Hernandez Ernesto M 4

What Happened
Director Ernesto M. Hernandez had restricted-stock-unit (RSU) awards convert/exercise on 2026-02-11, resulting in the issuance of 10,331 shares (10,104 + 227). The RSU conversion/derivative exercise was reported at $0 per share (these were vested awards, not a market purchase). To satisfy the tax withholding obligation, 3,100 shares were surrendered/withheld at $32.07 per share, totaling $99,417. Net shares retained by Hernandez from this vesting event are approximately 7,231 shares (10,331 converted less 3,100 withheld).

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-12 (no late filing indicated in the provided data).
• Conversions/exercises: 10,104 shares and 227 shares reported as exercised/converted (transaction code M) at $0.00 (these represent vested RSUs converting to common stock).
• Tax withholding: 3,100 shares surrendered (transaction code F) at $32.07/share = $99,417 withheld to cover tax obligations.
• Net shares from the vesting: ~7,231 shares (10,331 − 3,100).
• Footnotes: F1 = shares withheld for tax; F2–F4 = dividend equivalents and RSU terms (each RSU equals one share or cash at Dana's election; RSUs vest per grant terms—note F4 that these RSUs vest in full on the first anniversary of the grant).

Context

• This was a routine vesting/conversion of RSUs, not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is common and does not necessarily indicate a change in insider sentiment.
• Transaction codes: M = exercise/conversion of derivative (here, RSU conversion), F = payment of exercise price or tax liability (share withholding).
• For retail investors: purchases or open-market buys are generally more informative about insider confidence; this filing documents compensation-related vesting and routine tax withholding.