Foster Byron S. 4

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.