Pour Brian Keith 4

What Happened
Brian Keith Pour, Senior Vice President & President — Commercial Vehicle Drive at DANA Inc (DAN), had restricted stock units convert into common shares on February 11, 2026. A total of 29,940 RSUs were converted (exercise/conversion reported under code M at $0.00 per share). To satisfy tax withholding obligations, 6,697 shares were withheld (reported under code F) at an indicated price of $32.07 per share, totaling approximately $214,773. The RSUs carry dividend equivalent rights per the filing.

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-12 (timely).
• Conversion/exercise entries (code M): 14,640 + 330 + 330 + 14,640 = 29,940 RSUs converted at $0.00 (no cash exercise price).
• Tax withholding (code F): 6,697 shares withheld @ $32.07 = $214,773 to cover tax liability (footnote F1).
• Net shares likely issued to Pour: 29,940 converted − 6,697 withheld = 23,243 shares (based on the reported entries).
• Footnotes: F2–F4 indicate these were restricted stock units with dividend equivalents and a standard multi-year vesting schedule; F1 explains the withheld shares cover tax obligations.
• Shares owned after the transaction were not included in the provided excerpt.

Context
This was a vesting/settlement of RSUs (not an open-market purchase or discretionary sale). Withholding shares to cover taxes is a routine administrative step (a cashless/withholding settlement) and does not necessarily indicate a buy or sell decision by the insider. For retail investors, purchases are typically more informative about insider confidence; this filing documents compensation settlement rather than a market trade.