Kellett James D 4

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.