What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-20 · 73 added, 70 removed, 166 unchanged (46% of the section changed)

Dana Incorporated (Dana), with history dating back to 1904, is headquartered in Maumee, Ohio.

We are a world leader in providing power-conveyance and energy-management solutions for vehicles and machinery.

The company's portfolio improves the efficiency, performance, and sustainability of light vehicles, commercial vehicles, and off-highway equipment.

From axles, driveshafts, transmissions, sealing and thermal products to electrification products including motors, inverters, controllers, e-sealing, e-thermal and digital solutions, we enable the propulsion of internal combustion engine (ICE), hybrid and electric powered vehicles by supplying nearly every major vehicle manufacturer in the world.

We also serve the stationary industrial market.

As of December 31, 2024 we employed approximately 39,600 people and operated in 30 countries.

We are a world leader in providing power-conveyance and energy-management solutions for on-highway vehicles.

The company's portfolio improves the efficiency, performance, and sustainability of light and commercial vehicles.

As of December 31, 2025 excluding the Off-Highway business which is presented as a discontinued operation, we employed approximately 26,900 people and operated in 24 countries.

The terms “Dana,” “we,” “our” and “us” are references to Dana.

These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise.

Recent Strategic Actions

Cost reduction initiatives — During the fourth quarter of 2024, we announced further actions to support sustained long-term profitability and enhanced cash flow generation.

This includes substantial reduction in selling, general and administrative costs and aligning engineering expenses to match current industry dynamics,

including the ongoing delay in the adoption of electric vehicles.

We expect to deliver annualized savings of $325 through 2026.

Approximately $260 of annualized savings was realized through 2025 with an additional $65 to be realized in 2026.

See Summary of Consolidated Results and Segment Results of Operations in Item 7 and Note 4 of our consolidated financial statements in Item 8 for additional information.

Segment realignment — Through December 2024, we managed our operations globally through four operating segments.

Our Light Vehicle and Power Technologies segments primarily supported light vehicle original equipment manufacturers (OEMs) with products for light trucks, SUVs, CUVs, vans and passenger cars.

Our Commercial Vehicle segment supported the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supported OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications).

In the first quarter of 2025, our Power Technologies segment was integrated into our Light Vehicle and Commercial Vehicle segments, streamlining the business, enhancing our go-to-market approach and serving our customers more efficiently.

The OEM-facing business was integrated into our Light Vehicle segment while the aftermarket business was integrated into our Commercial Vehicle segment.

See Note 20 of our consolidated financial statements in Item 8 for additional information.

Divestiture of Off-Highway Business — Dana has embarked on a strategic plan to focus on our core on-highway markets, creating a more focused and nimble Dana through the divestiture of our Off-Highway business.

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc.

We analyzed the quantitative and qualitative factors relevant to the pending divestiture of our Off-Highway business and determined that the conditions for discontinued operations presentation have been met.

As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements.

Prior period amounts have been recast to reflect discontinued operations presentation.

See Note 1 and Note 2 of our consolidated financial statements in Item 8 for additional information.

The transaction closed on January 1, 2026, with Dana receiving initial cash proceeds of $2,664.

The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date.

Capital Structure Initiatives — Net cash proceeds from the Off-Highway business divestiture will be used to pay down debt, strengthening Dana’s financial position, and provide capital returns to shareholders.

On January 7, 2026, we purchased, via a net proceeds tender offer, $138 of our November 2027 Notes, $142 of our June 2028 Notes, €141 of our July 2029 Notes ($164 as of January 7, 2026), $173 of our September 2030 Notes, €9 of our 2031 Notes ($10 as of January 7, 2026) and $152 of our February 2032 Notes at prices equal to 100.00% plus accrued and unpaid interest.

On January 8, 2026, we redeemed the remaining $262 of our November 2027 Notes and the remaining $258 of our June 2028 Notes at prices equal to 100.00% plus accrued and unpaid interest.

In addition, on January 2, 2026, we repaid the $225 outstanding balance on the Term A Facility.

See Note 13 of our consolidated financial statements in Item 8 for additional information.

On June 8, 2025, Dana’s board of directors approved a program to provide up to a $1,000 return of capital to shareholders through common stock share repurchases and/or special dividends through the end of 2027.

On February 11, 2026, Dana's board of directors increased and extended the share repurchase program to a total of $2,000 through the end of 2030.

Through January 31, 2026, we have spent $750 to repurchase 37,943,413 shares under the approved stock repurchase program.

See Note 8 of our consolidated financial statements in Item 8 for additional information.

Overview of our Business

We have aligned our organization around four operating segments:

Light Vehicle Drive Systems (Light Vehicle), Commercial Vehicle Drive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion Systems (Off-Highway) and Power Technologies.

We have aligned our organization around two operating segments:

Light Vehicle Drive Systems (Light Vehicle) and Commercial Vehicle Drive and Motion Systems (Commercial Vehicle).

These operating segments have global responsibility and accountability for business commercial activities and financial performance.

2 unchanged sentences

Commercial Vehicle

Power Technologies

Refer to Segment Results of Operations in Item 7 and Note 20 to our consolidated financial statements in Item 8 for further financial information about our operating segments.

11 unchanged sentences

e-Axle systems

Tata Motors Ltd (including

e-Transmission systems

Jaguar Land Rover)

Renault-Nissan-Mitsubishi

e-Transmission systems

Tata Motors Ltd (including

Super sports cars

Electric motors

Jaguar Land Rover)

General Motors Company

ICE sealing and thermal

Volkswagen AG

Benteler Group

e-Thermal cooling systems

Suzuki Motor Corporation

Battery cooling

Mercedes-Benz Group AG

Electronics cooling

Hydrogen fuel cell cooling

New power industrial cooling

Commercial Vehicle

10 unchanged sentences

Electric motors

Off-Highway market:

Axles, hub drives and driveshafts

Deere & Company

ICE, hybrid and e-transmissions

Oshkosh Corporation

e-Axle systems

AGCO Corporation

e-Transmission systems

CNH Industrial N.V.

e-Hub drive systems

Manitou Group

Material handling

Terex Corporation

Industrial stationary

Electric motors

Lawn care and recreational

Power Technologies

Light vehicle market

Stellantis N.V.

Hinduja Group

ICE sealing and thermal

General Motors Company

Commercial vehicle market

Ford Motor Company

Off-Highway market

Toyota Motor Corporation

Oshkosh Corporation

e-Thermal cooling systems

Industrial stationary market

Battery cooling

Stellantis N.V.

Electronics cooling

Volkswagen AG

Hydrogen fuel cell cooling

(including Traton SE)

New power industrial cooling

Mercedes-Benz Group AG

* Via a directed supply relationship

14 unchanged sentences

Customer Dependence

We are largely dependent on light vehicle, medium- and heavy-duty vehicle and off-highway original equipment manufacturer (OEM) customers.

We are largely dependent on light-, medium- and heavy-duty vehicle original equipment manufacturer (OEM) customers.

Ford Motor Company (Ford) and Stellantis N.V.

2 unchanged sentences

Our sales to Stellantis (via a directed supply relationship) were approximately 13% in 2025, 10% in 2024 and 12% in 2023.

Volkswagen AG (including Traton SE), PACCAR, Inc and Toyota Motor Corporation were our third, fourth and fifth largest customers in 2024.

Toyota Motor Corporation, Volkswagen AG (including Traton SE), and PACCAR, Inc.

were our third, fourth and fifth largest customers in 2025.

Our 10 largest customers collectively accounted for approximately 76% of our sales in 2025.

19 unchanged sentences

Light Vehicle

American Axle & Manufacturing Holdings, Inc.

Borg Warner Inc.

Magna International Inc.

BorgWarner Inc.

Dauch Corporation (formerly American Axle & Manufacturing Holdings, Inc.)

Denso Corporation

Schaeffler AG

ElringKlinger AG

Hanon Systems

Hofer Powertrain GmbH

YinLun Co., LTD

Jing-Jin Electric Technologies Co.

4 unchanged sentences

Allison Transmission Holdings, Inc.

Eugen Klein GmbH

Freudenberg Group

BorgWarner Inc.

1 unchanged sentence

Linamar Corporation

Tirsan Kardan A.Ş.

Denso Corporation

Eaton Corporation plc

ZF Friedrichshafen AG

Ege Endüstri ve Ticaret A.S.

Vertically integrated OEM operations

Bonfiglioli Riduttori S.p.A.

Carraro S.p.A.

SEW-Eurodrive GmbH

Comer Industries S.p.A.

Tirson Kardan A.Ş.

Ege Endüstru ve Ticaret A.S.

YinLun Co., LTD

ElringKlinger AG

ZF Friedrichshafen AG

Eugen Klein GmbH

Vertically integrated OEM operations

Power Technologies

Denso Corporation

ElringKlinger AG

Freudenberg Group

Hanon Systems

YinLun Co., LTD

Intellectual Property

4 unchanged sentences

We own or have licensed numerous trademarks that are registered or subject to pending applications in many jurisdictions.

For example, our Spicer®, Spicer Electrified TM , Victor Reinz®, Long®, Graziano TM and Dana TM4 TM trademarks are widely recognized in their market segments.

For example, our Spicer®, Spicer Electrified TM , Victor Reinz®, Long® and Dana TM4 TM trademarks are widely recognized in their market segments.

We regard our trademarks as valuable assets and strategically pursue available protection of these rights.

7 unchanged sentences

Total engineering expenses including research and development we re $224 in 2025 , $305 in 2024 and $316 in 2023 .

As a leading global supplier in the mobility sector, the company is committed to driving innovation and enhancing the performance, efficiency, and safety of transportation solutions across all major mobility markets.

Our engineering and research and development efforts focus on creating advanced technologies that meet the evolving needs of customers while addressing environmental challenges and improving driving experience.

Our research and development initiatives are centered on enhancing the efficiency, performance, and safety of mobility.

Our research and development initiatives are centered on enhancing efficiency, performance, and safety of mobility.

This includes advancements in powertrain systems, vehicle dynamics and thermal management.

10 unchanged sentences

Commercial Vehicle

Power Technologies

South America

Technical and administrative

We are “People Finding A Better Way” in everything we do, guided by our values:

Value Others, Inspire Innovation, Grow Responsibly, and Win Together.

South America

We value people by treating others with respect and putting safety, inclusion, and integrity at the heart of everything we do.

10 unchanged sentences

Some examples include base and variable pay, health benefits, life insurance, employee assistance programs, paid time off, and retirement and savings plans.

Culture and Inclusion – Our vision is to maintain a diverse and inclusive, global organization that develops, fosters, and attracts great people whose perspectives are encouraged, heard, valued, and supported.

At Dana, we are proud to have an employee-centric organization that challenges the status quo by ensuring our business policies, processes and culture allow us to continuously build upon our diverse strengths to further grow a strong, inclusive work environment.

Dana has a network of Business Resource Groups (BRGs) to empower employees and enhance Dana’s ability to develop, retain, and attract top talent.

These BRGs are executive leadership-supported, employee-led initiatives with the mission to inspire growth and innovation and foster belonging for all employees.

BRGs provide employees opportunities for development, mentoring, networking, and utilizing their talents in ways that positively impact the business.

Our BRGs currently include the African American Resource Group (AARG), Connected Cultures, Dana Alumni, Dana Women’s Network (DAWN), Green Team, LGBTQ+A, Military and Veterans, and New to Dana (NTD).

Ethics and Compliance – All Dana employees are expected to follow Dana’s Standards of Business Conduct, which includes a range of subjects, from respect in the workplace and use of corporate assets to gifts and conflicts of interest, as well as protection of confidential information.

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business