Kellett James D 4

4 · DANA Inc · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

DANA (DAN) VP James Kellett Exercises Awards; Shares Withheld

What Happened

James D. Kellett, Vice President & Chief Accounting Officer of DANA Inc., converted/exercised derivative awards into 3,561 shares of DANA common stock on 2026-02-13 (3,370 + 191 shares recorded). As part of the settlement, 1,110 shares were withheld to cover the Reporting Person’s tax obligation, valued at $33.16 per share for a withholding value of $36,808. The exercised/conversion entries show $0 exercise price for most shares, consistent with conversion of restricted stock units (RSUs) rather than an option purchase.

Key Details

Transaction date: February 13, 2026
Shares converted/exercised: 3,561 total (3,370 and 191 line items)
Shares withheld for taxes: 1,110 shares at $33.16/share = $36,808 (footnote F1)
Reported price for converted shares: $0 (indicates RSU conversion/settlement) (footnotes F2–F4 describe dividend equivalents and RSU vesting)
Shares owned after the transaction: not specified in the provided filing
Filing date / report accession: Form filed Feb 17, 2026 (accession 0001225208-26-001950)

Context

This appears to be a routine conversion/settlement of restricted stock units (RSUs) that vested, not an open-market purchase or sale. The withholding of 1,110 shares to satisfy tax obligations is a common cashless settlement method and should not be interpreted as a discretionary sale signal. No open-market sale of additional shares was reported in this filing.

Form 4

Period: 2026-02-13

VP & Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock, par value $0.01
2026-02-13+3,370→ 5,246 total
Exercise/Conversion
Common Stock, par value $0.01
2026-02-13+191→ 5,437 total
Tax Payment
Common Stock, par value $0.01
[F1]
2026-02-13$33.16/sh−1,110$36,808→ 4,327 total
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-13−191→ 705 total
→ Common Stock, par value $0.01 (191 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-13−3,370→ 3,369 total
From: 2025-02-13→ Common Stock, par value $0.01 (3,370 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 James D. Kellett|2026-02-17

1 file