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~~February 216, 2026

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)

(IRS Employer
Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on which Registered

Common Stock, $.01 par value

DAN

New York Stock Exchange

Title of Each Class		TradingSymbol		Name of Each Exchange on which Registered
Common Stock, $.01 par value		DAN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Dana~~On ~~Incorporated~~February 6, 2026, the Board of Directors (the “~~Dana~~Board”) ~~previously~~of ~~announced~~Dana itIncorporated ~~will~~(the ~~host~~“Company”) approved a ~~webcast~~grant ~~and~~of ~~conference~~performance-vested ~~call~~restricted onstock ~~Wednesday,~~units ~~January 21,~~(“PSUs”) ~~2026,~~to ateligible ~~10:00~~participants, ~~a.m.~~including ~~EST.~~our ~~The~~named ~~discussion~~executive ~~will~~officers ~~cover~~(other ~~the~~than ~~company’s~~our ~~market~~Chief ~~outlook~~Executive Officer, ~~new~~Bruce ~~business~~McDonald) ~~growth,~~under ~~capital~~the ~~return~~Company’s ~~strategy,~~2021 ~~and~~Omnibus ~~preliminary~~Incentive ~~2025 results~~Plan.

~~Audio~~The ~~streaming~~PSUs ~~and~~will ~~slides~~vest, ~~will~~if beat ~~available~~all, ~~online~~based ~~via~~on a(x) the ~~link~~Company’s ~~provided~~achievement onof pre-determined stock price targets over the ~~Dana~~course ~~investor~~of ~~website~~a ~~(www.dana.com/investors).~~four-year Inperformance ~~addition~~period extending from January 1, ~~the~~2026 ~~webcast~~through ~~replay~~December 31, ~~can~~2029 beand ~~accessed~~(y) the ~~via~~award ~~Dana~~holder’s ~~investor~~continued ~~website~~employment ~~following~~through ~~the~~each ~~call~~applicable vesting date. AThe ~~copy~~actual number of PSUs earned at the ~~presentation,~~end ~~which~~of the measurement period may range from a minimum of zero to a maximum of three times target. Earned PSUs that vest (if any) will be ~~discussed~~settled ~~during~~by issuance of the ~~webcast~~Company’s ~~and~~common ~~conference~~stock ~~call~~in istwo ~~attached~~equal ~~hereto~~installments asin ~~Exhibit~~early 992030 and early 2031.1.

The ~~information~~foregoing indescription ~~this report is being “furnished” and shall not be deemed “filed” for the purposes~~ of ~~Section 18 of~~ the ~~Securities~~PSUs ~~Exchange~~does ~~Act of 1934, as amended, is~~ not ~~subject~~purport to ~~the~~be ~~liabilities~~complete ~~of that section~~ and is ~~not~~qualified ~~deemed~~in ~~incorporated~~its entirety by reference into ~~any filing under~~ the ~~Securities~~form ~~Act~~ of ~~1933,~~award ~~as amended~~agreement, orwhich ~~the~~is ~~Securities~~attached ~~Exchange~~as ~~Act~~Exhibit of10.1 ~~1934,~~to asthis ~~amended,~~Current ~~except~~Report ason ~~shall~~Form be8-K ~~expressly~~and ~~set~~incorporated ~~forth~~ by ~~specific~~ reference ~~in such a filing~~herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following item is furnished with this report.

ExhibitNo.		Description
99.1		Dana Incorporated Press Release dated January 21, 2026 and Presentation Slides
10.1		Form of PSU Award Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DANA INCORPORATED

Date: January 21, 2026

/s/ Douglas H. Liedberg

Date: February 6, 2026

/s/ Douglas H. Liedberg

Douglas H. Liedberg

Senior Vice President, ~~General~~Chief ~~Counsel~~Legal and Human Resources Officer and Corporate Secretary

and Secretary

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