Foster Byron S. 4

4 · DANA Inc · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

DANA (DAN) President Byron Foster Converts RSUs, Shares Withheld for Taxes

What Happened

Byron S. Foster, President of Light Vehicle Drive Systems at DANA Inc (DAN), had restricted stock units (RSUs) that vested and converted into 20,914 shares on Feb 13, 2026. The RSUs converted at $0.00 (no cash exercise price). To cover tax withholding, 9,119 shares were surrendered/withheld at $33.16 per share, equal to $302,386. Net shares delivered to Foster were 11,795.

Key Details

Transaction date: Feb 13, 2026; Form filed: Feb 17, 2026 (filing appears timely under the SEC two-business-day rule).
Conversion entries: 19,770 and 1,144 RSUs converted to common shares (total 20,914) at $0.00.
Withholding/tax payment: 9,119 shares withheld/disposed at $33.16 for $302,386 (code F).
Net shares received: 11,795 (20,914 converted minus 9,119 withheld).
Footnotes: F1 indicates shares withheld to satisfy tax obligations; F2 notes dividend equivalent rights on the RSUs; F3 clarifies each RSU equals one share (or cash at Dana’s election); F4 states RSUs vest in three equal annual installments.
Shares owned after the transaction were not specified in the filing.

Context

These entries reflect vested RSUs converting into shares and a common tax-withholding settlement (not an open-market sale). This is a routine compensation-related event rather than a cash purchase or a discretionary sale. The M code denotes conversion/exercise of a derivative award and F denotes shares withheld to cover tax liabilities.

Form 4

Period: 2026-02-13

Pres, Light Veh Drive Systems

Transactions

Exercise/Conversion
Common Stock, par value $0.01
2026-02-13+19,770→ 144,809 total
Exercise/Conversion
Common Stock, par value $0.01
2026-02-13+1,144→ 145,953 total
Tax Payment
Common Stock, par value $0.01
[F1]
2026-02-13$33.16/sh−9,119$302,386→ 136,834 total
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-13−1,144→ 5,987 total
→ Common Stock, par value $0.01 (1,144 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-13−19,770→ 19,769 total
From: 2025-02-13→ Common Stock, par value $0.01 (19,770 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|2026-02-17

1 file