Statistiche di base
| LEI | KVWHW7YLZPFJM8QYNJ51 |
| CIK | 26780 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Dana Incorporated
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana In |
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| August 5, 2025 |
EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2025 Strong Second-quarter Financial Results; Raises 2025 Full-year Guidance Second Quarter Highlights Sales of $1.9 billion from continuing operations; $662 million from discontinued operations Income (loss) before taxes was $(24) million from continuing operations; $77 from discontinued operations Adjusted EBITDA of $145 million from conti |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 1, 2025 |
EXHIBIT 10.1 Execution Version AMENDMENT NO. 7 TO CREDIT AND GUARANTY AGREEMENT dated as of July 31, 2025 (this “Amendment”) among Dana Incorporated, a Delaware corporation (the “Borrower” or “Dana”), the guarantors listed on the signature pages hereto (the “Guarantors”), Citibank, N.A., as administrative agent and collateral agent (in such capacities, respectively, the “Administrative Agent” and |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 13, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 13, 2025 |
EXHIBIT 2.1 Execution Version STOCK PURCHASE AGREEMENT by and between Dana Incorporated and ALLISON TRANSMISSION HOLDINGS, INC. Dated as of June 11, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS; INTERPRETATION Section 1.1 Defined Terms 1 Section 1.2 Other Definitions 22 Article II THE SALE Section 2.1 Sale and Purchase 25 Section 2.2 Closing Purchase Price 26 Section 2.3 Closing 26 Section 2. |
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| June 11, 2025 |
EXHIBIT 99.1 IMMEDIATE Dana Incorporated Announces Agreement to Sell Off-Highway Business for $2.7 Billion; $1 Billion Capital Return Authorization n Price represents 7x the expected 2025 adjusted EBITDA of the Off-Highway business n Strengthens balance sheet through substantial debt reduction n Positions Dana with a streamlined go-to-market approach dedicated to on-highway light- and commercial-v |
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| June 11, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 11, 2025 |
Dana Incorporated Presentation dated June 12, 2025 EXHIBIT 99.2 |
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| May 30, 2025 |
Conflict Minerals Report of Dana Incorporated EX-1.01 EXHIBIT 1.01 DANA INCORPORATED Conflict Minerals Report For the Year Ended December 31, 2024 Overview Dana Incorporated (NYSE: DAN), is a U.S. based company with a history dating back to 1904. It is 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 ligh |
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| May 30, 2025 |
SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3939 Technology Drive, Maumee, Ohio 43537 (Address of principal |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana I |
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| April 30, 2025 |
As filed with the Securities and Exchange Commission on April 30, 2025 As filed with the Securities and Exchange Commission on April 30, 2025 Registration No. |
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| April 30, 2025 |
Second Amendment to Dana Incorporated 2021 Omnibus Incentive Plan. EXHIBIT 10.3 SECOND AMENDMENT TO THE DANA INCORPORATED 2021 OMNIBUS INCENTIVE PLAN The 2021 Omnibus Incentive Plan, effective April 21, 2021 (the “Effective Date”) (the “Plan”), of Dana Incorporated, a Delaware corporation (the “Company”), is hereby amended, effective as of the Amendment Effective Date (as defined below), as follows: 1. Amendment to Section 3(a)(i) of the Plan. Section 3(a)(i) of |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 30, 2025 |
Calculation of Registration Fee Table. Calculation of Filing Fee Tables S-8 DANA Inc Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, par value $0. |
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| April 30, 2025 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2025 First-quarter Financial Results in Line with Expectations; Maintained Sales and Adjusted EBITDA Guidance Ranges First Quarter Highlights • Sales of $2.4 billion • Net income attributable to Dana of $25 million, or $0.17 per share • Net income margin of 1 percent • Adjusted net income of $19 million, or $0.13 per share • Adjusted EBITDA of $188 |
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| April 30, 2025 |
EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned Directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Douglas H. Liedberg (with full power to act alone) his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and on |
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| March 14, 2025 |
March 14, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| March 14, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ D |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| February 20, 2025 |
Dana Deferred Compensation Plan. Filed with this Report. Exhibit 10.13 Dana Deferred Compensation Plan Effective: January 1, 2018 Table of Contents ARTICLE I INTRODUCTION 1.1 Introduction and Purpose ARTICLE II DEFINITIONS 2.1 Account(s) 2.2 Affiliated Company 2.3 Allocation Date 2.4 Base Compensation 2.5 Beneficiary 2.6 Board of Directors 2.7 Bonus Compensation 2.8 Change in Control 2.9 Code 2.10 Committee 2.11 Company 2.12 Corporation 2.13 Dana Organi |
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| February 20, 2025 |
Dana Savings Restoration Plan. Filed with this Report. Exhibit 10.12 Dana Savings Restoration Plan Effective: December 1, 2010 Dana Savings Restoration Plan Table of Contents ARTICLE I INTRODUCTION 1.1 Introduction and Purpose ARTICLE II DEFINITIONS 2.1 Account(s) 2.2 Affiliated Company 2.3 Benefit Distribution Date 2.4 Board of Directors 2.5 Change in Control 2.6 Code 2.7 Company 2.8 Compensation 2.9 Disability 2.10 Discretionary Employer Credit Acco |
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| February 20, 2025 |
Form of Performance Share Agreement. Filed with this Report. Exhibit 10.11 DANA INCORPORATED PERFORMANCE SHARE AWARD AGREEMENT Name: Date of Grant: Dana Stock Price at Close of Business on Date of Grant: Number of Shares: 100% vesting: Please refer to Appendix: Vesting Schedule 1. The Award and the Plan. As of the Award Date set forth in the Award Notification, Dana Incorporated (together with its successors, “Dana”) grants to you the right to earn the numb |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended: December 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana Incorp |
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| February 20, 2025 |
Form of Restricted Stock Unit Agreement. Filed with this Report. Exhibit 10.10 DANA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT Name: Date of Grant: Dana Stock Price at Close of Business on Date of Grant: Number of Restricted Stock Units ("RSUs"): 100% vesting: Please refer to Appendix: Vesting Schedule 1. The Award and the Plan. As of the Award Date set forth in the Award Notification preceding or accompanying this Restricted Stock Unit Award Agreement |
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| February 20, 2025 |
Dana Incorporated Clawback Policy. Filed with this Report. Exhibit 97 DANA INCORPORATED CLAWBACK POLICY 1. Introduction The Compensation Committee (“Committee”) of the Dana Incorporated (“Dana” or the “Company”) Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and to reinforce the Company’s pay-for-performance compens |
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| February 20, 2025 |
Exhibit 10.3 AMENDMENT TO THE DANA LIMITED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The Dana Limited Supplemental Executive Retirement Plan (hereinafter referred to as the "Plan") provides in Section 8.1 for subsequent plan amendments. Dana Limited now wishes to amend the Plan in the manner described below, in order to reflect the change in the administration of the Plan to daily valuation recordkee |
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| February 20, 2025 |
List of Consolidated Subsidiaries of Dana Incorporated. Filed with this Report. Exhibit 21 DANA INCORPORATED Consolidated Subsidiaries as of December 31, 2024* Name of Company Jurisdiction of Incorporation or Organization Ashwoods Innovations Limited United Kingdom Dana Anand Private Limited India Dana Australia (Holdings) Pty. |
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| February 20, 2025 |
Form of Restricted Stock Unit Agreement for Non-Employee Directors. Filed with this Report. Exhibit 10.9 DANA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of the date of grant set forth below (the "Date of Grant"), is made by and between Dana Incorporated (the "Company") and you. Capitalized terms not defined herein will have the meaning ascribed to them in the Dana Incorporated |
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| February 20, 2025 |
Exhibit 10.8 DANA INCORPORATED EXECUTIVE SEVERANCE PLAN INTRODUCTION Dana Incorporated, a Delaware corporation (the "Company") originally adopted this Executive Severance Plan (the "Plan"), effective as of April 22, 2013 for the benefit of certain designated employees. The Company hereby amends and restates the Plan effective January 1, 2018. Designated Employees (each a "Designated Employee") are |
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| February 20, 2025 |
Power of Attorney. Filed with this Report. Exhibit 24 POWER OF ATTORNEY Each of the undersigned directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Douglas H. |
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| February 20, 2025 |
Dana Incorporated Insider Trading Policy. Filed with this Report. Exhibit 19 Subject: Department: Approved by: Insider Trading Policy Dana Worldwide Executive Leadership Team Responsible Officer: Chief Date of Last Revision/Review: Compliance February 2025 Officer Introduction The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws by Dana Incorporated (the “Company”) and all directors, officers and employees (and members of the forgoing persons’ immediate families and households), in order to preserve the reputation and integrity of the Company, as well as that of all persons affiliated with it. |
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| February 20, 2025 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2024 Adjusted EBITDA Growth of $40 Million, Including Margin Improvement of 60 Basis Points; Announces $300 Million Annualized Total Cost-Reduction Savings Full-year Results • Sales of $10.3 billion, a decrease of $271 million compared to last year • Net loss of $57 million, compared with a net income of $38 million in 2023 • Adjusted net income of |
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| February 14, 2025 |
EX-99.2 3 subsidiaries.htm EXHIBIT B SUBSIDIARIES Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc. |
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| February 14, 2025 |
EX-99.1 2 jfa.htm EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G. In evidence thereof, |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| January 24, 2025 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Provides Business Update, Announces Preliminary Full-Year 2024 Financial Results and 2025 Guidance; Increases Expected Annualized Total Cost Reduction Savings to $300 Million MAUMEE, Ohio, Jan. 24, 2025 – Dana Incorporated (NYSE: DAN) today announced select, preliminary, unaudited financial results for the full year ended December 31, 2024, presented its fi |
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| January 23, 2025 |
EX-10.1 2 eh250581243ex1001.htm EXHIBIT 10.1 EXHIBIT 10.1 Execution Version Amendment to Director Appointment and Nomination Agreement This Amendment, dated as of January 23, 2025, (this “Amendment”) is entered into by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group), and Dana Incorporated, a Delaware cor |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| December 11, 2024 |
Dana Incorporated Appoints Nora LaFreniere to its Board of Directors EXHIBIT 99.1 Dana Incorporated Appoints Nora LaFreniere to its Board of Directors MAUMEE, Ohio, Dec. 11, 2024 – Dana Incorporated (NYSE: DAN) announced today that Nora LaFreniere has been appointed to the company’s board of directors, effective immediately. Ms. LaFreniere serves as the Executive Vice President and General Counsel of Otis Worldwide Corporation, a global, publicly traded company. In |
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| November 25, 2024 |
Offer Letter to R. Bruce McDonald, dated November 24, 2024 EXHIBIT 10.1 November 24, 2024 R. Bruce McDonald Dear Mr. McDonald: It is my pleasure to offer you the position of Chief Executive Officer (“CEO”) of Dana Incorporated and its subsidiaries (“Dana” or the “Company”), pursuant to the terms of this letter agreement (the “Offer Letter”). The terms and conditions of your employment with the Company will be as follows and shall, subject to your satisfac |
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| November 25, 2024 |
EXHIBIT 99.1 Dana Announces Leadership Transition and Actions to Accelerate Value Creation Appoints Current Dana Director R. Bruce McDonald as Chairman and CEO Announces Plan to Sell Off-Highway Business Initiates $200 Million Cost Reduction Plan Confirms 2024 Full-Year Guidance Ranges for Sales, Adjusted EBITDA and Free Cash Flow MAUMEE, Ohio, November 25, 2024 – Dana Incorporated (NYSE: DAN) tod |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| November 25, 2024 |
EXHIBIT 10.2 DANA INCORPORATED November 24, 2024 James K. Kamsickas Via e-mail Re: Retirement, Transition and Release Agreement Dear James: In consideration of and subject to the terms and conditions of this Retirement, Transition and Release Agreement (“Release and Transition Agreement”), you agree to step down from your role as Chief Executive Officer of Dana Incorporated and its subsidiaries (c |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 30, 2024 |
EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2024 Third-Quarter Financial Results, Reports Strong Third-Quarter Profit Margin Maintains Full-Year Free Cash Flow Guidance • Sales of $2.48 billion • Net income of $4 million • Adjusted EBITDA of $232 million • Adjusted EBITDA margin of 9.4 percent, a 30-basis-point improvement compared with 2023 • Full-year free cash flow guidance maintai |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Da |
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| August 26, 2024 |
Dana Incorporated Appoints Craig Price to Lead Off-Highway Business EXHIBIT 99.1 IMMEDIATE Contact: Craig Barber +1-419-699-4990 [email protected] Dana Incorporated Appoints Craig Price to Lead Off-Highway Business MAUMEE, Ohio, Aug. 26, 2024 – Dana Incorporated (NYSE: DAN) today announced the appointment of Craig Price as Senior Vice President and President of Dana’s Off-Highway (OH) Drive and Motion Systems, effective September 1. Mr. Price succeeds Jeroen D |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 19, 2024 |
DAN / Dana Incorporated / ICAHN CARL C - SC 13D/A Activist Investment SC 13D/A 1 tm2421713d7sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2)* Dana Incorporated (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 235825205 (CUSIP Number) Jesse A. Lynn, Esq. Icahn Capital LP 16690 Collins Avenue Sunny Isles Beach, FL 33160 (305) 422-4100 (Name |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 31, 2024 |
First Amendment to Dana Incorporated 2021 Omnibus Incentive Plan. Exhibit 10.2 FIRST AMENDMENT TO THE DANA INCORPORATED 2021 OMNIBUS INCENTIVE PLAN The 2021 Omnibus Incentive Plan, effective April 21, 2021 (the “Effective Date”) (the “Plan”), of Dana Incorporated, a Delaware corporation (the “Company”), is hereby amended, effective as of the Amendment Effective Date (as defined below), as follows: 1. Amendment to Section 3(a)(i) of the Plan. Section 3(a)(i) of |
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| July 31, 2024 |
Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned Directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Douglas H. Liedberg (with full power to act alone) his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and on |
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| July 31, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO THE DANA INCORPORATED 2021 OMNIBUS INCENTIVE PLAN The 2021 Omnibus Incentive Plan, effective April 21, 2021 (the “Effective Date”) (the “Plan”), of Dana Incorporated, a Delaware corporation (the “Company”), is hereby amended, effective as of the Amendment Effective Date (as defined below), as follows: 1. Amendment to Section 3(a)(i) of the Plan. Section 3(a)(i) of t |
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| July 31, 2024 |
Calculation of Registration Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) DANA INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0. |
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| July 31, 2024 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2024 Second-Quarter Financial Results with Increased Adjusted EBITDA and Adjusted EBITDA Margin, Raises Full-Year Free Cash Flow Guidance • Sales of $2.74 billion • Net income of $16 million • Adjusted EBITDA of $244 million, an increase of $1 million over last year • Adjusted EBITDA margin of 8.9 percent, a 10-basis-point improvement compared with |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana In |
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| July 31, 2024 |
As filed with the Securities and Exchange Commission on July 31, 2024 As filed with the Securities and Exchange Commission on July 31, 2024 Registration No. |
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| July 16, 2024 |
Dana Incorporated Names New Commercial Vehicle Business Unit President Exhibit 99.1 IMMEDIATE Contact: Craig Barber +1-419-699-4990 [email protected] Dana Incorporated Names New Commercial Vehicle Business Unit President MAUMEE, Ohio, July 16, 2024 – Dana Incorporated (NYSE: DAN) today announced the appointment of Brian Pour as Senior Vice President and President of Dana Commercial Vehicle Drive and Motion Systems, effective July 22. Mr. Pour succeeds Aziz Aghil |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 31, 2024 |
Conflict Minerals Report of Dana Incorporated EXHIBIT 1.01 DANA INCORPORATED Conflict Minerals Report For the Year Ended December 31, 2023 Overview Dana Incorporated (NYSE: DAN), is a U.S. based company with a history dating back to 1904. It is 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 vehicl |
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| May 31, 2024 |
SD 1 d839927dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3939 Technology Drive, Maumee, Ohio 43537 (A |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana I |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 30, 2024 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2024 First-Quarter Financial Results With Increased Sales, Adjusted EBITDA, and Free Cash Flow Raises Full-Year Free Cash Flow Guidance • Sales of $2.7 billion, an increase of $91 million • Net income of $3 million, including a $29 million charge related to the announced European hydraulics business divestiture • Adjusted EBITDA of $223 million, an |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 14, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RUL |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ D |
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| February 20, 2024 |
Exhibit 10.3 AMENDMENT TO THE DANA LIMITED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The Dana Limited Supplemental Executive Retirement Plan (hereinafter referred to as the "Plan") provides in Section 8.1 for subsequent plan amendments. Dana Limited now wishes to amend the Plan in the manner described below, in order to reflect the change in the administration of the Plan to daily valuation recordkee |
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| February 20, 2024 |
Form of Restricted Stock Unit Agreement. Filed with this Report. Exhibit 10.10 DANA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT Name: Date of Grant: Dana Stock Price at Close of Business on Date of Grant: Number of Restricted Stock Units ("RSUs"): 100% vesting: Please refer to Appendix: Vesting Schedule 1. The Award and the Plan. As of the Award Date set forth in the Award Notification preceding or accompanying this Restricted Stock Unit Award Agreement |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended: December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana Incorp |
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| February 20, 2024 |
Power of Attorney. Filed with this Report. Exhibit 24 POWER OF ATTORNEY Each of the undersigned directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Douglas H. |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| February 20, 2024 |
List of Consolidated Subsidiaries of Dana Incorporated. Filed with this Report. Exhibit 21 DANA INCORPORATED Consolidated Subsidiaries as of December 31, 2023* Name of Company Jurisdiction of Incorporation or Organization Ashwoods Innovations Limited United Kingdom Dana Anand Private Limited India Dana Australia (Holdings) Pty. |
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| February 20, 2024 |
Form of Restricted Stock Unit Agreement for Non-Employee Directors. Filed with this Report. Exhibit 10.9 DANA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of the date of grant set forth below (the "Date of Grant"), is made by and between Dana Incorporated (the "Company") and you. Capitalized terms not defined herein will have the meaning ascribed to them in the Dana Incorporated |
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| February 20, 2024 |
Dana Deferred Compensation Plan. Filed with this Report. Exhibit 10.13 Dana Deferred Compensation Plan Effective: January 1, 2018 Table of Contents ARTICLE I INTRODUCTION 1.1 Introduction and Purpose ARTICLE II DEFINITIONS 2.1 Account(s) 2.2 Affiliated Company 2.3 Allocation Date 2.4 Base Compensation 2.5 Beneficiary 2.6 Board of Directors 2.7 Bonus Compensation 2.8 Change in Control 2.9 Code 2.10 Committee 2.11 Company 2.12 Corporation 2.13 Dana Organi |
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| February 20, 2024 |
Dana Incorporated Clawback Policy. Filed with this Report. Exhibit 97 DANA INCORPORATED CLAWBACK POLICY 1. Introduction The Compensation Committee (“Committee”) of the Dana Incorporated (“Dana” or the “Company”) Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and to reinforce the Company’s pay-for-performance compens |
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| February 20, 2024 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2023 Record Sales and Profit Growth of 21 Percent, Including Margin Improvement of 110 Basis Points; Company Increases New Business Sales Backlog to Record $950 Million Full-year Results • Sales of $10.6 billion, an increase of $0.4 billion or 4 percent over last year • Net income of $38 million, compared with a net loss of $242 million in 2022 • Ad |
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| February 20, 2024 |
Dana Savings Restoration Plan. Filed with this Report. Exhibit 10.12 Dana Savings Restoration Plan Effective: December 1, 2010 Dana Savings Restoration Plan Table of Contents ARTICLE I INTRODUCTION 1.1 Introduction and Purpose ARTICLE II DEFINITIONS 2.1 Account(s) 2.2 Affiliated Company 2.3 Benefit Distribution Date 2.4 Board of Directors 2.5 Change in Control 2.6 Code 2.7 Company 2.8 Compensation 2.9 Disability 2.10 Discretionary Employer Credit Acco |
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| February 20, 2024 |
Form of Performance Share Agreement. Filed with this Report. Exhibit 10.11 DANA INCORPORATED PERFORMANCE SHARE AWARD AGREEMENT Name: Date of Grant: Dana Stock Price at Close of Business on Date of Grant: Number of Shares: 100% vesting: Please refer to Appendix: Vesting Schedule 1. The Award and the Plan. As of the Award Date set forth in the Award Notification, Dana Incorporated (together with its successors, “Dana”) grants to you the right to earn the numb |
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| February 20, 2024 |
Exhibit 10.8 DANA INCORPORATED EXECUTIVE SEVERANCE PLAN INTRODUCTION Dana Incorporated, a Delaware corporation (the "Company") originally adopted this Executive Severance Plan (the "Plan"), effective as of April 22, 2013 for the benefit of certain designated employees. The Company hereby amends and restates the Plan effective January 1, 2018. Designated Employees (each a "Designated Employee") are |
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| February 13, 2024 |
DAN / Dana Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0728-danainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Dana Inc Title of Class of Securities: Common Stock CUSIP Number: 235825205 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant |
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| February 9, 2024 |
DAN / Dana Incorporated / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Dana Inc (Name of Issuer) Common Stock (Title of Class of Securities) 235825205 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 7, 2024 |
DAN / Dana Incorporated / ICAHN CARL C - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* Dana Incorporated (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 235825205 (CUSIP Number) Jesse A. Lynn, Esq. Icahn Capital LP 16690 Collins Avenue Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Address and Telephone Number of Person A |
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| November 13, 2023 |
EX-99.1 Exhibit 99.1 Dana Incorporated Appoints Steven Miller to Board of Directors Steven Miller Replaces Brett Icahn as Icahn Capital Board Designee in Connection with Previously Announced Agreement MAUMEE, Ohio, Nov. 13, 2023 – Dana Incorporated (NYSE: DAN) today announced that Steven Miller has been appointed to the Dana Board of Directors, effective Nov. 9, 2023. Mr. Miller will replace Brett |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Da |
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| October 27, 2023 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2023 Third-quarter Financial Results, Achieves Robust Sales and Profit Growth Maintains Full-year Sales and Proft Guidance Key Highlights • Sales of $2.7 billion, an increase of $134 million or 5 percent over last year • Net income attributable to Dana of $19 million, an increase of $107 million over last year • Diluted EPS of $0.13; diluted adjuste |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| July 28, 2023 |
EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Strong 2023 Second-quarter Financial Results, Company Raises Full-year Guidance Key Highlights • Sales of $2.75 billion, an increase of $162 million or 6 percent over last year • Net income attributable to Dana of $30 million, an increase of $22 million over last year • Diluted EPS of $0.21; diluted adjusted EPS of $0.37, an increase of $0.2 |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana In |
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| July 28, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 10, 2023 |
DAN / Dana Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Dana Inc. Title of Class of Securities: Common Stock CUSIP Number: 235825205 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 24, 2023 |
EXHIBIT 4.1 Execution Version DANA FINANCING LUXEMBOURG S.À R.L., Issuer DANA INCORPORATED, Guarantor COMPUTERSHARE TRUST COMPANY, N.A., Trustee and ELAVON FINANCIAL SERVICES DAC, Paying Agent, Registrar and Transfer Agent INDENTURE 8.500% Senior Notes due 2031 Dated as of May 24, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1 |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 10, 2023 |
Dana Prices €425 Million Senior Notes Offering EXHIBIT 99.1 Dana Prices €425 Million Senior Notes Offering MAUMEE, Ohio, May 10, 2023– Dana Incorporated (NYSE: DAN) (“Dana”) today announced that its wholly-owned subsidiary, Dana Financing Luxembourg S.à r.l. (the “Issuer”), has priced its offering of €425 million aggregate principal amount of 8.500% Senior Notes due 2031 (the “2031 Notes”). The 2031 Notes will be fully and unconditionally guar |
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| May 10, 2023 |
Dana Launches €425 Million Senior Notes Offering EXHIBIT 99.1 Dana Launches €425 Million Senior Notes Offering MAUMEE, Ohio, May 10, 2023/PRNewswire/ – Dana Incorporated (NYSE: DAN) (“Dana”) today announced that its wholly-owned subsidiary, Dana Financing Luxembourg S.à r.l. (the “Issuer”), is proposing to issue €425 million aggregate principal amount of senior unsecured notes due 2031 (the “2031 Notes”) in a private offering that is exempt from |
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| April 28, 2023 |
Dana Incorporated Reports 2023 First-quarter Financial Results with Record Sales and Higher Profit EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2023 First-quarter Financial Results with Record Sales and Higher Profit Key Highlights • Sales of $2.64 billion, an increase of $164 million or 7 percent over last year • Net income attributable to Dana of $28 million, an increase of $11 million over last year • Diluted EPS of $0.19; diluted adjusted EPS of $0.25, an increase of $0.09 per s |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana I |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 16, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RUL |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ D |
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| March 16, 2023 |
EXHIBIT 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AND GUARANTY AGREEMENT dated as of March 14, 2023 (this “Amendment”) among Dana Incorporated, a Delaware corporation (“Dana”), Dana International Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 1, rue Hildegard |
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| February 21, 2023 |
Power of Attorney. Filed with this Report. Exhibit 24 POWER OF ATTORNEY Each of the undersigned directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Douglas H. |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| February 21, 2023 |
EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Record Sales for 2022; Issues Guidance for 2023, including Higher Sales, Profit, and Record Three-year Sales Backlog of $900 Million Full-year Results • Sales of $10.2 billion, an increase of $1.2 billion or 14 percent over last year • Operating cash flow of $649 million, an increase of $491 million • Free cash flow of $209 million, an incre |
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| February 21, 2023 |
List of Consolidated Subsidiaries of Dana Incorporated. Filed with this Report. Exhibit 21 DANA INCORPORATED Consolidated Subsidiaries as of December 31, 2022* Name of Company Jurisdiction of Incorporation or Organization Brevini India Private Limited India Dana Anand Private Limited India Dana Australia (Holdings) Pty. |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ☑Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended: December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana Incorpo |
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| February 10, 2023 |
DAN / Dana Holding Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dana Inc (Name of Issuer) Common Stock (Title of Class of Securities) 235825205 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 9, 2023 |
DAN / Dana Holding Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0705-danainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Dana Inc. Title of Class of Securities: Common Stock CUSIP Number: 235825205 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuan |
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| November 14, 2022 |
November 14, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| October 27, 2022 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Strong Third-quarter 2022 Financial Results with Higher Sales and Free Cash Flow, Reaffirms Full-year Financial Targets Key Highlights ? Sales of $2.54 billion, an increase of $331 million ? Net loss attributable to Dana of $88 million; includes a non-cash goodwill impairment charge ? Diluted EPS of $(0.61); diluted adjusted EPS of $0.24 ? Adjusted |
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| October 27, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Da |
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| October 13, 2022 |
October 13, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| September 15, 2022 |
September 15, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| September 2, 2022 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 September 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 3, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 3, 2022 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Second-quarter 2022 Financial Results, Generates Strong Free Cash Flow and Maintains Sales Guidance Key Highlights ? Sales of $2.59 billion, an increase of $381 million ? Net income attributable to Dana of $8 million ? Diluted EPS of $0.06 ? Adjusted EBITDA of $162 million ? Diluted adjusted EPS of $0.08 ? Free cash flow of $167 million, an increase |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana In |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana I |
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| April 27, 2022 |
Dana Incorporated Reports 2022 First-quarter Financial Results Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2022 First-quarter Financial Results Key Highlights ? Sales of $2.48 billion, an increase of $217 million ? Net income attributable to Dana of $17 million ? Diluted EPS of $0.12 ? Adjusted net income attributable to Dana of $23 million ? Adjusted EBITDA of $170 million ? Diluted adjusted EPS of $0.16 ? Repurchased approximately 1.5 million shares of |
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| April 27, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 26, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 10, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTE |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defin |
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| February 23, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| February 23, 2022 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2021 Financial Results, Issues Guidance for 2022 Company Announces Strong Three-year Sales Backlog of $800 Million, Half from Electrified-vehicle Programs Full-year Results ? Sales of $8.9 billion, an increase of $1.8 billion ? Net income attributable to Dana of $197 million, an increase of $228 million ? Diluted EPS of $1.35, an increase of $1.56 ? |
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| February 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ?Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended: December 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana Incorpo |
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| February 23, 2022 |
List of Consolidated Subsidiaries of Dana Incorporated. Filed with this Report. Exhibit 21 DANA INCORPORATED Consolidated Subsidiaries as of December 31, 2021* Name of Company Jurisdiction of Incorporation or Organization Allied Transmissions (S. |
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| February 23, 2022 |
Power of Attorney. Filed with this Report. Exhibit 24 POWER OF ATTORNEY Each of the undersigned directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the ?Corporation?), hereby constitutes and appoints Douglas H. |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| February 9, 2022 |
DAN / Dana Holding Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Dana Inc. Title of Class of Securities: Common Stock CUSIP Number: 235825205 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d- |
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| February 8, 2022 |
DAN / Dana Holding Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Dana Inc (Name of Issuer) Common Stock (Title of Class of Securities) 235825205 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| January 7, 2022 |
EXHIBIT 99.1 Dana Incorporated Announces Two Appointments to Board of Directors; Reaches Agreement with Icahn Capital MAUMEE, Ohio, Jan. 7, 2022 ? Dana Incorporated (NYSE: DAN) today announced that it has entered into an agreement with Icahn Capital, whereby Brett Icahn and Gary Hu, both of whom are portfolio managers at Icahn Capital, will join the Dana Board of Directors, effective immediately a |
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| January 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 7, 2022 |
EXHIBIT 10.1 DIRECTOR APPOINTMENT AND NOMINATION AGREEMENT This Director Appointment and Nomination Agreement, dated as of January 7, 2022 (this ?Agreement?), is by and among the persons and entities listed on Schedule A (collectively, the ?Icahn Group?, and each individually a ?member? of the Icahn Group) and Dana Incorporated (the ?Company?). In consideration of and reliance upon the mutual cove |
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| January 7, 2022 |
DAN / Dana Holding Corp. / ICAHN CARL C - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Dana Incorporated (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 235825205 (CUSIP Number) Jesse A. Lynn, Esq. Chief Operating Officer Icahn Capital LP 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Address and Te |
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| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File No. |
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| January 4, 2022 |
Dana Incorporated Appoints Ernesto M. Hernández to its Board of Directors EX-99.1 2 d186974dex991.htm EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Appoints Ernesto M. Hernández to its Board of Directors MAUMEE, Ohio, Jan. 4, 2021 – Dana Incorporated (NYSE: DAN) announced today that Ernesto M. Hernández has been appointed to the company’s board of directors, effective immediately. Mr. Hernández is a veteran mobility-industry executive with extensive knowledge of prod |
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| December 1, 2021 |
Dana Incorporated Names New Chief Financial Officer Exhibit 99.1 IMMEDIATE Dana Incorporated Names New Chief Financial Officer MAUMEE, Ohio, Dec. 1, 2021 ? Dana Incorporated (NYSE: DAN) today announced the appointment of Dana veteran Timothy R. Kraus as senior vice president and chief financial officer. Mr. Kraus succeeds Jonathan Collins, who will be leaving Dana to become CFO of Clarivate plc (NYSE: CLVT), a world-leading information and analytic |
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| December 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File No |
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| November 24, 2021 |
Exhibit 4.1 Execution Version DANA INCORPORATED, Issuer and COMPUTERSHARE TRUST COMPANY, N.A., Trustee NINTH SUPPLEMENTAL INDENTURE 4.500% Senior Notes Due 2032 Dated as of November 24, 2021 CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 312(a) 2.05 (b) N.A. (c) N.A. 313(a) 7.06 (b)(1) |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| November 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| November 17, 2021 |
Exhibit 1.1 Dana Incorporated 4.500% Senior Notes due 2032 Underwriting Agreement New York, New York November 15, 2021 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Dana Incorporated, a corporation organized under the laws of the State of Delaware (the ?Company?), pr |
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| November 16, 2021 |
Dana Incorporated $350,000,000 aggregate principal amount of 4.500% Senior Notes due 2032 ISSUER FREE WRITING PROSPECTUS SUPPLEMENTING PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER 15, 2021 AND PROSPECTUS DATED NOVEMBER 5, 2019 Filed Pursuant to Rule 433 Registration Statement No. |
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| November 16, 2021 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.500% Senior Notes due 2032 $350,000,000 $32,445 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Table of Contents PROSPECTU |
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| November 15, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| November 15, 2021 |
Dana Prices $350 Million Senior Notes Offering Exhibit 99.1 Dana Prices $350 Million Senior Notes Offering MAUMEE, Ohio, November 15, 2021? Dana Incorporated (NYSE: DAN) (?Dana?) today announced that it has priced its offering of $350 million aggregate principal amount of 4.500% Senior Notes due 2032. The company intends to use the net proceeds from the offering, together with cash on hand, to repay $349 million in outstanding borrowings under |
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| November 15, 2021 |
Dana Launches $350 Million Senior Notes Offering Exhibit 99.1 Dana Launches $350 Million Senior Notes Offering MAUMEE, Ohio, November 15, 2021? Dana Incorporated (NYSE: DAN) (?Dana?) today announced that it is commencing, subject to market conditions, a registered offering of $350 million aggregate principal amount of senior unsecured notes due 2032. The company intends to use the net proceeds from the offering, together with cash on hand, to re |
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| November 15, 2021 |
Subject to Completion, dated November 15, 2021 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not pe |
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| November 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Da |
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| October 26, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 26, 2021 |
Dana Incorporated Reports 2021 Third-quarter Financial Results Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2021 Third-quarter Financial Results Key Highlights ? Sales of $2.2 billion ? Net income attributable to Dana of $48 million ? Diluted EPS of $0.33 ? Adjusted EBITDA of $210 million ? Diluted adjusted EPS of $0.41 ? Hosted Capital Markets Day focused on electrification technology ? Announced over a dozen significant new EV program wins MAUMEE, Ohio, |
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| October 25, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File No |
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| October 25, 2021 |
Exhibit 99.1 IMMEDIATE Contact: Jeff Cole +1-419-887-3535 [email protected] Dana Announces Termination of Agreement to Acquire Portion of Light-Vehicle Thermal Business from Modine Manufacturing Company MAUMEE, Ohio, Oct. 25, 2021 ? Dana Incorporated (NYSE: DAN) announced today a mutual agreement with Modine Manufacturing Company (NYSE: MOD) to terminate Dana?s agreement to acquire a portion of M |
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| September 28, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| September 28, 2021 |
Exhibit 99.1 Electrification Delivered.TM Capital Markets Day September 28, 2021 People Finding A Better Way? Safe Harbor Statement Certain statements and projections contained in this presentation are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates, and p |
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| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 5, 2021 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Robust 2021 Second-quarter Financial Results; Reiterates Full-year Guidance Ranges Driven by Strong Demand Key Highlights ? Sales of $2.2 billion, an increase of $1.1 billion ? Net income attributable to Dana of $53 million, an increase of $227 million ? Diluted EPS of $0.36, an increase of $1.56 ? Adjusted EBITDA of $233 million, an increase of $23 |
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| August 5, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana In |
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| July 30, 2021 |
As filed with the Securities and Exchange Commission on July 30, 2021 As filed with the Securities and Exchange Commission on July 30, 2021 Registration No. |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 28, 2021 |
Dana Incorporated Announces Leadership Change for its Light Vehicle Drive Systems Business Exhibit 99.1 IMMEDIATE Dana Incorporated Announces Leadership Change for its Light Vehicle Drive Systems Business MAUMEE, Ohio, June 28, 2021 ? Dana Incorporated (NYSE: DAN) today announced a leadership change for its Light Vehicle Drive Systems business. Industry veteran Byron Foster, who most recently served as Dana?s senior vice president and chief commercial, marketing, and communications offi |
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| June 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File No.) ( |
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| May 28, 2021 |
Exhibit 4.1 EXECUTION VERSION DANA FINANCING LUXEMBOURG S.? R.L., Issuer DANA INCORPORATED, Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee and ELAVON FINANCIAL SERVICES DAC, Paying Agent, Registrar and Transfer Agent INDENTURE 3.000% Senior Notes due 2029 Dated as of May 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECT |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 14, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 14, 2021 |
Dana Prices €325 Million Senior Notes Offering Exhibit 99.1 Dana Prices ?325 Million Senior Notes Offering MAUMEE, Ohio, May 14, 2021? Dana Incorporated (NYSE: DAN) (?Dana?) today announced that its wholly-owned subsidiary, Dana Financing Luxembourg S.? r.l., has priced its offering of ?325 million aggregate principal amount of 3.000% Senior Notes due 2029 (the ?2029 Notes?). The 2029 Notes will be fully and unconditionally guaranteed by Dana. |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 13, 2021 |
Exhibit 4.1 Execution Version DANA INCORPORATED, Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee SEVENTH SUPPLEMENTAL INDENTURE 4.250% Senior Notes Due 2030 Dated as of May 13, 2021 CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 312(a) 2.05 (b) N.A. (c) N.A. 313(a) 7.06 (b)(1 |
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| May 13, 2021 |
Exhibit 4.2 Execution Version EIGHTH SUPPLEMENTAL INDENTURE EIGHTH SUPPLEMENTAL INDENTURE (this ?Eighth Supplemental Indenture?), dated as of May 13, 2021, by and between Dana Incorporated, a Delaware corporation (the ?Company?), and Wells Fargo Bank, National Association, not in its individual capacity, but solely as trustee under the Indenture referred to below (the ?Trustee?). W I T N E S S E T |
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| May 13, 2021 |
Dana Announces Early Results of Tender Offer and Consent Solicitation for 2024 Notes Exhibit 99.1 Dana Announces Early Results of Tender Offer and Consent Solicitation for 2024 Notes MAUMEE, Ohio, May 13, 2021/PRNewswire/ ? Dana Incorporated (NYSE: DAN) (?Dana?) today announced that as of 5:00 p.m., New York City time, on May 12, 2021 (the ?Early Tender Time?), holders of approximately $254 million aggregate principal amount, or approximately 60% of the outstanding principal amoun |
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| May 11, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 11, 2021 |
Dana Launches €325 Million Senior Notes Offering Exhibit 99.1 Dana Launches ?325 Million Senior Notes Offering MAUMEE, Ohio, May 11, 2021/PRNewswire/ ? Dana Incorporated (NYSE: DAN) (?Dana?) today announced that its wholly-owned subsidiary, Dana Financing Luxembourg S.? r.l., is proposing to issue ?325 million aggregate principal amount of senior unsecured notes due 2029 (the ?2029 Notes?) in a private offering that is exempt from the registrati |
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| May 5, 2021 |
Exhibit 1.1 EXECUTION VERSION Dana Incorporated 4.250% Senior Notes due 2030 Underwriting Agreement New York, New York April 29, 2021 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Dana Incorporated, a corporation organized under the laws of the State of Delaware (the |
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| May 5, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 30, 2021 |
ISSUER FREE WRITING PROSPECTUS SUPPLEMENTING PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 29, 2021 AND PROSPECTUS DATED NOVEMBER 5, 2019 Filed Pursuant to Rule 433 Registration Statement No. |
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| April 30, 2021 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.250% Senior Notes due 2030 $400,000,000 $43,640 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Table of Contents PROSPECTU |
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| April 30, 2021 |
Dana Prices $400 Million Senior Notes Offering EX-99.1 Exhibit 99.1 Dana Prices $400 Million Senior Notes Offering MAUMEE, Ohio, April 29, 2021– Dana Incorporated (NYSE: DAN) (“Dana”) today announced that it has priced its offering of $400 million aggregate principal amount of 4.250% Senior Notes due 2030. The company intends to allocate the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or futu |
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| April 30, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 29, 2021 |
SUBJECT TO COMPLETION, DATED APRIL 29, 2021 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not pe |
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| April 29, 2021 |
Dana Launches $400 Million Senior Notes Offering Exhibit 99.2 Dana Launches $400 Million Senior Notes Offering MAUMEE, Ohio, April 29, 2021? Dana Incorporated (NYSE: DAN) (?Dana?) today announced that it is commencing, subject to market conditions, a registered offering of $400 million aggregate principal amount of senior unsecured notes due 2030. The company intends to allocate the net proceeds from the offering to finance or refinance, in whol |
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| April 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 29, 2021 |
Dana Incorporated Announces Tender Offer and Consent Solicitation for 2024 Notes Exhibit 99.1 Dana Incorporated Announces Tender Offer and Consent Solicitation for 2024 Notes MAUMEE, Ohio, April 29, 2021 ? Dana Incorporated (NYSE: DAN) (?Dana?) today announced the commencement of a cash tender offer (the ?Offer?) to purchase any and all of the outstanding $425 million aggregate principal amount of its 5.500% Senior Notes due 2024 (CUSIP No. 235825AE6) (the ?Notes?), upon the t |
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| April 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana I |
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| April 28, 2021 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Strong 2021 First-quarter Financial Results; Including Higher Sales; Raises Full-year Guidance Key Highlights ? Sales of $2.3 billion, an increase of $337 million ? Net income attributable to Dana of $71 million, an increase of $13 million ? Diluted EPS of $0.48, an increase of $0.08 ? Adjusted net income attributable to Dana of $97 million, an incr |
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| April 28, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 22, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 29, 2021 |
Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 3 TO SECURITY AGREEMENT dated as of March 25, 2021 (this ?Amendment?) among Dana Incorporated, a Delaware corporation (?Dana? or the ?Term Loan Borrower?), Dana International Luxembourg S.? r.l., a private limited liability company (soci?t? ? responsabilit? limit?e) incorporated under the laws of the |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File No.) |
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| March 25, 2021 |
Dana Incorporated to Participate in BofA Securities Global Automotive Summit Exhibit 99.1 Dana Incorporated to Participate in BofA Securities Global Automotive Summit MAUMEE, Ohio, March 25, 2021 ? Dana Incorporated (NYSE: DAN) announced today it will participate in the virtual BofA Securities Global Automotive Summit on March 30, 2021. Beginning at 2:10 p.m. EDT, Dana?s Executive Vice President and Chief Financial Officer Jonathan Collins will provide a brief overview of |
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| March 11, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTE |
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| March 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defi |
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| February 18, 2021 |
Exhibit 99.1 IMMEDIATE Dana Incorporated Reports 2020 Financial Results, Including Strong New Business Backlog of $700 million; Issues Guidance for 2021 Full-year Results ? Sales of $7.1 billion, a decrease of $1.5 billion driven by effects of global pandemic ? Net loss attributable to Dana of $31 million; diluted EPS a loss of $0.21 ? Adjusted EBITDA of $593 million, margin of 8.3 percent of sale |
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| February 18, 2021 |
Power of Attorney. Filed with this Report. Exhibit 24 POWER OF ATTORNEY Each of the undersigned directors and/or officers of Dana Incorporated, a corporation organized under the laws of the State of Delaware (the ?Corporation?), hereby constitutes and appoints Douglas H. |
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| February 18, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| February 18, 2021 |
List of Consolidated Subsidiaries of Dana Incorporated. Filed with this Report. Exhibit 21 DANA INCORPORATED Consolidated Subsidiaries as of December 31, 2020* Name of Company Jurisdiction of Incorporation or Organization Allied Transmissions (S. |
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| February 18, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ?Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended: December 31, 2020 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana Incorpo |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dana Inc (Name of Issuer) Common Stock (Title of Class of Securities) 235825205 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Dana Inc. Title of Class of Securities: Common Stock CUSIP Number: 235825205 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d- |
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| February 4, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dana Incorporated (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 235825205 (CUSIP Number) Andrew N. Langham General Counsel Icahn Capital LP 16690 Collins Avenue, PH Sunny Isles Beach, FL 33160 (305) 422-4100 January 25, 2021 (D |
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| November 2, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| November 2, 2020 |
EX-99.1 Gabelli Funds Automotive Symposium November 2, 2020 James Kamsickas Chairman and Chief Executive Officer Jonathan Collins Executive Vice President and Chief Financial Officer Exhibit 99.1 Certain statements and projections contained in this presentation are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking st |
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| November 2, 2020 |
EX-99.2 Exhibit 99.2 IMMEDIATE Contact: Jeff Cole +1-419-887-3535 [email protected] Dana to Acquire Portion of Light-Vehicle Thermal Business from Modine Manufacturing Company Transaction enhances Power Technologies business with complementary products MAUMEE, Ohio, Nov. 2, 2020 – Dana Incorporated (NYSE: DAN) announced today that it has signed a definitive agreement to purchase a portion of the |
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| October 28, 2020 |
Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File N |
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| October 28, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Da |
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| October 28, 2020 |
EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Third-quarter 2020 Financial Results; Strong Sequential Sales Increase of 85 percent Third-quarter Highlights • Sales of $2 billion; up $900 million from the second quarter as global COVID-19 impacts tempered • Net income attributable to Dana of $45 million; diluted EPS of $0.31 • Adjusted EBITDA of $201 million; margin of 10.1 percent of sa |
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| September 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File |
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| September 15, 2020 |
EX-99.1 RBC Capital Markets Global Industrials Virtual Conference September 15, 2020 Jonathan Collins Executive Vice President and Chief Financial Officer Exhibit 99.1 Certain statements and projections contained in this presentation are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our cu |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 30, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 30, 2020 |
Dana Incorporated Reports Second-quarter 2020 Financial Results EX-99.1 2 d948072dex991.htm EX-99.1 Exhibit 99.1 IMMEDIATE Dana Incorporated Reports Second-quarter 2020 Financial Results Second-quarter Highlights • Sales of $1.08 billion; year-over-year change driven by effects of global pandemic • Net loss attributable to Dana of $174 million; diluted EPS a loss of $1.20 • Near breakeven adjusted EBITDA • Diluted adjusted EPS a loss of $0.69 MAUMEE, Ohio, Jul |
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| July 30, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission File Number: 1-1063 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 26-1531856 (State of incorporation) (IRS Employer Identification Number) 3939 Technology Drive, Maumee, OH 43537 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (419) 887-3000 Common stock $0. |
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| July 28, 2020 |
Dana Incorporated Board of Directors Establishes Technology and Sustainability Committee EX-99.1 Exhibit 99.1 IMMEDIATE Contact: Jeff Cole +1-419-887-3535 [email protected] Dana Incorporated Board of Directors Establishes Technology and Sustainability Committee MAUMEE, Ohio, July 28, 2020 – Dana Incorporated announced today that its Board of Directors has established a standing Technology and Sustainability Committee focused on technological and environmental stewardship. The new Tec |
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| July 28, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 23, 2020 |
EX-1.1 Exhibit 1.1 Dana Incorporated 5.375% Senior Notes due 2027 Underwriting Agreement New York, New York June 18, 2020 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Company”), |
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| June 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 19, 2020 |
EX-1.1 Exhibit 1.1 Dana Incorporated 5.625% Senior Notes due 2028 Underwriting Agreement New York, New York June 16, 2020 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Dana Incorporated, a corporation organized under the laws of the State of Delaware (the “Company”), |
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| June 19, 2020 |
Form 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.375% Senior Notes due 2027 $100,000,000 $12,980 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Table of Content |
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| June 19, 2020 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION DANA INCORPORATED, Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee SIXTH SUPPLEMENTAL INDENTURE 5.625% Senior Notes Due 2028 Dated as of June 19, 2020 CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 312(a) 2.05 (b) N.A. (c) N.A. 313(a) 7.06 |
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| June 18, 2020 |
Form 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.625% Senior Notes Due 2028 $400,000,000 $51,920 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Table of Content |
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| June 18, 2020 |
Dana Incorporated $100.0 million aggregate principal amount of 5.375% Senior Notes due 2027 FWP ISSUER FREE WRITING PROSPECTUS SUPPLEMENTING PRELIMINARY PROSPECTUS SUPPLEMENT DATED JUNE 18, 2020 AND PROSPECTUS DATED NOVEMBER 5, 2019 Filed Pursuant to Rule 433 Registration Statement No. |
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| June 18, 2020 |
SUBJECT TO COMPLETION, DATED JUNE 18, 2020. Form 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-234507 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sal |
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| June 18, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 18, 2020 |
Dana Launches $100 Million Tack-On Senior Notes Offering EX-99.1 Exhibit 99.1 Dana Launches $100 Million Tack-On Senior Notes Offering MAUMEE, Ohio, June 18, 2020/PRNewswire/ – Dana Incorporated (NYSE: DAN) (“Dana” or the “Company”) today announced that it is commencing, subject to market conditions, a registered offering of an additional $100 million aggregate principal amount of its existing 5.375% Senior Notes due 2027. The Company intends to use the |
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| June 18, 2020 |
FWP Senior Notes Offering June 18, 2020 ISSUER FREE WRITING PROSPECTUS SUPPLEMENTING PRELIMINARY PROSPECTUS SUPPLEMENT DATED JUNE 18, 2020 AND PROSPECTUS DATED NOVEMBER 5, 2019 Filed Pursuant to Rule 433 Registration Statement No. |
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| June 18, 2020 |
Dana Prices $100 Million Tack-On Senior Notes Offering EX-99.1 Exhibit 99.1 Dana Prices $100 Million Tack-On Senior Notes Offering MAUMEE, Ohio, June 18, 2020/PRNewswire/ – Dana Incorporated (NYSE: DAN) (“Dana” or the “Company”) today announced that it has priced its previously announced offering of an additional $100 million aggregate principal amount of its existing 5.375% Senior Notes due 2027 at an issue price of 100.000%. The Company intends to u |
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| June 18, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 17, 2020 |
Dana Prices $400 Million Senior Notes Offering EX-99.1 Exhibit 99.1 Dana Prices $400 Million Senior Notes Offering MAUMEE, Ohio, June 16, 2020/PRNewswire/ – Dana Incorporated (NYSE: DAN) (“Dana” or the “Company”) today announced that it has priced its previously announced offering of $400 million aggregate principal amount of its 5.625% Senior Notes due 2028. The Company intends to use the net proceeds from the offering to partially repay its |
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| June 17, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 16, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 Dana Incorporated (Exact name of registrant as specified in its charter) Delaware 1-1063 26-1531856 (State or other jurisdiction of incorporation) (Commission File Numbe |
