Foster Byron S. 4

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.