Kellett James D 4

What Happened

• James D. Kellett, Vice President and Chief Accounting Officer of DANA Inc. (DAN), had restricted stock units convert/exercise on February 14, 2026. A total of 2,615 shares were issued to him (2,402 + 213) at $0 exercise price (reflecting RSU settlement rather than a cash purchase). To cover tax withholding, 768 of those shares were surrendered/withheld at a per-share value of $33.16, generating a tax withholding amount of $25,467. The net share increase to Kellett equals the issued shares minus the withheld shares.

Key Details

• Transaction date: February 14, 2026; Form 4 filed February 18, 2026.
• Shares issued (acquired): 2,402 and 213 (total 2,615) at $0.00 per share (derivative conversion/RSU settlement).
• Shares withheld (disposed for tax withholding): 768 shares at $33.16 per share; total withholding value $25,467 (footnote F1).
• Shares owned after the transaction: Not specified in the provided filing.
• Footnotes: F1 = shares withheld to satisfy tax obligations; F2–F4 = these awards include dividend equivalent rights, represent RSUs convertible to one share (or cash at Dana’s election), and vest in three equal annual installments.
• Filing timeliness: Form filed Feb 18, 2026; no late-filing flag provided in the supplied data.

Context

• This appears to be a routine RSU vest/settlement with net share withholding to cover taxes (common practice), not an open‑market sale. The $0 exercise price entries reflect conversion/settlement of restricted stock units rather than purchase of options. Withholding of shares to satisfy tax liability is administrative and does not necessarily signal a purchase or a judgment about the company’s prospects.