Liedberg Douglas H 4

4 · DANA Inc · Filed Feb 18, 2026

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Updated Feb 18, 2026

DANA (DAN) SVP & General Counsel Douglas Liedberg Exercises RSUs

What Happened

Douglas H. Liedberg, SVP, General Counsel and Secretary of DANA Inc. (DAN), had restricted stock units (reported as derivative exercises) convert into 11,618 shares on 2026-02-14. To satisfy tax withholding, 5,240 shares were surrendered at an effective price of $33.16 per share (total value withheld $173,758). The result is a net retention of 6,378 shares from this vesting event. This was a vesting/tax-withholding event rather than an open‑market buy or sell.

Key Details

Transaction date: 2026-02-14; Form 4 filed: 2026-02-18 (timely).
Conversion/Exercise (code M): 10,679 shares and 939 shares (total 11,618) converted into common stock at $0.00 reported exercise price.
Tax withholding (code F): 5,240 shares withheld at $33.16 = $173,758.
Net shares retained from this conversion: 11,618 − 5,240 = 6,378 shares.
Footnotes: Shares result from restricted stock units (RSUs) that include dividend equivalents (F2/F3); RSUs vest in three equal annual installments starting on the first anniversary of the grant (F4). F1 explains the withheld shares covered tax obligations.
Transaction codes explained: M = exercise/conversion of derivative (RSU vesting), F = shares withheld to pay tax liability.

Context

This was a routine RSU vesting and withholding for taxes (a common cashless settlement method) rather than a discretionary sale or purchase. Such withholding does not necessarily indicate insider sentiment about the stock. No 10% owner implications are indicated.

Form 4

Period: 2026-02-14

SVP, General Counsel and Secty

Transactions

Exercise/Conversion
Common Stock, par value $0.01
2026-02-14+10,679→ 214,651 total
Exercise/Conversion
Common Stock, par value $0.01
2026-02-14+939→ 215,590 total
Tax Payment
Common Stock, par value $0.01
[F1]
2026-02-14$33.16/sh−5,240$173,758→ 210,350 total
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-14−939→ 3,647 total
→ Common Stock, par value $0.01 (939 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-14−10,679→ 0 total
From: 2024-02-14→ Common Stock, par value $0.01 (10,679 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 Douglas H. Liedberg|2026-02-18

1 file