DANA Inc (DAN) SEC Filings, Jul-Sep 2026

DANA Inc (symbol: DAN) is the issuer of record for a Form 4 filing submitted to the SEC.

Dana Incorporated outlines recent performance and its planned combination with Eaton’s Mobility (USA) business. For the latest quarter, sales were just over $2 billion with margins of 10.3%, or $207 million of EBITDA. Dana reports incremental quarterly cost savings of $19 million, contributing toward a total $325 million cost‑reduction program over roughly 18 months, and describes broader productivity, product‑mix and automation initiatives that are supporting margin expansion.

The company has restarted share repurchases, targeting about $200 million of buybacks between now and year‑end as part of a longer‑term $2 billion capital‑return goal through 2029. Management is also executing its “Dana 2030” plan, which aims for a $10 billion top line and margins around 14%, driven by core light and commercial vehicles, aftermarket and applied technologies in areas such as defense, powersports and thermal solutions.

Dana expects its business combination with Eaton Mobility to close in Q1 2027. On a pro forma 2026 basis, the combined company is targeted to generate about $11 billion in revenue and 15% EBITDA margins, with announced run‑rate cost synergies of $250 million by the end of year two and an aftermarket business of roughly $1.7 billion. The deal is planned as a split‑off structure intended to minimize trading churn at closing.

Dana Incorporated describes a proposed business combination with Mobility (USA) Corporation, a wholly owned subsidiary of Eaton Corporation plc. The transaction structure contemplates an exchange offer in which SpinCo shares are issued to Eaton shareholders and a subsequent merger in which SpinCo will combine with Dana.

The communication stresses that expectations about timing, financing, tax treatment, synergies, combined EBITDA and revenue, and integration benefits are forward-looking statements subject to significant risks, including regulatory and shareholder approvals, separation complexity at Eaton, integration challenges and potential litigation. Dana also highlights its use of non-GAAP measures such as adjusted EBITDA and adjusted free cash flow, explaining how they are defined and used internally, and noting that reconciliations to GAAP are provided for historical periods but not for certain outlook measures where reconciliation is not practicable.

Dana Incorporated reported a strong second quarter of 2026 and outlined key elements of its planned combination with Eaton’s Mobility business. Sales were $2.01 billion and adjusted EBITDA was $207 million, for a 10.3% margin, up 270 basis points from a year earlier. Adjusted net income rose to $21 million and diluted adjusted EPS to $0.19. Adjusted free cash flow was $68 million, helped by lower interest expense and better working capital.

The company raised full-year 2026 guidance to about $7.75 billion in sales, $825 million in adjusted EBITDA and $325 million in adjusted free cash flow, while guiding diluted adjusted EPS to roughly $2 due to higher depreciation, interest and taxes and lower equity earnings from China joint ventures. Dana reaffirmed its Dana 2030 plan, targeting $10 billion in standalone revenue by 2030, and with Eaton Mobility targeting $14–15 billion of sales by 2030. The Eaton Mobility separation will use a split-off structure, remaining tax-free to shareholders and allowing Eaton holders to exchange into Dana. Dana expects at least $250 million of run rate cost synergies within 24 months of closing, with cash costs under $250 million and pro forma 2026 net leverage around 1.4x. The company is restarting share repurchases, having bought 1.2 million shares for $44 million in Q2, planning a further $200 million of repurchases by year-end and targeting $2 billion in buybacks by 2029.

Dana Incorporated reported Q2 2026 net sales of $2,010 million, up from $1,935 million, generating earnings from continuing operations before taxes of $59 million and net income from continuing operations of $11 million. Q2 net income attributable to the parent was a small loss of $5 million, driven by a $11 million loss from discontinued operations.

For the first six months of 2026, net sales were $3,878 million and continuing operations posted a modest loss of $4 million. Discontinued operations, primarily the sale of the Off-Highway business, contributed $1,095 million of net income, leading to net income attributable to the parent of $1,082 million and basic EPS of $9.93.

Dana received gross cash proceeds of $2,664 million from the Off-Highway sale and used this and other cash flows to reduce short-term debt to $0 and long-term debt (including current portion) to $1,344 million, while total assets were $6,113 million and total equity $1,983 million at June 30, 2026. The company repurchased 5.7 million shares for $169 million year-to-date and paid quarterly dividends of $0.12 per share.

Dana is pursuing a Reverse Morris Trust transaction to combine with Eaton’s Vehicle and eMobility businesses; former Eaton shareholders are expected to own at least 50.1% of the new parent, with Dana shareholders owning no more than 49.9%. To support this, Dana and an Eaton subsidiary arranged a $2,600 million bridge facility plus committed term loan and revolving credit facilities. 2026 results also include $59 million in electric vehicle program termination charges, $20 million of strategic transaction expenses, and ongoing restructuring costs focused on facility consolidation and approximately 200 planned headcount reductions.

Dana Incorporated reported stronger second-quarter 2026 results and raised its full-year outlook while progressing its planned combination with Eaton’s Mobility business and restarting share repurchases. Second-quarter sales from continuing operations were $2.01 billion, up from $1.94 billion a year earlier, driven by higher demand, pricing actions, and favorable currency.

Adjusted EBITDA rose to $207 million with a 10.3% margin, compared with $147 million and a 7.6% margin in 2025. Net income from continuing operations was $11 million, versus a loss of $12 million, and adjusted net income increased to $21 million (diluted adjusted EPS $0.19). Operating cash flow was $109 million and adjusted free cash flow $68 million, versus a $7 million use last year. Year-to-date, a large gain from the Off-Highway divestiture lifted net income attributable to the parent to $1.08 billion, and long-term debt fell to $1.32 billion from $2.57 billion.

Dana repurchased about 1.2 million shares for $44 million in the quarter and $169 million year-to-date, and expects to repurchase a further $200 million of shares before year-end 2026. The Eaton Mobility deal is now expected to use a tax-efficient split-off structure and is targeted to close in the first quarter of 2027, with at least $250 million of run-rate cost synergies projected within 24 months after closing. Full-year 2026 guidance was raised to $7.65–$7.85 billion in sales, $800–$850 million of adjusted EBITDA (implied margin ~10.6%), diluted adjusted EPS of $1.75–$2.25, and adjusted free cash flow of $275–$375 million.

Dana Incorporated reported stronger results for the quarter ended June 30, 2026 and raised its 2026 outlook. Second‑quarter sales were $2.01 billion, up from $1.94 billion a year earlier, driven by higher end‑market demand, pricing actions and favorable currency. Adjusted EBITDA increased to $207 million, a 10.3% margin compared with 7.6%, as cost‑savings, operational efficiencies and pricing more than offset headwinds. Net income from continuing operations improved to $11 million from a $12 million loss, while operating cash flow rose to $109 million and adjusted free cash flow to $68 million.

The company restarted share repurchases, buying approximately 1.2 million shares for $44 million in the quarter, and has returned $169 million year‑to‑date with plans for about $200 million of additional repurchases in 2026. Full‑year 2026 guidance now calls for sales of $7.65 billion to $7.85 billion, adjusted EBITDA of $800 million to $850 million, implied adjusted EBITDA margin of roughly 10.6%, diluted adjusted EPS of $1.75 to $2.25, and adjusted free cash flow of $275 million to $375 million. Dana also highlighted progress on its planned split‑off combination with Eaton’s Mobility business, targeting at least $250 million of run‑rate cost synergies within 24 months after an expected first‑quarter 2027 closing, subject to shareholder and regulatory approvals.

Eaton Corporation plc outlines a planned separation of its Mobility business segment and combination with Dana Incorporated through a Reverse Morris Trust transaction. Eaton will distribute shares of Mobility (USA) Corporation (SpinCo) to its shareholders via an exchange offer (split-off), potentially followed by a clean-up pro rata distribution. A SpinCo subsidiary will then merge with Dana, leaving Dana as a wholly owned subsidiary of SpinCo.

After completion, Eaton shareholders are expected to own at least 50.1% of the combined company, and Eaton will receive an approximately $1.1 billion cash distribution before closing, which it expects to use in line with its capital allocation framework, including debt repayment. The transaction is intended to be tax-free for U.S. federal income tax purposes and is expected to close in the first quarter of 2027, subject to Dana stockholder approval, regulatory approvals and other customary conditions. If the transaction is not completed, Eaton intends instead to separate the Mobility segment via a spin-off.

DANA Inc VP & Chief Accounting Officer James D. Kellett exercised equity awards on July 23, 2026. He converted 6,287 stock-based units (restricted stock units and dividend equivalent rights) into common shares at $0.00 per share, then had 1,799 shares withheld at $28.04 per share to satisfy tax obligations. Footnotes describe these awards as restricted stock units with dividend equivalent rights that vest in three equal annual installments beginning on the first anniversary of the grant.