Foster Byron S. 4

4 · DANA Inc · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

DANA (DAN) Pres Byron Foster Converts RSUs; 9,191 Shares Withheld

What Happened

Byron S. Foster, President of Light Vehicle Drive Systems at DANA Inc. (DAN), had restricted stock units (RSUs) or other derivative awards convert into 21,078 shares on Feb 11, 2026 (20,613 + 465). Of those, 9,191 shares were withheld to cover tax obligations at $32.07 per share, totaling $294,755. The net result was approximately 11,887 shares credited to his account.
This filing shows an exercise/conversion of derivative securities (code M) and a tax-withholding disposition (code F). The withheld shares were used to satisfy tax liability (a routine cashless withholding), not an open-market sale.

Key Details

Transaction date: 2026-02-11; filing date: 2026-02-12 (timely).
Conversion/acquisition: 20,613 shares @ $0.00 and 465 shares @ $0.00 (total 21,078 shares; these reflect RSU/derivative conversions).
Tax withholding/disposition: 9,191 shares @ $32.07 = $294,755 (F1 indicates shares were withheld to satisfy taxes).
Net shares received from vesting/conversion: ~11,887 shares.
Footnotes: F1 = shares withheld for tax obligation. F2–F4 describe dividend equivalent rights on RSUs and that RSUs vest in three equal annual installments beginning on the first anniversary of the grant.
Shares owned after the transaction are not stated in this filing; the filing shows the conversion and withholding but does not list total post-transaction beneficial ownership.

Context

This was a conversion/vesting event and a routine cashless tax withholding—common after RSUs vest. Withheld shares to cover taxes are not a market sale signaling a change in sentiment.

Form 4

Period: 2026-02-11

Pres, Light Veh Drive Systems

Transactions

Exercise/Conversion
Common Stock, par value $0.01
2026-02-11+20,613→ 133,765 total
Exercise/Conversion
Common Stock, par value $0.01
2026-02-11+465→ 134,230 total
Tax Payment
Common Stock, par value $0.01
[F1]
2026-02-11$32.07/sh−9,191$294,755→ 125,039 total
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-11−465→ 7,131 total
→ Common Stock, par value $0.01 (465 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-11−20,613→ 40,011 total
From: 2026-02-11→ Common Stock, par value $0.01 (20,613 underlying)

Footnotes (4)

[F1]Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.
[F2]Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately with the restricted stock units to which they relate, which have vested.
[F3]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.
[F4]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|2026-02-12

1 file