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.
Dana Inc executive Brian Keith Pour, SVP & Pres Comm Veh Drive, exercised derivative awards into a total of 20,358 shares of common stock on July 22, 2026, consisting of 19,400 shares from restricted stock units and 958 shares from dividend equivalent rights. To satisfy tax obligations, 8,877 shares were withheld at $27.43 per share. Following these transactions, he held 4,270 dividend equivalent rights and 19,400 restricted stock units directly.
Dana Incorporated entered into Amendment No. 8 to its Credit and Guaranty Agreement, adding a new senior secured delayed draw term loan A facility with an aggregate principal amount of $500.0 million. The facility is available in a single draw any time before August 1, 2026, matures 364 days after borrowing, and bears interest at the same rate as revolving credit advances under the existing credit agreement. Dana expects to draw the full amount and use the proceeds to redeem all outstanding 8.500% Senior Notes due 2031 at a redemption price of 104.250% of principal, plus accrued interest, on or around July 31, 2026.
Dana Inc Chairman & CEO R. Bruce McDonald received a grant of 190,694 restricted stock units (RSUs). These RSUs were awarded at no cost and each unit represents the right to receive one share of Dana common stock or, at Dana’s election, cash equal to the market value per share.
The RSUs carry dividend equivalent rights and will vest in stages, with 50% vesting on 12/31/2027 and the remaining 50% vesting on 12/31/2028, aligning the CEO’s compensation with longer‑term company performance. This Form 4 reflects a compensation-related acquisition rather than any open-market stock purchase or sale.
McDonald R Bruce reported acquisition or exercise transactions in this Form 4 filing.
Dana Inc Chairman & CEO R. Bruce McDonald received a compensation grant of 31,155 restricted stock units on June 29, 2026. These RSUs are derivative awards that cost him $0.00 per unit and are held as a direct ownership position.
Each restricted stock unit represents the right to receive one share of Dana common stock or, at Dana’s election, cash equal to the market value per share, and each unit carries dividend equivalent rights. The RSUs vest in full on the first anniversary of the grant date, on June 29, 2027, at which point the underlying 31,155 common shares or cash value may be delivered.
Dana Incorporated is amending an earlier report to detail new compensation arrangements for incoming CEO Byron S. Foster and Executive Chairman R. Bruce McDonald, effective July 1, 2026.
Mr. Foster’s letter agreement sets an initial base salary of $1,000,000 and a target annual incentive equal to 150% of base salary, plus eligibility for Dana’s long‑term incentive program starting with the 2027 grant cycle and continued participation in existing severance and benefit plans.
Mr. McDonald’s letter agreement, running through December 31, 2028 unless ended or extended earlier, provides a $700,000 base salary, a target annual incentive equal to 100% of base salary, and a one‑time restricted stock unit award under Dana’s 2021 Omnibus Incentive Plan with a target grant date fair value of $5,000,000, vesting 50% on December 31, 2027 and 50% on December 31, 2028, along with continued participation in Dana’s severance and benefits plans.
Dana Incorporated has entered into an agreement to combine with Eaton Corporation plc’s Mobility business. The communication frames the transaction as a strategic merger to expand powertrain capabilities, deepen aftermarket presence, and advance Dana’s Dana 2030 strategy by increasing scale and product/technology breadth.
The note signals integration and regulatory steps ahead, describes planned SEC filings (Form 10, Form S-1/S-4, Schedule TO, Form S-4 and proxy statement/prospectus), and cautions that completion is subject to stockholder and regulatory approvals and customary closing conditions.
Dana Incorporated filed communication relating to a proposed business combination with Mobility (USA) Corporation, a wholly owned subsidiary of Eaton Corporation plc, involving issuance of SpinCo common stock in an exchange offer or merger.
The communication explains that SpinCo may file a Form 10 or Form S-1/S-4, Eaton may file a Schedule TO, and Dana intends to include a proxy statement/prospectus in a Form S-4; completion is subject to stockholder and regulatory approvals.