Welcome to our dedicated page for DANA SEC filings (Ticker: DAN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Dana Incorporated's SEC filings document a NYSE-listed manufacturer of vehicle propulsion, powertrain, thermal, electrodynamic, and sealing technologies. Its common stock is registered under the symbol DAN, and recent Form 8-K reports furnish operating results, Regulation FD materials, capital-allocation actions, portfolio updates, and strategic presentations tied to Dana 2030.
The company's proxy and annual meeting filings cover board elections, advisory executive compensation votes, auditor ratification, equity incentive matters, and shareholder voting results. Other material-event filings address dividends, share repurchase authorization, performance-vested stock unit awards, leadership-transition matters, risk-factor references, capital structure, and completed actions affecting the company's business portfolio and debt profile.
Dana Incorporated is asking shareholders to vote at its virtual 2026 Annual Meeting on April 22, 2026, on electing directors, an advisory say‑on‑pay vote, ratifying PricewaterhouseCoopers as auditor, and a shareholder proposal to require an independent board chair.
The proxy details a strategy shift after divesting the Off‑Highway business, focusing on higher‑margin light and commercial vehicle powertrain technologies and a $325 million cost‑reduction program. Executive pay is heavily performance‑based, using annual cash incentives and long‑term PSUs/RSUs tied to EBITDA, free cash flow, return on invested capital and relative total shareholder return.
For 2025, strong performance versus targets produced maximum (200%) bonus payouts for named executives other than interim CEO R. Bruce McDonald, who is compensated mainly in time‑vested RSUs. The filing also discloses that Byron S. Foster will become President and CEO on July 1, 2026, with McDonald remaining as Board Chair.
Dana Incorporated reported 2025 sales of $7.5B, slightly below 2024, but significantly improved profitability, with adjusted EBITDA rising to $610M from $395M. Net income was $102M, including income from discontinued operations.
The company completed a major portfolio shift, agreeing to sell its Off-Highway business and receiving initial cash proceeds of $2,664M on January 1, 2026. Dana is using the proceeds to repay multiple bond issues and a $225M Term A facility, and has consolidated debt of $1,315M and cash of $659M at January 31, 2026. The board expanded its capital return plan to $2,000M through 2030; $750M has already repurchased 37.9M shares.
For 2026, Dana guides sales of $7.3B–$7.7B, adjusted EBITDA of $750M–$850M, and adjusted free cash flow of $250M–$350M, driven by $325M of cost-reduction initiatives and a $750M three-year sales backlog, while remaining exposed to cyclical light and commercial vehicle demand and customer concentration.
Dana Inc senior vice president and general counsel Douglas H. Liedberg exercised equity awards and had shares withheld for taxes. On February 14, 2026, he converted 10,679 restricted stock units and 939 dividend equivalent rights into common shares at $0.00 per share. A total of 5,240 common shares were then withheld at $33.16 per share to cover his tax obligation, as noted in the footnotes. After these equity conversions and the tax-withholding disposition, he directly owned 210,350 common shares of Dana Inc.
DANA Inc Senior Vice President and Chief Financial Officer Timothy R. Kraus reported equity compensation-related transactions. He converted 17,743 restricted stock units and 1,560 dividend equivalent rights into an equal number of common shares at a stated price of $0.00 per share.
To cover tax obligations from these vestings, 8,417 common shares were withheld at $33.16 per share, as indicated by the tax-withholding code and footnote. After these transactions, Kraus directly owned 195,282 shares of Dana common stock.
DANA Inc executive James D. Kellett reported equity award vesting and related tax withholding transactions. He acquired 2,402 shares of common stock through the conversion of restricted stock units and 213 shares through the exercise of dividend equivalent rights, both at a price of $0.00 per share.
To cover his tax obligation on these awards, 768 shares of common stock were withheld at a price of $33.16 per share, as noted in the footnotes. After these transactions, he continued to hold common stock directly, along with remaining dividend equivalent rights tied to prior awards.
DANA Inc executive Byron S. Foster exercised equity awards and increased his direct common stock holdings. He converted 13,669 restricted stock units and 1,203 dividend equivalent rights into common shares, then had 6,485 shares withheld at $33.16 per share to cover taxes, leaving 145,221 common shares owned directly.
Dana reported a Form 144 notice for insider sales. The filing lists planned sales tied to multiple restricted stock vesting and dividend reinvestment events, and discloses a sale of 13,300 shares on 11/25/2025 for $298,475.10.
The filing identifies Michael C. Price and shows a sequence of restricted stock vesting dates (e.g., 02/14/2024, 02/15/2024, 01/01/2026, 02/06/2026) with associated share amounts; these vesting entries are listed as issuer compensation and dividend reinvestment events.
Dana Incorporated reported stronger profitability for 2025 despite slightly lower sales and reaffirmed its 2026 outlook and long-term 2030 targets. Full-year 2025 sales were $7.5 billion versus $7.7 billion in 2024, while adjusted EBITDA rose to $610 million from $395 million, lifting margin to 8.1%.
Fourth-quarter 2025 sales were $1.9 billion with adjusted EBITDA of $208 million, an 11.1% margin. Adjusted free cash flow for 2025 improved to $331 million from $81 million. Management highlighted $248 million of cost savings in 2025 toward a $325 million program and completion of the Off‑Highway separation.
For 2026, Dana targets sales of $7.3–$7.7 billion, adjusted EBITDA of $750–$850 million (10–11% margin), diluted adjusted EPS of $2.00–$3.00, and adjusted free cash flow of $250–$350 million. By 2030, the company aims for about $10 billion in sales, 14–15% adjusted EBITDA margin, roughly 6% adjusted free cash flow margin, and about $2 billion in share repurchases through 2030.
Dana Inc. executive Douglas H. Liedberg, SVP, General Counsel and Secretary, reported equity compensation transactions in Dana common stock. On February 13, 2026, he acquired 16,637 shares of common stock through the exercise of restricted stock units at $0.0000 per share, and an additional 960 shares through dividend equivalent rights, also at $0.0000 per share.
On the same date, 7,937 shares of common stock were withheld at $33.16 per share to satisfy his tax obligation. After these transactions, he directly owned 203,972 shares of Dana common stock, and held 16,637 restricted stock units and 4,586 dividend equivalent rights.
Dana Inc. SVP & Chief Financial Officer Timothy R. Kraus reported equity award activity on February 13, 2026. He exercised 29,954 restricted stock units and 1,734 dividend equivalent rights into common stock at an exercise price of $0.0000 per share.
To satisfy his tax obligation, 13,816 common shares were withheld at a price of $33.16 per share. After these transactions, he directly owned 184,396 shares of common stock, along with 8,354 dividend equivalent rights and 29,954 restricted stock units tied to Dana common stock.