026, after which McDonald is expected to move into the role of Non-Executive Chairman.
Under an amended and restated employment agreement dated September 29, 2025, McDonald will continue as CEO on a month-to-month basis for up to one year, with base salary of $1,300,000. He is eligible for RSU grants with an aggregate target grant-date fair value of $9,900,000, split across grants at signing, around May 25, 2026, monthly from June through October 2026, and around November 25, 2026, subject to continued service. These RSUs generally vest one year after grant, and he may also receive a cash transition bonus of up to $500,000 based on his role in delivering a successful CEO transition by the April 2026 shareholder meeting.
Keith E. Wandell, a director of Dana Incorporated (DAN), reported a Form 4 disclosing an acquisition of 50 dividend equivalent rights tied to previously granted restricted stock units on 08/29/2025. The reported price per share is $0.0000, reflecting that these dividend equivalents convert to the economic equivalent of one share each when they vest or become exercisable. Following the transaction, Mr. Wandell beneficially owns 182 shares of Dana common stock in a direct capacity. The Form 4 was signed on behalf of the reporting person on 09/02/2025.
Craig C. Price, SVP & President Off-Highway Drive at Dana Inc. (DAN), reported an acquisition on 08/29/2025 of 514 dividend equivalent rights tied to previously granted restricted stock units. Each dividend equivalent right is the economic equivalent of one share of Dana common stock and vests/exercises proportionately with the related restricted stock units. After this reported transaction, Mr. Price beneficially owns 2,837 shares of Dana common stock in a direct ownership form. The Form 4 was signed on behalf of the reporting person on 09/02/2025.
Brian K. Pour, SVP & President, Commercial Vehicle Drive at Dana Inc. (DAN), reported a transaction dated 08/29/2025 in which 925 dividend equivalent rights related to previously granted restricted stock units were exercised as the economic equivalent of common shares. After this transaction, Mr. Pour beneficially owned 4,077 shares of Dana common stock in a direct ownership form. The Form 4 was signed on behalf of the reporting person and filed on 09/02/2025. The filing notes that dividend equivalent rights become exercisable proportionately with the underlying restricted stock units and each right equals one share of common stock.
Diarmuid B. O'Connell, a director of Dana Inc. (DAN), reported a transaction on 08/29/2025 that resulted in the acquisition of 50 shares of Dana common stock as dividend equivalent rights tied to previously granted restricted stock units. The filing shows 50 shares were acquired and that Mr. O'Connell beneficially owns 182 shares following the transaction, held in a direct capacity. The filing was signed on behalf of the reporting person by Laura L. Aossey on 09/02/2025. The explanation states each dividend equivalent right is the economic equivalent of one share and vests proportionately with the related restricted stock units.
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.
Michael J. Mack, Jr., a director of Dana Incorporated (DAN), received 50 shares of common stock as dividend equivalent rights tied to previously granted restricted stock units. The transaction was recorded with an execution date of 08/29/2025 and a $0.0000 price, reflecting that the shares were issued as dividend equivalents rather than a market purchase. After the issuance, the reporting person beneficially owned 182 shares directly. The filing was signed on behalf of Mr. Mack on 09/02/2025. The form notes that each dividend equivalent right is the economic equivalent of one share and vests proportionately with the underlying restricted stock units.
Douglas H. Liedberg, Senior Vice President, General Counsel and Secretary of Dana Inc. (DAN), reported an internal transaction dated 08/29/2025 on a Form 4. The filing shows the acquisition of 1,158 dividend equivalent rights tied to previously granted restricted stock units; each right is the economic equivalent of one share of Dana common stock. After this transaction, Mr. Liedberg beneficially owned 6,018 shares on a direct basis. The reported per-unit price is listed as $0.0000, and the form was signed on behalf of the reporting person on 09/02/2025.