Foster Byron S. 4

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.