WANDELL KEITH E 4

What Happened

• Keith E. Wandell, a director of DANA Inc. (DAN), converted a total of 10,331 vested restricted stock units (RSUs) and associated dividend-equivalent rights into 10,331 shares on 2026-02-11. The Form 4 shows an exercise/conversion price of $0.00 for these derivative transactions and simultaneous disposals of the same amounts, resulting in no net increase in holdings reported on that date.

Key Details

• Transaction date: 2026-02-11; Form 4 filed: 2026-02-12 (appears timely).
• Transactions: 10,104 shares (acquired and disposed) and 227 shares (acquired and disposed) — total 10,331 shares acquired and 10,331 shares disposed. Reported exercise/conversion price: $0.00.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes:
  • F1/F2: These shares relate to restricted stock units that include dividend-equivalent rights and convert to one share per RSU (or cash at Dana’s election).
  • F3: The RSUs granted vest in full on the first anniversary of the grant (these were vested when converted).
• Transaction code: M (conversion/exercise of derivative). The disposals are recorded as derivative disposals; filing does not state whether disposals were sales, company-withholdings for taxes, or other settlement.

Context

• This was a conversion of vested equity awards (RSUs and associated dividend equivalents) rather than a cash purchase or open-market sale. Because the shares were both acquired (via conversion) and disposed of in equal amounts, the filing shows no net increase in Wandell’s shareholdings from these entries. Such conversions and immediate dispositions commonly reflect settlement/withholding or immediate sell-to-cover actions, but the filing itself does not state the specific reason.