Foster Byron S. 4
4 · DANA Inc · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
DANA Inc (DAN) President Byron Foster Exercises/Converts Derivatives; Shares Withheld
What Happened
Byron S. Foster, President of Light Vehicle Drive Systems at DANA Inc, converted/vested derivative awards (M-code conversions) into 14,872 shares on 2026-02-14. No cash exercise price was paid ($0.00 per share), indicating these were conversions of restricted stock units/dividend-equivalent rights rather than a cash option purchase. To satisfy tax withholding obligations (F-code), 6,485 shares were withheld at $33.16 each for a total withholding value of $215,043; net shares retained were 8,387. The gross market value of the converted shares at $33.16 would be about $493,156, leaving about $278,113 in net value after withholding.
Key Details
- Transaction date: February 14, 2026; Form 4 filed February 18, 2026.
- Codes: M = exercise/conversion of derivative (conversion/vesting), F = shares withheld for tax obligations.
- Shares converted/vested: 14,872 total (13,669 + 1,203).
- Shares withheld for taxes: 6,485 @ $33.16 = $215,043.
- Net shares received: 8,387.
- Shares owned after the transaction: not specified in the reported data.
- Relevant footnotes: F1 indicates the 6,485 shares were withheld to cover tax obligations; F2–F4 explain these awards include dividend equivalents, that each RSU equals one share (or cash at Dana’s election), and that RSUs vest in three equal annual installments.
Context
- This was a conversion/vesting event, not an open-market purchase or sale. Withholding shares to cover taxes is a routine administrative disposition and does not necessarily indicate a deliberate open-market sale.
- Because the exercise price shown is $0.00, this appears to be RSU/DERIVATIVE vesting (including dividend equivalents) rather than a cash exercise of stock options.
- No 10% beneficial ownership or 10b5-1 trading plan was indicated in the reported items.
Insider Transaction Report
- Exercise/Conversion
Common Stock, par value $0.01
2026-02-14+13,669→ 150,503 total - Exercise/Conversion
Common Stock, par value $0.01
2026-02-14+1,203→ 151,706 total - Tax Payment
Common Stock, par value $0.01
[F1]2026-02-14$33.16/sh−6,485$215,043→ 145,221 total - Exercise/Conversion
Dividend Equivalent Rights
[F2]2026-02-14−1,203→ 4,784 total→ Common Stock, par value $0.01 (1,203 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-02-14−13,669→ 0 totalFrom: 2024-02-14→ Common Stock, par value $0.01 (13,669 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.