What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-10-31 · 152 added, 257 removed, 201 unchanged (67% of the section changed)

12 unchanged sentences

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

Approximately $245 of annualized savings is expected be realized through 2025 with an additional $65 realized in 2026.

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

See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information.

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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).

Our Commercial Vehicles 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.

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See Note 17 of our consolidated financial statements in Item 1 of Part I 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 planned divestiture of our Off-Highway business.

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.

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

The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions.

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.

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

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.

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 were 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 and the $390 of outstanding borrowings on our Revolving Facility.

See Note 10 of our consolidated financial statements in Item 1 of Part I 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 March 31, 2026, we have spent $775 to repurchase 38,702,872 shares under the approved stock repurchase program.

See Note 6 of our consolidated financial statements in Item 1 of Part I for additional information.

Other Initiatives

Aftermarket opportunities — We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities within our existing businesses – targeting increased future aftermarket sales.

Powered by recognized brands such as Dana®, Spicer®, Spicer Electrified™, Victor Reinz®, Glaser®, GWB®, Thompson®, Tru-Cool®, SVL®, and Transejes™, Dana delivers a broad range of aftermarket solutions – including genuine, all makes, and value lines – servicing passenger and commercial vehicles across the globe.

Selective acquisitions — Although transformational opportunities will be considered when strategically and economically attractive, our acquisition focus is principally directed at “bolt-on” or adjacent acquisition opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and enhance the value proposition of our product offerings.

Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities and other uses of capital – with a disciplined financial approach designed to ensure profitable growth and increased shareholder value.

Management Overview

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We serve our global light vehicle and medium/heavy vehicle markets through two business units – Light Vehicle Systems (Light Vehicle) and Commercial Vehicle Systems (Commercial Vehicle).

At September 30, 2025, excluding the Off-Highway business which is presented as a discontinued operation, we employed approximately 28,000 people and operated in 26 countries.

External sales by operating segment for the periods ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

At March 31, 2026, we employed approximately 26,900 people and operated in 24 countries.

External sales by operating segment for the periods ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

Light Vehicle

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Key market drivers include regional economic growth rates; cost and availability of end customer financing; and industrial output.

The current tariff environment has resulted in increased uncertainty in the markets we serve.

Our multi-market coverage and broad customer base help provide stability across the cycles while mitigating secular variability.

Light vehicle markets — Our driveline business is weighted more heavily to the truck and SUV segments of the light-vehicle market versus the passenger-car segment.

Our vehicle content is greater on rear-wheel drive, four-wheel drive, and all-wheel drive vehicles, as well as hybrid and electric vehicles.

During 2024, light-truck markets showed marginal improvement across all regions except Europe, which was down slightly from 2023.

The outlook for 2025 reflects global light-truck near-term production being relatively stable across all regions with demand risk due to tariff impacts.

During 2025, light-truck markets showed marginal improvement across all regions except North America, which was flat compared to 2024.

The outlook for 2026 reflects global light-truck production being relatively stable in North America and Asia Pacific, while Europe and South America reflect marginal improvement, in comparison with the prior year.

Commercial vehicle markets — Our primary business is driveline systems for medium and heavy-duty trucks and busses, including the emerging market for hybrid and electric vehicles.

Key regional markets are North America, South America (primarily Brazil) and Asia Pacific.

During 2024, production of Class-8 trucks in North America decreased 3% from 2023 reflecting lower demand driven by lower freight volumes and rates.

Medium-duty truck production in North America experienced a modest 4% year-over-year increase from 2023.

The outlook for 2025 is for a significant decrease in production from the prior year.

Outside of North America, production of medium- and heavy-duty trucks in South America increased 41% over 2023, reflecting improved economic conditions in the region.

The 2025 outlook for South America reflects a moderate decrease in production compared to the prior year.

Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, decreased 5% in 2024.

The 2025 outlook for Asia Pacific is for a moderate increase in production from the prior year.

Foreign currency — With 43% of our sales for the first nine months of 2025 coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations.

During 2025, production of Class-8 and Classes 5-7 trucks in North America both decreased 23% compared to 2024.

The outlook for 2026 is for a modest decrease in production of Classes 5-7 trucks and a modest increase in Class-8 truck production compared to the prior year.

Outside of North America, production of medium- and heavy-duty trucks in South America decreased 7% compared to 2024, reflecting relatively stable economic conditions in the region.

The 2026 outlook for South America reflects medium- and heavy-duty production being relatively flat compared to the prior year.

Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, increased 12% in 2025.

The 2026 outlook for Asia Pacific is for a modest increase in production from the prior year.

Foreign currency — With 44% of our first quarter 2026 sales coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations.

The euro zone countries accounted for 33% of our year-to-date 2026 non-U.S.

sales, while Brazil, India, Thailand and China accounted for 14%, 10%, 8% and 7%, respectively.

International currencies weakened against the U.S.

dollar during the first nine months of 2025, decreasing sales by $3, with the effects of a weaker Brazilian real, Indian rupee, Mexican peso and Canadian dollar being partially offset by a stronger euro, Thai baht and South Africa rand.

International currencies strengthened against the U.S.

dollar during the first quarter of 2026, increasing sales by $64, with the effects of a stronger euro, Brazilian real, South African rand and Thai baht being partially offset by a weaker Indian rupee.

Argentina has experienced significant inflationary pressures the past few years, contributing to significant devaluation of its currency among other economic challenges.

Our Argentine operation supports our Light Vehicle operating segment.

Our sales in Argentina for the first nine months of 2025 of approximately $169 are 3% of our consolidated sales and our net asset exposure related to Argentina was approximately $58, including $20 of net fixed assets, at September 30, 2025.

Our sales in Argentina for the first quarter of 2026 of approximately $45 are 2% of our consolidated sales and our net asset exposure related to Argentina was approximately $68, including $18 of net fixed assets, at March 31, 2026.

During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy.

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Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes.

Higher year-over-year commodity prices decreased earnings during the first nine months of 2025 by $3.

Material cost recovery pricing actions increased earnings in the first nine months of 2025 by $3.

Higher year-over-year commodity prices decreased earnings during the first quarter of 2026 by $8.

Material cost recovery pricing actions increased earnings in the first quarter of 2026 by $6.

Sales, Earnings and Cash Flow Outlook

$7,300 - $7,700

Adjusted EBITDA

Net cash provided by operating activities

Adjusted Free Cash Flow

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The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.

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

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

The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions.

While the sale process continues to advance, there can be no assurance that it will result in a transaction.

Summary Consolidated Results of Operations (Third Quarter, 2025 versus 2024)

Three Months Ended September 30,

Our 2026 sales outlook is $7,300 to $7,700, reflecting declining global market demand, offset by $200 of net new business backlog, dissipation of the tariff recovery lag experienced in 2025 and currency tailwinds.

Based on our current sales and exchange rate outlook for 2026, we expect international currencies to be a modest tailwind to sales primarily due to a stronger euro.

At sales levels in our current outlook for 2026, a 5% movement on the euro would impact our annual sales by approximately $115.

A 5% change on the Indian rupee or Brazilian real rates would impact our annual sales in each of those countries by approximately $25.

A 5% change on the Chinese renminbi rate would impact our annual sales by approximately $15.

At our current sales outlook for 2026, we expect full year 2026 adjusted EBITDA to approximate $750 to $850.

Adjusted EBITDA margin is expected to be 10.6% at the midpoint of our guidance range, a 250 basis-point improvement over 2025, reflecting the impact of significant cost savings actions, improved operational performance and favorable product mix, partially offset by the impact of lower end-market demand and net material cost recoveries.

We expect to generate free cash flow of $300 at the midpoint of our guidance range reflecting the benefit of higher year-over-year adjusted EBITDA and lower income tax and interest payments, partially offset by higher capital spending.

Among our operational and strategic initiatives is continued focus on and investment in product technology – delivering products and technology that are key to bringing solutions to issues of paramount importance to our customers.

Our success on this front is measured, in part, by our sales backlog – net new business awarded that will be launching over the next three years, adding to our base annual sales.

This backlog excludes replacement business and represents incremental sales associated with new programs for which we have received formal customer awards.

At March 31, 2026, our sales backlog of net new business for the 2026 through 2028 period was $950.

We expect to realize $200 of our sales backlog in 2026, with incremental sales backlog of $300 and $450 being realized in 2027 and 2028, respectively.

Summary Consolidated Results of Operations (First Quarter, 2026 versus 2025)

Three Months Ended March 31,

% of Net Sales

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Restructuring charges, net

Loss on disposal group previously held for sale

Other income (expense), net

Earnings (loss) from continuing operations before interest and income taxes

Earnings from continuing operations before interest and income taxes

Loss on extinguishment of debt

Interest income

Interest expense

Income (loss) from continuing operations before income taxes

Income tax benefit

Loss from continuing operations before income taxes

Income tax expense (benefit)

Equity in earnings of affiliates

Net income (loss) from continuing operations

Net loss from continuing operations

Net income from discontinued operations

3 unchanged sentences

Three Months Ended

September 30,

Amount of Change Due To

4 unchanged sentences

South America

Sales in the third quarter of 2025 were $20 higher than 2024.

Stronger international currencies increased sales by $21, principally due to a stronger euro, Thai baht and Brazilian real, partially offset by a weaker India rupee.

The organic sales decrease of $1 primarily resulted from lower medium/heavy-truck production volumes in North America and South America and lower electric-vehicle product orders in Europe and Asia Pacific, partially offset by higher full-frame light-truck production volumes in North America and the conversion of sales backlog.

Sales in the first quarter of 2026 were $87 higher than 2025.

Stronger international currencies increased sales by $64, principally due to a stronger euro, Brazilian real, South African rand and Thai baht, partially offset by a weaker India rupee.

The organic sales increase of $23 primarily resulted from pricing actions and recoveries, including material commodity and tariff and inflationary costs adjustments, and the conversion of sales backlog, partially offset by lower medium/heavy-truck production volumes in North America and lower electric-vehicle product orders in Europe and Asia Pacific.

Pricing actions and recoveries, including material commodity and tariff and inflationary cost adjustments, increased sales by $56.

The North America organic sales increase of 6% was driven principally by higher full-frame light-truck production volumes, the conversion of sales backlog and net customer pricing and tariff and cost recovery actions, partially offset by lower medium- and heavy-truck production volumes.

Third quarter 2025 full-frame light-truck production was up 6%, while Class 8 and Classes 5-7 production were down 28% and 23%, respectively.

Excluding currency effects, sales in Europe were down 6% compared to 2024, reflecting lower electric-vehicle product orders.

Excluding currency effects, sales in South America were down 7% compared to 2024, reflecting lower medium/heavy-truck production.

Excluding currency effects, sales in Asia Pacific decreased 15% reflecting lower electric vehicle-related product orders.

Cost of sales and gross margin — Cost of sales for the third quarter of 2025 decreased $24 when compared to 2024.

The North America organic sales increase of 3% was driven principally by net customer pricing and tariff and cost recovery actions and the conversion of sales backlog, partially offset by lower medium- and heavy-truck production volumes.

First quarter 2026 Class 8 and Classes 5-7 production were down 25% and 20%, respectively.

Excluding currency effects, sales in Europe were up 1% compared to 2025, reflecting a modest improvement in year-over-year first quarter medium/heavy-truck production volumes.

Excluding currency effects, sales in South America were down 4% compared to 2025, reflecting lower year-over-year medium/heavy-truck product sales.

Excluding currency effects, sales in Asia Pacific decreased 3% reflecting lower electric vehicle-related product orders, partially offset by a modest improvement in year-over-year first quarter medium/heavy-truck production volumes.

Cost of sales and gross margin — Cost of sales for the first quarter of 2026 increased $36 when compared to 2025.

Cost of sales as a percent of sales was 240 basis points lower than in the previous year.

Incremental margins from cost reduction initiatives of $66, higher material cost savings of $25, operational efficiencies of $10, lower premium freight costs of $6 and lower warranty expense of $3 were partially offset by unfavorable product mix, tariff-related impacts of $50, non-material inflation of $32, commodity cost increases of $7 and higher incentive compensation expense of $2.

Incremental margins from cost reduction initiatives of $33, higher material cost savings of $23, operational efficiencies of $14, lower premium freight costs of $10, lower program launch costs of $1 and favorable product mix were partially offset by tariff-related impacts of $50, non-material inflation of $24, commodity cost increases of $8, higher spending on electrification initiatives of $6 and higher warranty expense of $2.

Commodity costs are primarily driven by certain grades of steel and aluminum.

Non-material inflation includes higher labor, energy and transportation rates.

Gross margin of $166 for the third quarter of 2025 increased $44 from 2024.

Gross margin as a percent of sales was 8.7% in the third quarter of 2025, 230 basis points higher than in 2024.

Gross margin of $169 for the first quarter of 2026 increased $51 from 2025.

Gross margin as a percent of sales was 9.0% in the first quarter of 2026, 240 basis points higher than in 2025.

The improvement in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above.

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The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries.

Selling, general and administrative expenses (SG&A) — SG&A expenses in the third quarter of 2025 were $87 (4.5% of sales) as compared to $106 (5.6% of sales) in the third quarter of 2024.

SG&A expenses were $19 lower in the third quarter of 2025 primarily due to lower salary and employee benefit costs and lower travel and discretionary spending, resulting from global headcount and cost reduction initiatives that commenced during the fourth quarter of 2024.

Amortization of intangibles — Amortization expense was $2 in both the third quarter of 2025 and the third quarter of 2024.

See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information.

Restructuring charges, net — Net restructuring charges were $4 in the third quarter of 2025 and $20 in the third quarter of 2024.

Selling, general and administrative expenses (SG&A) — SG&A expenses in the first quarter of 2026 were $102 (5.5% of sales) as compared to $105 (5.9% of sales) in the first quarter of 2025.

SG&A expenses were $3 lower in the first quarter of 2026 primarily due to lower salary and employee benefit costs, resulting from global headcount and cost reduction initiatives that commenced during the fourth quarter of 2024.

Amortization of intangibles — Amortization expense was $2 in both the first quarter of 2026 and the first quarter of 2025.

See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information.

Loss on disposal group previously held for sale — In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l.

We classified the disposal group as held for sale in the first quarter of 2024.

The transaction was not completed by the date set forth in the definitive agreement.

The disposal group is no longer held for sale.

Restructuring charges, net — Net restructuring charges were $6 in the first quarter of 2026 and $2 in the first quarter of 2025.

See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information.

1 unchanged sentence

Three Months Ended

September 30,

Non-service cost components of pension and OPEB costs

3 unchanged sentences

Gain on sale of property, plant and equipment

Other income (expense), net

Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs, and other strategic initiatives.

During the third quarter of 2024, we received a transaction break fee related to the failed sale of our European hydraulics business to HPIH S.à.r.l.

See Note 17 of our consolidated financial statements in Item 1 of Part I for additional information.

Interest income and interest expense — Interest income was $3 in the third quarter of 2025 and $5 in the third quarter of 2024.

Interest expense increased from $38 in the third quarter of 2024 to $47 in the third quarter of 2025, reflecting higher average outstanding borrowings partially offset by lower average interest rates.

Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.4% in the third quarter of 2025 and 5.7% in the third quarter of 2024.

Income tax benefit — We reported income tax benefit of $2 and $18 for the third quarter of 2025 and 2024, respectively.

Our effective tax rates were (22)% and 44% for the third quarter of 2025 and 2024, respectively.

During the third quarter of 2025, we recorded tax benefit of $27 resulting from the release of valuation allowance on certain U.S.

federal attributes and $6 of tax expense due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

During the third quarter of 2024, we recorded tax expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

Our effective income tax rates vary from the U.S.

federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries outside the U.S., different statutory tax rates outside the U.S.

and withholding taxes related to repatriations of international earnings.

The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of nondeductible expenses.

Equity in earnings of affiliates — Net earnings from equity investments was $2 in both the third quarter of 2025 and the third quarter of 2024.

Net earnings from Dongfeng Dana Axle Co., Ltd.

(DDAC) were $1 in the third quarter of 2025 and de minimis in the third quarter of 2024.

See Note 20 of our consolidated financial statements in Item 1 of Part I for additional information.

Net income from discontinued operations — Net income from discontinued operations in the third quarter of 2025 was $42 higher than the third quarter of 2024.

The year-over-year increase was primarily due to higher sales resulting from improving global construction/mining equipment and agricultural equipment markets, especially in Europe, and lower year-over-year income tax expense, partially offset by Off-Highway business divesture related costs incurred during the third quarter of 2025.

During the third quarter of 2025, $20 of Off-Highway business divesture transaction related costs were attributed to discontinued operations.

See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information.

Summary Consolidated Results of Operations (Year-to-Date, 2025 versus 2024)

Nine Months Ended September 30,

% of Net Sales

Increase/ (Decrease)

Cost of sales

Selling, general and administrative expenses

Amortization of intangibles

Restructuring charges, net

Loss on disposal group previously held for sale

Other income (expense), net

Earnings (loss) from continuing operations before interest and income taxes

Interest income

Interest expense

Loss from continuing operations before income taxes

Income tax benefit

Equity in earnings of affiliates

Net loss from continuing operations

Net income from discontinued operations

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interests net loss from continuing operations

Net income attributable to the parent company

Sales — The following table shows changes in our sales by geographic region.

Nine Months Ended

September 30,

Amount of Change Due To

Increase/ (Decrease)

Currency Effects

(Divestitures)

Organic Change

North America

South America

Sales in the first nine months of 2025 were $327 lower than 2024.

Weaker international currencies decreased sales by $3, principally due to a weaker Brazilian real, Indian rupee, Mexican peso and Canadian dollar, partially offset by a stronger euro, Thai baht and South Africa rand.

The organic sales decrease of $323, or 5%, primarily resulted from lower full-frame light-truck production volumes in North America and lower medium/heavy-truck production volumes in North America, South America and Europe, partially offset by the conversion of sales backlog.

Pricing actions and recoveries, including material commodity price and tariff and inflationary costs adjustments, increased sales by $142.

The North America organic sales decrease of 6% was driven principally by lower full-frame light-truck and medium- and heavy-truck production volumes, partially offset by the conversion of sales backlog and net customer pricing and tariff and cost recovery actions.

First nine months 2025 full-frame light-truck production was down 2%, Class 8 production was down 21% and Classes 5-7 was down 25% compared to 2024.

Excluding currency effects, sales in Europe were down 5% compared with 2024, reflecting lower electric-vehicle product orders.

Excluding currency effects, sales in South America were down 2% compared to 2024, reflecting lower medium/heavy-duty production volumes.

Excluding currency effects, sales in Asia Pacific were down 6% compared to 2024, reflecting lower electric-vehicle related production orders, partially offset by modestly improving medium/heavy-truck production volumes.

Cost of sales and gross margin — Cost of sales for the nine months of 2025 decreased $398 when compared to 2024.

Cost of sales as a percent of sales was 160 basis points lower than in the previous year.

Incremental margins from cost reduction initiatives of $156, higher material cost savings of $68, operational efficiencies of $31, lower premium freight costs of $16 and lower warranty expense of $5 were partially offset by unfavorable product mix, tariff-related impacts of $97, non-material inflation of $89, higher spending on electrification initiatives of $4, commodity cost increases of $3 and higher incentive compensation expense of $3.

Commodity costs are primarily driven by certain grades of steel and aluminum.

Non-material inflation includes higher labor, energy and transportation rates.

Gross margin of $422 for first nine months of 2025 increased $71 from 2024.

Gross margin as a percent of sales was 7.5% in the first nine months of 2025, 160 basis points higher than in 2024.

The improvement in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above.

Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days.

The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries.

Selling, general and administrative expenses (SG&A) — SG&A expenses in the first nine months of 2025 were $291 (5.2% of sales) as compared to $328 (5.5% of sales) in the first nine months of 2024.

SG&A expenses were $37 lower in the first nine months of 2025 primarily due to lower salary and employee benefit costs and lower travel and discretionary spending, resulting from global headcount and cost reduction initiatives that commenced during the fourth quarter of 2024.

Amortization of intangibles — Amortization expense was $6 in both the first nine months of 2025 and the first nine months of 2024.

See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information.

Restructuring charges, net — Net restructuring charges were $17 in the first nine months of 2025 and $36 in the first nine months of 2024.

See Note 5 of our consolidated financial statements in Item 1 of Part I for additional information.

Loss on disposal group previously held for sale — In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l.

We classified the disposal group as held for sale in the first quarter of 2024.

The transaction was not completed by the date set forth in the definitive agreement.

The disposal group is no longer held for sale.

See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information.

Other income (expense), net — The following table shows the major components of other income (expense), net.

Nine Months Ended

September 30,

Non-service cost components of pension and OPEB costs

Government assistance

Foreign exchange gain (loss)

Strategic transaction expenses

Electric vehicle program termination charges

Loss on divestiture of ownership interests

Transition services income

Other income (expense), net

During the third quarter of 2024, we received a transaction break fee related to the failed sale of our European hydraulics business to HPIH S.à.r.l.

On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $8 pre-tax loss on the transaction.

During the first quarter of 2026, we recorded $56 of charges, including impairment and loss on disposition of property, plant and equipment, associated with certain electric vehicle programs that were either cancelled by the customer or that have experienced a precipitous decline in program volumes.

On January 1, 2026, we sold our Off-Highway business to Allison Transmission Holdings, Inc.

At closing, Dana entered into a transition services agreement and an engineering services agreement with Allison.

Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months.

See Note 2 for additional information.

On January 30, 2026, we sold our wholly-owned subsidiary Pi Innovo LLC, recognizing a $8 pre-tax loss on the transaction.

Loss on extinguishment of debt — The $7 loss on extinguishment of debt is comprised of the write-off of deferred financing costs associated with purchases and redemptions of certain of our senior notes and the repayment of our Term A Facility during the first quarter of 2026.

See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information.

Interest income and interest expense — Interest income was $8 in the first nine months of 2025 and $9 in the first nine months of 2024.

Interest expense increased from $117 in the first nine months of 2024 to $130 in the first nine months of 2025, reflecting higher average outstanding borrowings in 2025 being partially offset by lower average interest rates.

Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.4% in the first nine months of 2025 and 5.7% in the first nine months of 2024.

Income tax benefit — We reported income tax benefit of $2 and $13 for the first nine months of 2025 and 2024, respectively.

Our effective tax rates were 4% and 8% for the first nine months of 2025 and 2024, respectively.

During the first nine months of 2025, we recorded a tax benefit of $27 to release valuation allowance on certain U.S.

federal attributes, $19 of tax benefit due to a basis difference in a foreign subsidiary as a result of a change in tax status, $9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions, $6 of tax expense due to revisions in our assertions on unremitted earnings in foreign jurisdictions and expense of $6 resulting from the sale of Dana's ownership interest in an equity method investment.

During the first nine months of 2024, we recorded tax expense of $11 for valuation allowances related to foreign jurisdictions and expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

Interest income and interest expense — Interest income was $6 in the first quarter of 2026 and $2 in the first quarter of 2025.

Interest expense decreased from $39 in the first quarter of 2025 to $22 in the first quarter of 2026, reflecting lower average outstanding borrowings.

See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information.

Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 6.6% in the first quarter of 2026 and 5.5% in the first quarter of 2025.

Income tax benefit — We reported income tax expense of $14 and benefit of $(10) for the first quarters of 2026 and 2025, respectively.

Our effective tax rates were (350)% and 34% for the first quarters of 2026 and 2025.

During the first quarter of 2026, we recorded $12 of tax expense due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

During the first quarter of 2025, we recorded a tax benefit of $19 due to a basis difference in a foreign subsidiary as a result of a change in tax status and $9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions.

Our effective income tax rates vary from the U.S.

federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries outside the U.S., different statutory tax rates outside the U.S.

federal statutory rate of 21% due to establishment, release, and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S.

and withholding taxes related to repatriations of international earnings.

The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of nondeductible expenses.

Equity in earnings of affiliates — Net earnings from equity investments was $27 in the first nine months of 2025 and $7 in the first nine months of 2024.

The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses.

Equity in earnings of affiliates — Net earnings from equity investments was $3 in the first quarter of 2026 and $2 in the first quarter of 2025.

Net earnings from Dongfeng Dana Axle Co., Ltd.

(DDAC) were $5 in the first nine months of 2025 and $1 in the first nine months of 2024.

On April 25, 2025, we sold our ownership interest in Axles India Limited, recognizing a $19 pre-tax gain on the transaction.

(DDAC) were $2 in the first quarter of 2026 and de minimis in the first quarter of 2025.

See Note 18 of our consolidated financial statements in Item 1 of Part I for additional information.

Net income from discontinued operations — Net income from discontinued operations for the first nine months of 2025 was $10 lower than the first nine months of 2024.

The year-over-year decrease was primarily due to lower sales resulting from weaker global construction/mining equipment and agricultural equipment markets, especially in Europe, and Off-Highway business divesture related costs incurred during 2025, partially offset by lower year-over-year income tax expense.

Year-over-year construction/mining equipment and agricultural equipment production in Europe were down 8% and 5%, respectively.

During the first nine months of 2025, $54 of Off-Highway business divesture transaction related costs were attributed to discontinued operations.

Net income from discontinued operations — Net income from discontinued operations was $1,059 higher in the first quarter of 2026 compared to the first quarter of 2025.

The Off-Highway business sale transaction closed on January 1, 2026, with a preliminary $1,191 pre-tax gain being recognized in net income from discontinued operations during the first quarter of 2026.

The Off-Highway business's Mexican operations continue to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer.

See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information.

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Segment EBITDA Margin

Segment EBITDA

Segment EBITDA Margin

Volume and mix

Currency effects

Light Vehicle sales in the third quarter of 2025, exclusive of currency effects, were 5% higher than 2024 reflecting higher production volumes in North America, the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog, partially offset by lower electric-vehicle product orders in Europe and Asia Pacific.

Year-over-year North America full-frame light-truck production increased 6% and light-truck production in Asia Pacific increased 5%.

Light-truck production in Europe was flat compared with last year’s third quarter.

Light Vehicle sales in the first nine months of 2025, exclusive of divestiture and currency effects, were 4% lower than 2024 reflecting lower production volumes in North America and lower electric-vehicle product orders in Europe and Asia Pacific partially offset by the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog.

Year-over-year North America full-frame light-truck production decreased 2% in this year’s first nine months while light-truck production in Asia Pacific and Europe increased 8% and 2%, respectively.

Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $54 and $109 in this year’s third quarter and first nine months, respectively.

Light Vehicle third quarter and first nine months 2025 segment EBITDA increased $44 and $56, respectively, from the comparable periods of 2024.

The EBITDA benefit of higher sales volumes was offset by unfavorable product mix in the third quarter of 2025.

Lower sales volumes decreased year-over-year earnings by $86 (32% decremental margin) in the first nine months of 2025.

The year-over-year performance-related earnings increase in the third quarter of 2025 was driven by net customer pricing and cost and tariff recovery actions of $54, cost reduction initiatives of $35, higher material cost savings of $18, lower premium freight costs of $3 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $26.

Partially offsetting these performance-related earnings increases were higher tariff-related costs of $41, inflationary cost increases of $25, commodity cost increases of $5, higher incentive compensation expense of $1 and higher warranty expense of $1.

The year-over-year performance-related earnings increase in the first nine months of 2025 was driven by net customer pricing and cost and tariff recovery actions of $109, cost reduction initiatives of $74, higher material cost savings of $46, lower premium freight costs of $9, commodity cost decreases of $1, lower incentive compensation expense of $1 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $51.

Partially offsetting these performance-related earnings increases were higher tariff-related costs of $77, inflationary cost increases of $69, higher warranty expense of $3 and higher program launch costs of $1.

Light Vehicle sales in the first quarter of 2026, exclusive of currency effects, were 2% higher than 2025 reflecting the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog partially offset by lower global electric-vehicle product orders.

Year-over-year North America full-frame light-truck production increased 6% and light-truck production in Europe increased 5%.

Light-truck production in Asia Pacific was flat compared with last year’s first quarter.

Year-over-year light-vehicle engine production decreased in North America, Europe and Asia Pacific by 1%, 5% and 4%, respectively.

Net customer pricing and cost and tariff recovery actions increased year-over-year first quarter sales by $36.

Light Vehicle first quarter 2026 segment EBITDA increased $44 from the comparable period of 2025.

Favorable product mix and improved pricing on electric vehicle programs was partially offset by lower sales volumes.

The year-over-year performance-related earnings increase was driven by net customer pricing and cost and tariff recovery actions of $36, higher material cost savings of $14, lower premium freight costs of $8, cost reduction initiatives of $5 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $13.

Partially offsetting these performance-related earnings increases were higher tariff-related costs of $36, inflationary cost increases of $19, commodity cost increases of $6 and higher warranty expense of $3.

Commercial Vehicle

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Segment EBITDA Margin

Segment EBITDA

Segment EBITDA Margin

Volume and mix

Currency effects

Commercial Vehicle sales in the third quarter of 2025, exclusive of currency effects, were 10% lower than 2024 reflecting generally weaker global markets partially offset by the conversion of sales backlog and net customer pricing and cost and tariff recovery actions.

Year-over-year Class 8 production in North America was down 28% while Classes 5-7 was down 23% in this year’s third quarter.

Year-over-year medium/heavy-truck production in South America was down 16% while production in Europe was up 9% in this year’s third quarter.

Commercial Vehicle sales in the first nine months of 2025, exclusive of currency effects, were 9% lower than 2024, reflecting generally weaker global markets partially offset by the conversion of sales backlog and net customer pricing and cost and tariff recovery actions.

Year-over-year Class 8 production in North America was down 21% while Classes 5-7 was down 25% in this year’s first nine months.

Year-over-year medium/heavy truck production in Europe and South America were down 1% and 4%, respectively.

Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $11 and $33 in this year’s third quarter and first nine months, respectively.

Commercial Vehicle third quarter and first nine months 2025 segment EBITDA increased $6 and $22, respectively, from the comparable periods of 2025.

Lower sales volumes decreased year-over-year earnings by $16 (22% decremental margin) in the third quarter of 2025.

Lower sales volumes decreased year-over-year earnings by $58 (29% decremental margin) in the first nine months of 2025.

The year-over-year performance-related earnings increase in the third quarter of 2025 was driven by cost reduction initiatives of $17, net customer pricing and cost and tariff recovery actions of $11, higher material cost savings of $7, lower warranty expense of $4 and lower premium freight costs of $3.

Partially offsetting these performance-related earnings increases were higher tariff-related costs of $9, inflationary cost increases of $8, commodity cost increases of $2 and operational inefficiencies of $3, inclusive of lower corporate allocations resulting from cost reduction initiatives.

The year-over-year performance-related earnings increase in the first nine months of 2025 was driven by cost reduction initiatives of $38, net customer pricing and cost and tariff recovery actions of $33, higher material costs savings of $22, lower warranty expense of $8, lower premium freight costs of $7, lower program launch costs of $1 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $24.

Partially offsetting these performance-related earnings increases were inflationary cost increases of $24, higher tariff-related costs of $20, higher spending on electrification initiatives of $4, commodity cost increases of $4 and higher incentive compensation expense of $1.

Commercial Vehicle sales in the first quarter of 2026, exclusive of currency effects, were 1% lower than 2025 reflecting a weakening North American market partially offset by the conversion of sales backlog and net customer pricing and cost and tariff recovery actions.

Year-over-year Class 8 production in North America was down 25% while Classes 5-7 was down 20% in this year’s first quarter.

Year-over-year medium/heavy-truck production in Europe, South America and Asia Pacific were up 10%, 2% and 9%, respectively, this year’s first quarter.

Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $20 in this year’s first quarter.

Commercial Vehicle first quarter 2026 segment EBITDA increased $22 from the comparable period of 2025.

Lower sales volumes decreased year-over-year earnings by $4 (17% decremental margin) in the first quarter of 2026.

The year-over-year performance-related earnings increase was driven by net customer pricing and cost and tariff recovery actions of $20, higher material cost savings of $9, cost reduction initiatives of $3, lower premium freight costs of $2, lower warranty expense of $1, lower program launch costs of $1 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $13.

Partially offsetting these performance-related earnings increases were higher tariff-related costs of $14, higher spending on electrification initiatives of $6, inflationary cost increases of $4, commodity cost increases of $2 and higher incentive compensation expense of $1.

Non-GAAP Financial Measures

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Three Months Ended

Nine Months Ended

September 30,

Net income (loss) from continuing operations

Net loss from continuing operations

Equity in earnings of affiliates

Income tax benefit

Income (loss) from continuing operations before income taxes

Income tax expense (benefit)

Loss from continuing operations before income taxes

Depreciation and amortization

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Interest expense, net

Loss on extinguishment of debt

Loss on divestiture of ownership interests

Electric vehicle program termination charges

Foreign currency gain on unhedged intercompany loans

Supplier capacity charge adjustment

Loss on disposal group previously held for sale

Adjusted EBITDA

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Adjusted Free Cash Flow

We have defined adjusted free cash flow as cash provided by (used in) operating activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for Off-Highway business divestiture related activities.

We have defined adjusted free cash flow as cash provided by (used in) operating activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for purchases of leased facilities plus cash paid for Off-Highway business divestiture related activities.

We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations.

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Three Months Ended

Nine Months Ended

September 30,

Net cash provided by (used in) operating activities

Net cash used in operating activities

Purchases of property, plant and equipment - Continuing operations

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Proceeds from sale of property, plant and equipment - Continuing operations

Proceeds from sale of property, plant and equipment - Discontinued operations

Cash paid for Off-Highway business divestiture related activities

Adjusted free cash flow

The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at September 30, 2025:

The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at March 31, 2026:

Cash and cash equivalents

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Total liquidity

We had availability of $765 at September 30, 2025 under our Revolving Facility after deducting $375 of outstanding borrowings and $10 of outstanding letters of credit.

The components of our September 30, 2025 consolidated cash balance were as follows:

We had availability of $1,140 at March 31, 2026 under our Revolving Facility after deducting $10 of outstanding letters of credit.

The components of our March 31, 2026 consolidated cash balance were as follows:

Cash and cash equivalents

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Beyond these restrictions, there are practical limitations on repatriation of cash from certain subsidiaries because of the resulting tax withholdings and subsidiary by-law restrictions which could limit our ability to access cash and other assets.

At September 30, 2025, we were in compliance with the covenants of our financing agreements.

At March 31, 2026, we were in compliance with the covenants of our financing agreements.

Under the Revolving Facility and our senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types.

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There can be no assurance that we will pursue any such transactions in the future, as the pursuit of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our financing and governance documents.

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

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

The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions.

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 July 31, 2025, we amended our credit and guaranty agreement to include a $250 Term A Facility.

The Term A Facility matures at the earlier of five days after the consummation of the Off-Highway business sale or July 30, 2026.

We are required to make quarterly installments on the Term A facility on the last day of each quarter commencing on December 31, 2025 in an amount equal to 10% of the original amount borrowed adjusted for any prepayments.

On July 31, 2025, we fully drew the Term A Facility and used the proceeds to pay down outstanding borrowings on our Revolving Facility.

See Note 12 of our consolidated financial statements in Item 1 of Part I for additional information

The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on hand, (iii) borrowings from our Revolving Facility and (iv) net cash proceeds from the sale of the Off-Highway business.

The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on hand and (iii) borrowings from our Revolving Facility.

We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months.

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The following table summarizes our consolidated statement of cash flows:

Nine Months Ended

September 30,

Net cash provided by (used in) operating activities

Net cash used in investing activities

Net cash used in financing activities

Net decrease in cash, cash equivalents and restricted cash

Three Months Ended

Net cash used in operating activities

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

Operating activities — Exclusive of working capital, other cash provided by continuing operations was $118 in 2026 and $53 in 2025.

The year-over-year improvement is primarily attributable to the impact of higher year-over-year operating earnings from continuing operations.

Continuing operations working capital used cash of $252 and $418 in 2026 and 2025.

Cash of $295 and $259 was used to finance receivables in 2026 and 2025.

Cash of $18 and $71 was used to fund higher inventory levels in 2025 and 2024.

Increases in accounts payable and other net liabilities provided cash of $25 in 2025 while decreases in accounts payable and other net liabilities used cash of $36 in 2024.

Operating activities of discontinued operations generated cash of $165 and $192 in 2025 and 2024.

Investing activities — Expenditures for property, plant and equipment by continuing operations were $153 and $198 in 2025 and 2024.

The decrease in capital spending during 2025 is primarily due to lower year-over-year program launches and a continued focus on rationalizing capital investments.

On April 25, 2025, we sold our ownership interest in Axles India Limited for $43.

On June 6, 2025, we sold our ownership interest in Switch Mobility Limited for $10.

Investing activities of discontinued operations used cash of $31 and $7 in 2025 and 2024.

Financing activities — During 2025, we had net borrowings on our Revolving Facility of $375.

During 2025, we drew $250 on our Term A Facility.

During 2025, we redeemed the remaining $200 of our April 2025 Notes.

During 2024, we paid the $25 note payable due to the former owners of SME S.p.A.

Cash of $18 was provided by lower inventory levels in 2026, while cash of $176 was used to fund higher inventory levels in 2025.

Increases in accounts payable and other net liabilities provided cash of $25 and $17 in 2026 and 2025.

The Off-Highway business sale transaction closed on January 1, 2026.

The Off-Highway business's Mexican operations continue to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer.

Operating activities of discontinued operations used cash of $61 in 2026 and generated cash of $328 in 2025.

Investing activities — Expenditures for property, plant and equipment by continuing operations were $62 and $67 in 2026 and 2025, respectively.

The Off-Highway business sale transaction closed on January 1, 2026, with only the Off-Highway business's Mexican operations continuing to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer.

We received net cash proceeds of $2,563 on the sale of the Off-Highway business to Allison.

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

Investing activities of discontinued operations used cash of $8 in 2025.

Financing activities — During 2026, we had net payments on our Revolving Facility of $390 and we repaid the $225 outstanding balance on the Term A Facility.

During 2025, we had net borrowings on our Revolving Facility of $115.

During 2026, we purchased $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.

Also during 2026, we redeemed $262 of our November 2027 Notes and $258 of our June 2028 Notes.

We used cash of $13 and $15 for dividend payments to common stockholders during 2026 and 2025, respectively.

Distributions to noncontrolling interests totaled $14 in 2025 and $17 in 2024.

During 2026, we used cash of $125 to repurchase 4,424,056 common shares under our share repurchase program.

During 2025, we used cash of $14 to settle swaps associated with our April 2025 Notes.

Hydro-Québec made cash contributions to Dana TM4 of $18 in 2024.

During 2024, we received $11 from Hydro-Québec, which represents deferred purchase consideration associated with their acquisition of a 45% ownership interest in SME S.p.A.

Distributions to noncontrolling interests totaled $1 in both 2026 and 2025.

During 2026, we paid Hydro-Québec $190 to acquire their 45% mandatorily redeemable noncontrolling interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC.

Off-Balance Sheet Arrangements

There have been no material changes at September 30, 2025 in our off-balance sheet arrangements from those reported or estimated in the disclosures in Item 7 of our 2024 Form 10-K.

There have been no material changes at March 31, 2026 in our off-balance sheet arrangements from those reported or estimated in the disclosures in Item 7 of our 2025 Form 10-K.

Contractual Obligations

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See Item 7 in our 2025 Form 10-K for a description of our critical accounting estimates and Note 1 to our consolidated financial statements in Item 8 of our 2025 Form 10-K for our significant accounting policies.

There were no changes to our critical accounting estimates in the nine months ended September 30, 2025.

See Note 1 to our consolidated financial statements in this Form 10-Q for a discussion of new accounting guidance adopted during the first nine months of 2025.

There were no changes to our critical accounting estimates in the three months ended March 31, 2026.

See Note 1 to our consolidated financial statements in this Form 10-Q for a discussion of new accounting guidance adopted during the first three months of 2026.

Quantitative and Qualitative Disclosures About Market Risk

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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-Q

Item 2. Management’s Discussion and Analysis