25 unchanged sentences
The following table contains information at December 31, 2025 about shares of stock which may be issued under our equity compensation plans, all of which have been approved by our shareholders.
−Removed: (Shares in millions) Plan Category
+Added: (Shares in millions)
+Added: Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)
−Removed: Weighted Average Exercise Price of Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
3 unchanged sentences
In addition to stock options, restricted stock units and performance shares have been awarded under Dana's equity compensation plans and were outstanding at December 31, 2025.
−Removed: Calculated without taking into account the 2.5 shares of common stock subject to outstanding restricted stock and performance share units that become issuable as those units vest since they have no exercise price and no cash consideration or other payment is required for such shares.
Certain Relationships and Related Transactions and Director Independence
15 unchanged sentences
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
−Removed: Third Amended and Restated Certification of Incorporation of Dana Incorporated.
+Added: 2.1 Stock Purchase Agreement, dated as of June 11, 2025, by and between Dana Incorporated and Allison Transmission Holdings, Inc.
+Added: Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed June 13, 2025, and incorporated herein by reference.
+Added: Third Amended and Restated Certificate of Incorporation of Dana Incorporated.
Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 2, 2018 and incorporated herein by reference.
3 unchanged sentences
Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form 8-A dated January 31, 2008, and incorporated herein by reference.
+Added: 4.2 Description of Dana Incorporated Common Stock.
+Added: Filed as Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, and incorporated herein by reference.
Indenture, dated as of January 28, 2011 among Dana and Computershare Trust Company, N.A.
1 unchanged sentence
Filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference.
−Removed: Fourth Supplemental Indenture, dated as November 20, 2019, with respect to the Indenture, dated as of January 28, 2011, between Dana Holding Corporation and Computershare Trust Company, N.A.
−Removed: as successor to Wells Fargo Bank, National Association, as trustee.
−Removed: Filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated November 20, 2019, and incorporated herein by reference.
−Removed: Indenture, dated as of April 4, 2017, among Dana Luxembourg Financing S.à.
−Removed: r.l., Dana Incorporated and Computershare Trust Company, N.A.
−Removed: as successor to Wells Fargo Bank, National Association, as trustee.
−Removed: Filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated April 4, 2017, and incorporated herein by reference.
−Removed: Sixth Supplemental Indenture, dated as of June 19, 2020 with respect to the Indenture, dated January 28, 2011, between Dana Incorporated and Computershare Trust Company, N.A.
−Removed: as successor to Wells Fargo Bank, National Association, as trustee.
−Removed: Filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated June 20, 2020, and incorporated herein by reference.
4.4 Seventh Supplemental Indenture, dated as of May 13, 2021 with respect to the Indenture, dated January 28, 2011, between Dana Incorporated and Computershare Trust Company, N.A.
2 unchanged sentences
4.5 Indenture, dated as of May 28, 2021, among Dana Luxembourg Financing S.à.
−Removed: r.l., the Company, Computershare Trust Company, N.A.
+Added: r.l, Dana Incorporated, Computershare Trust Company, N.A.
as successor to Wells Fargo Bank, National Association, as trustee and Elavon Financial Services DAC, as paying agent, registrar and transfer agent.
3 unchanged sentences
Filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated November 24, 2021, and incorporated herein by reference.
−Removed: Description of Dana Incorporated Common Stock.
−Removed: Filed as Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, and incorporated herein by reference.
4.7 Indenture, dated as of May 24, 2023, among Dana Luxembourg Financing S.à r.l., Dana Incorporated, Computershare Trust Company, N.A., as trustee, and Elavon Financial Services DAC, as paying agent, registrar and transfer agent.
Filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated May 24, 2023, and incorporated herein by reference.
−Removed: Executive Employment Agreement dated August 11, 2015, by and between James K.
−Removed: Kamsickas and Dana Incorporated.
−Removed: Filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
Dana Incorporated Supplemental Executive Retirement Plan.
1 unchanged sentence
10.2* Amendment to the Dana Limited Supplemental Executive Retirement Plan, effective as of May 1, 2018.
−Removed: Filed with this Report.
+Added: Filed as Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
Dana Incorporated 2021 Omnibus Incentive Plan.
7 unchanged sentences
10.7* Dana Incorporated Executive Severance Plan, amended and restated effective January 1, 2018.
−Removed: Filed with this Report.
+Added: Filed as Exhibit 10.8 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
10.8* Form of Restricted Stock Unit Agreement for Non-Employee Directors.
5 unchanged sentences
10.11* Dana Savings Restoration Plan.
−Removed: Filed with this Report.
+Added: Filed as Exhibit 10.12 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
10.12* Dana Deferred Compensation Plan.
−Removed: Filed with this Report.
+Added: Filed as Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
+Added: 10.13* Form of PSU Award Agreement.
+Added: Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated February, 6, 2026, and incorporated herein by reference.
Revolving Credit and Guaranty Agreement, dated as of June 9, 2016, among Dana Incorporated, as borrower, the guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent, and the other lenders party thereto.
29 unchanged sentences
Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 16, 2023, and incorporated herein by reference.
+Added: 10.23 Amendment No.
+Added: 7 to Credit and Guaranty Agreement, dated as of July 31, 2025, among Dana Incorporated, the guarantors party thereto, Citibank, N.A.
+Added: as administrative agent and collateral agent, and the lenders party thereto.
+Added: Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed August 1, 2025, and incorporated herein by reference.
10.24* First Amendment to the Dana Incorporated 2021 Omnibus Incentive Plan.
Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed July 31, 2024, and incorporated herein by reference.
−Removed: Offer Letter to R.
−Removed: Bruce McDonald, dated November 24, 2024.
−Removed: Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 25, 2024, and incorporated herein by reference.
−Removed: Retirement, Transition and Release Agreement, dated November 24, 2024, between Dana Incorporated and James K.
−Removed: Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 25, 2024, and incorporated herein by reference.
−Removed: Amendment to Director Appointment and Nomination Agreement, dated January 23, 2025, among the Icahn Group and the Dana Incorporated.
−Removed: Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 23, 2025, and incorporated herein by reference.
+Added: 10.25* Second Amendment to the Dana Incorporated 2021 Omnibus Incentive Plan.
+Added: Filed as Exhibit 10.3 to the Registrant's Registration Statement on Form S-8 filed April 30, 2025, and incorporated herein by reference.
+Added: 10.26* Amended and Restated Offer Letter to R.
+Added: Bruce McDonald, dated September 29, 2025.
+Added: Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed September 30, 2025, and incorporated herein by reference.
19.1 Dana Incorporated Insider Trading Policy.
35 unchanged sentences
(Principal Accounting Officer)
−Removed: /s/ Christian A.
/s/ Ernesto M.
1 unchanged sentence
/s/ Michael J.
+Added: Olivia Nelligan*
+Added: Olivia Nelligan
/s/ Diarmuid B.
2 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.