Kellett James D 4

What Happened
James D. Kellett, Vice President & Chief Accounting Officer of DANA Inc. (DAN), had vested restricted stock units (RSUs) converted into 2,871 shares of common stock on 2026-02-11 (reported on Form 4 filed 2026-02-12). The RSU conversion is reported as exercise/conversion of a derivative at $0.00 per share. To cover tax withholding, 995 shares were surrendered at $32.07 each, totaling $31,910. After withholding, the reporting person received a net 1,876 shares.

Key Details

• Transaction date: 2026-02-11; filing date: 2026-02-12 (appears timely).
• Conversion: 2,871 shares acquired via exercise/conversion of derivative securities (code M) at $0.00.
• Tax withholding: 995 shares withheld (code F) at $32.07/share for $31,910.
• Net shares received: 1,876 (2,871 converted − 995 withheld).
• Footnotes: F1 = shares withheld for tax obligation; F2–F4 = RSU-related dividend equivalents and standard RSU terms (each RSU = 1 share; vesting in three equal annual installments beginning on first anniversary).
• Shares owned after the transaction: not specified in the provided filing details.

Context
This was a routine vesting/conversion of RSUs with shares withheld to cover taxes (a common net-settlement/tax-withholding mechanism), not an open-market sale or purchase. Such withholding transactions are administrative and do not necessarily indicate an executive buying or selling stock for investment purposes.