8-K

DANA INCORPORATED

Date: February 6, 2026

/s/ Douglas H. Liedberg

Douglas H. Liedberg

Senior Vice President, Chief Legal and

Human Resources Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2026

Dana Incorporated

(Exact name of registrant as specified in its charter)

Delaware

1-1063

26-1531856

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class

Trading

Symbol

Name of Each Exchange

on which Registered

Common Stock, $.01 par value

DAN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2026, the Board of Directors (the “Board”) of Dana Incorporated (the “Company”) approved a grant of performance-vested restricted stock units (“PSUs”) to eligible participants, including our named executive officers (other than our Chief Executive Officer, Bruce McDonald) under the Company’s 2021 Omnibus Incentive Plan.

The PSUs will vest, if at all, based on (x) the Company’s achievement of pre-determined stock price targets over the course of a four-year performance period extending from January 1, 2026 through December 31, 2029 and (y) the award holder’s continued employment through each applicable vesting date. The actual number of PSUs earned at the end of the measurement period may range from a minimum of zero to a maximum of three times target. Earned PSUs that vest (if any) will be settled by issuance of the Company’s common stock in two equal installments in early 2030 and early 2031.

The foregoing description of the PSUs does not purport to be complete and is qualified in its entirety by reference to the form of award agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following item is furnished with this report.


Exhibit No.		Description

10.1		Form of PSU Award Agreement

104		Cover Page Interactive Data File (embedded within the Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Dana Incorporated