Foster Byron S. 4

4 · DANA Inc · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

DANA (DAN) President Byron S. Foster Receives Award; Shares Withheld

What Happened

Byron S. Foster, President — Light Vehicle Drive Systems at DANA Inc. (DAN), had performance shares vest on 2026-02-06. The filing reports the acquisition of 62,602 shares at $30.40 per share (value $1,903,101) from vesting, with 27,922 shares withheld to satisfy tax obligations (proceeds of $848,829). The filing also shows 25,749 restricted stock units (RSUs) granted (no cash price) and 936 dividend-equivalent/derivative units reported as exercised/converted (reported with $0 price).

Key Details

Transaction date: 2026-02-06; filing date: 2026-02-10 (filing appears to exceed the typical 2-business-day Form 4 deadline).
Primary vesting: 62,602 shares acquired at $30.40/share (total $1,903,101).
Tax withholding: 27,922 shares disposed/withheld at $30.40/share (value reported $848,829) to cover taxes.
Other items: 936 derivative units exercised/converted (reported at $0) and 25,749 RSUs granted (no immediate cash value).
Shares owned after the transactions: not disclosed in the provided filing excerpt.
Footnotes: F1 = vesting of performance shares; F2 = shares withheld for taxes; F3 = dividend-equivalent rights converted/distributed; F4–F6 = RSU grant details and vesting schedule.

Context

This is largely an award/vesting event (not an open-market buy or sell). The tax withholding is routine for vested equity and does not necessarily indicate a decision to sell other shares. The 25,749 RSUs are restricted units that vest per the plan (see footnotes); dividend equivalents were converted in connection with the performance units. The filing date suggests a potential late Form 4 submission, which is a reporting/timeliness issue rather than a commentary on the transaction itself.

Form 4

Period: 2026-02-06

Pres, Light Veh Drive Systems

Transactions

Award
Common Stock, par value $0.01
[F1]
2026-02-06$30.40/sh+62,602$1,903,101→ 140,138 total
Exercise/Conversion
Common Stock, par value $0.01
2026-02-06+936→ 141,074 total
Tax Payment
Common Stock, par value $0.01
[F2]
2026-02-06$30.40/sh−27,922$848,829→ 113,152 total
Exercise/Conversion
Dividend Equivalent Rights
[F3]
2026-02-06−936→ 7,596 total
→ Common Stock, par value $0.01 (936 underlying)
Award
Restricted Stock Units
[F4][F5][F6]
2026-02-06+25,749→ 25,749 total
From: 2027-02-06→ Common Stock, par value $0.01 (25,749 underlying)

Footnotes (6)

[F1]Represents the acquisition of common stock resulting from the vesting of performance shares.
[F2]Represents shares withheld to satisfy tax obligations upon vesting of performance shares.
[F3]Dividend equivalent rights accrued on previously granted performance share units and become exercisable proportionately with the performance share units to which they relate, which have been awarded and distributed.
[F4]Restricted stock units granted pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan.
[F5]Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.
[F6]Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.

Signature

/s/ Laura L. Aossey on behalf of Byron S. Foster|2026-02-10

1 file