Entry into a Material Definitive Agreement. On July 10, 2026, Dana Incorporated (“ Dana ”) entered into Amendment No. 8 to Credit and Guaranty Agreement (the “ Eighth Amendment ”) among Dana, as borrower, certain domestic subsidiaries of Dana party thereto (the “ Guarantors ”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “ Agent ”). The Eighth Amendment amends the Credit and Guaranty Agreement, dated as of June 9, 2016 (a…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Other Events. Dana expects to draw down on the Delayed Draw Term Loan A Facility in full and use the proceeds therefrom to redeem all of the outstanding 8.500% Senior Notes due 2031 (the “ 2031 Notes ”) issued by Dana Financing Luxembourg S.à r.l., a private limited liability company ( société à responsabilité limitée ) incorporated under the laws of the Grand Duchy of Luxembourg, and guaranteed by Dana, on or around July 31, 2026 (the “ Redemption Date ”). The redemption price is 104.250% of…

President and CEO — Byron S. Foster: Byron S. Foster was promoted to President and CEO, succeeding R. Bruce McDonald who will serve as Executive Chairman.

Regulation FD Disclosure. On June 11, 2026, Dana Incorporated, a Delaware corporation (“ Dana ”), issued a press release announcing the proposed combination (the “ Proposed Combination ”) of Dana and the Vehicle and eMobility business segments of Eaton Corporation plc, an Irish public limited company (“ Eaton ”). A copy of the press release is attached hereto as Exhibit 99.1. The press release also announced that Dana will be hosting a conference call and webcast at 8:30 a.m., Eastern Time, o…

Entry into a Material Definitive Agreement. On June 10, 2026, Dana Incorporated, a Delaware corporation (“ Dana ”), entered into definitive agreements with Eaton Corporation plc, an Irish public limited company (“ Eaton ”), Eaton Corporation, a corporation registered in the State of Ohio and a wholly owned subsidiary of Eaton (“ Eaton Ohio ”), Eaton Capital Unlimited Company, an Irish public unlimited company and a wholly owned subsidiary of Eaton (“ Eaton HoldCo ” and, together with Eaton an…

President and Chief Executive Officer (CEO) — Byron Foster: Byron Foster was promoted to President and CEO, effective July 1, 2026.

Regulation FD Disclosure. Dana Incorporated (“Dana”) today issued a news release announcing that its Board of Directors (the “Board”) declared a quarterly dividend of $0.12 per share on its common stock, payable on March 20, 2026, to holders of Dana common stock as of February 27, 2026, and that the Board approved an increase and extension of Dana’s share repurchase program to a total of $2.0 billion through 2030. A copy of the press release is attached hereto as Exhibit 99.1. The information…

The filing describes a compensatory arrangement for certain officers, not a management change.

Other Events. Final Results of Tender Offers On January 7, 2026 (the “Settlement Date”), Dana Incorporated, a Delaware corporation (“Dana”), and Dana Financing Luxembourg S.à r.l., a Luxembourg private limited liability company and wholly owned subsidiary of Dana (“Dana Financing” and, together with Dana, the “Company”), effected the settlement of their previously announced cash tender offers (the “Offers”) to purchase a portion of (i) Dana’s 5.375% Senior Notes due 2027 (the “2027 Notes”), (…

Completion of Acquisition or Disposition of Assets . On January 1, 2026 (the “ Closing Date ”), Dana Incorporated (“ Dana ”) completed the previously announced sale of its off-highway business to Allison Transmission Holdings, Inc. (the “ Purchaser ”) for a purchase price of $2.732 billion in cash, subject to certain adjustments (the “ Transaction ”). The Transaction was consummated pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of June 11, 2025 (the “ Purchase…

Regulation FD Disclosure. Tender Offers On December 4, 2025, Dana Incorporated, a Delaware corporation (“Dana”), and Dana Financing Luxembourg S.à r.l., a Luxembourg private limited liability company and wholly owned subsidiary of Dana (“Dana Financing”), commenced cash tender offers (the “Offers”) under an offer to purchase (the “Offer to Purchase”) for certain of their outstanding notes. Pursuant to the Offer to Purchase, Dana and Dana Financing are offering to purchase at 100% of the princ…

Director — Hanna Olivia Nelligan: Appointment of a new director to the Board.

Chairman and Chief Executive Officer (CEO) — R. Bruce McDonald: The CEO's employment has been extended with an amended and restated agreement, including a transition to Non-Executive Chairman.

Entry into a Material Definitive Agreement. On July 31, 2025, Dana Incorporated (“ Dana ”) entered into Amendment No. 7 to Credit and Guaranty Agreement (the “ Seventh Amendment ”), among Dana, as borrower, certain domestic subsidiaries of Dana party thereto (the “ Guarantors ”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “ Agent ”). The Seventh Amendment amends the Credit and Guaranty Agreement, dated as of June 9, 2016…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above, under Item 1.01, is incorporated herein by reference.

Termination of a Material Definitive Agreement . In connection with the Share Repurchase (as defined below), Dana Incorporated (“ Dana ”) and the Icahn Group (as defined below) mutually agreed to terminate the Director Appointment and Nomination Agreement, dated as of January 7, 2022, by and among Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Beckton Corp. (c…

Director — Brett M. Icahn: The filing reports the resignation of two board members appointed by a shareholder in connection with a share repurchase, which is a routine governance change rather than a loss of senior executive management.

Entry into a Material Definitive Agreement . On June 11, 2025, Dana Incorporated (“ Dana ”) entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with Allison Transmission Holdings, Inc. (“ Purchaser ”) pursuant to which, on the terms and subject to the conditions therein, Dana agreed to sell, and Purchaser has agreed to acquire, Dana’s off-highway business (the “ Business ”), for a purchase price of $2.732 billion (the “ Purchase Price ”), subject to certain adjustments. As de…

The provided text is only the standard header for Item 5.02 and does not contain the specific details of the management change required to classify the event.

Entry into a Material Definitive Agreement. On January 23, 2025, Dana Incorporated (the “ Company ”) entered into an amendment (the “ Amendment ”) to that certain Director Appointment and Nomination Agreement, dated as of January 7, 2022 (the “ Agreement ”) with Carl C. Icahn and the persons and entities listed therein (collectively, the “ Icahn Group ”). Pursuant to the terms of the Amendment, the Company has agreed to certain amendments to the Agreement, including the appointment of Mr. Bre…

Director — Nora E. LaFreniere: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of a senior executive.

CEO — James K. Kamsickas: The CEO departed immediately but was replaced by a named successor (R. Bruce McDonald) in an orderly transition, indicating a planned succession rather than a sudden loss of leadership.

President — Jeroen Decleer: The filing discloses the death of Jeroen Decleer, the sitting President of Dana’s Off-Highway Drive and Motion Systems, which constitutes an unplanned loss of a senior executive.

Senior Vice President and President — Brian Pour: The filing announces the external appointment of a new Senior Vice President and President, which is a significant leadership addition but not a departure of an existing executive.