Foster Byron S. 4

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.