Form 8-K
8-K — DANA Inc
Accession: 0001193125-26-226967
Filed: 2026-05-15
Period: 2026-05-15
CIK: 0000026780
SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d46274d8k.htm (Primary)
EX-99.1 (d46274dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d46274d8k.htm · Sequence: 1
8-K
DANA Inc false 0000026780 0000026780 2026-05-15 2026-05-15
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 15, 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))
Title of Each Class
Trading
Symbol
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. ☐
Items 2.02 and 7.01
Results of Operations and Financial Condition and Regulation FD Disclosure
On May 15, 2026, Dana Incorporated (the “Company”) today furnished supplemental information related to its financial results for the first quarter ended March 31, 2026. This information includes certain non-GAAP financial measures that were not included in the Company’s earnings release for the quarter furnished on April 29, 2026.
The information in this report is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits. The following item is furnished with this report.
Exhibit No.
Description
99.1
Dana Incorporated Non-GAAP Financial Information Q1 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL
2
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: May 15, 2026
By:
/s/ Douglas H. Liedberg
Name: Douglas H. Liedberg
Title: Senior Vice President, Chief Legal and
Human Resources Officer and Corporate Secretary
3
EX-99.1
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EX-99.1
Exhibit 99.1
DANA INCORPORATED
Quarterly Financial Information and
Reconciliations of Non-GAAP Financial Measures
Non-GAAP
Financial Measures
Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income
(loss) from continuing operations before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement
benefits (OPEB) costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in
our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition
to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should
not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Adjusted net income (loss) attributable to the parent company is a non-GAAP financial measure which we have defined as
net income (loss) attributable to the parent company excluding net income from discontinued operations, discrete income tax items, restructuring charges, amortization expense and other adjustments not related to our core operations (as used in
adjusted EBITDA), net of any associated income tax effects. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced
comparability to net income (loss) attributable to the parent company reported by other companies. Adjusted net income (loss) attributable to the parent company is neither intended to represent nor be an alternative measure to net income (loss)
attributable to the parent company reported in accordance with GAAP.
Diluted adjusted EPS is a non-GAAP financial
measure which we have defined as adjusted net income (loss) attributable to the parent company divided by adjusted diluted shares. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income
(loss) attributable to the parent company. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS
reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported in accordance with GAAP.
Adjusted free cash flow is a non-GAAP financial measure which we have defined as cash provided by (used in) operating
activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for purchases of leased facilities plus cash paid for Off-Highway business
divestiture related activities. We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Adjusted free cash flow is not intended
to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported in accordance with GAAP. Adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
The accompanying financial information provides reconciliations of adjusted EBITDA, diluted adjusted EPS and free cash flow to the most directly comparable
financial measures calculated and presented in accordance with GAAP. We have not provided a reconciliation of our adjusted EBITDA and diluted adjusted EPS outlook to the most comparable GAAP measures of net income (loss) and diluted EPS. Providing
net income (loss) and diluted EPS guidance is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net
income (loss) and diluted EPS, including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP
measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.
DANA INCORPORATED
Consolidated Statement of Operations (Unaudited)
For
the Three Months Ended March 31, 2026 and 2025
Three Months Ended
(In millions, except per share amounts)
March 31,
2026
2025
Net sales
$
1,868
$
1,781
Costs and expenses
Cost of sales
1,699
1,663
Selling, general and administrative expenses
102
105
Amortization of intangibles
2
2
Restructuring charges, net
6
2
Other income (expense), net
(40
)
(1
)
Earnings from continuing operations before interest and income taxes
19
8
Loss on extinguishment of debt
(7
)
Interest income
6
2
Interest expense
22
39
Loss from continuing operations before income taxes
(4
)
(29
)
Income tax expense (benefit)
14
(10
)
Equity in earnings of affiliates
3
2
Net loss from continuing operations
(15
)
(17
)
Net income from discontinued operations
1,106
47
Net income
1,091
30
Less: Noncontrolling interests net income from continuing operations
4
5
Net income attributable to the parent company
$
1,087
$
25
Net income (loss) per share available to common stockholders
Basic loss per share from continuing operations
$
(0.17
)
$
(0.15
)
Basic earnings per share from discontinued operations
10.06
0.32
Basic earnings per share
$
9.89
$
0.17
Diluted loss per share from continuing operations
$
(0.17
)
$
(0.15
)
Diluted earnings per share from discontinued operations
10.06
0.32
Diluted earnings per share
$
9.89
$
0.17
Weighted-average shares outstanding - Basic
109.9
145.6
Weighted-average shares outstanding - Diluted
109.9
145.6
2
DANA INCORPORATED
Consolidated Statement of Comprehensive Income (Unaudited)
For the Three Months Ended March 31, 2026 and 2025
Three Months Ended
(In millions)
March 31,
2026
2025
Net loss from continuing operations
$
(15
)
$
(17
)
Other comprehensive income (loss) from continuing operations, net of tax:
Currency translation adjustments
2
12
Hedging gains and losses
(4
)
18
Defined benefit plans
(1
)
Other comprehensive income (loss) from continuing operations
(3
)
30
Total comprehensive income (loss) from continuing operations
(18
)
13
Net income from discontinued operations
1,106
47
Other comprehensive income (loss) from discontinued operations, net of tax:
Currency translation adjustments
179
2
Other comprehensive income from discontinued operations
179
2
Total comprehensive income from discontinued operations
1,285
49
Total comprehensive income
1,267
62
Less: Comprehensive income from continuing operations attributable to noncontrolling
interests
(4
)
(5
)
Comprehensive income attributable to the parent company
$
1,263
$
57
3
DANA INCORPORATED
Consolidated Balance Sheet (Unaudited)
As of
March 31, 2026 and December 31, 2025
(In millions, except share and per share amounts)
March 31,
December 31,
2026
2025
Assets
Current assets
Cash and cash equivalents
$
477
$
469
Accounts receivable
Trade, less allowance for doubtful accounts of $12 in 2026 and $15 in 2025
1,257
987
Other
278
254
Inventories
994
1,015
Other current assets
201
114
Current assets of disposal group held for sale
32
1,029
Total current assets
3,239
3,868
Intangibles
61
71
Deferred tax assets
499
534
Other noncurrent assets
92
102
Investments in affiliates
105
102
Operating lease assets
279
305
Property, plant and equipment, net
1,783
1,872
Noncurrent assets of disposal group held for sale
20
954
Total assets
$
6,078
$
7,808
Liabilities and equity
Current liabilities
Short-term debt
$
—
$
615
Current portion of long-term debt
24
30
Accounts payable
1,228
1,154
Accrued payroll and employee benefits
224
210
Taxes on income
73
75
Current portion of operating lease liabilities
38
41
Other accrued liabilities
469
495
Current liabilities of disposal group held for sale
12
688
Total current liabilities
2,068
3,308
Long-term debt, less debt issuance costs of $9 in 2026 and $16 in 2025
1,236
2,566
Noncurrent operating lease liabilities
237
266
Pension and postretirement obligations
243
249
Other noncurrent liabilities
280
337
Noncurrent liabilities of disposal group held for sale
183
Total liabilities
4,064
6,909
Commitments and contingencies
Parent company stockholders’ equity
Preferred stock, 50,000,000 shares authorized, $0.01 par value, no shares outstanding
—
—
Common stock, 450,000,000 shares authorized, $0.01 par value, 108,830,193 and 121,284,138 shares
outstanding
1
1
Additional paid-in capital
1,554
1,671
Retained earnings
1,308
235
Treasury stock, at cost (2,507,713 and 1,944,700 shares)
(52
)
(35
)
Accumulated other comprehensive loss
(856
)
(1,032
)
Total parent company stockholders’ equity
1,955
840
Noncontrolling interests
59
59
Total equity
2,014
899
Total liabilities and equity
$
6,078
$
7,808
4
DANA INCORPORATED
Consolidated Statement of Cash Flows (Unaudited)
For
the Three Months Ended March 31, 2026 and 2025
Three Months Ended
(In millions)
March 31,
2026
2025
Operating activities
Net income
$
1,091
$
30
Less: Net income from discontinued operations
1,106
47
Net loss from continuing operations
(15
)
(17
)
Depreciation
84
82
Amortization
3
3
Amortization of deferred financings charges
(8
)
1
Earnings of affiliates, net of dividends received
(3
)
(2
)
Stock compensation expense
11
13
Deferred income taxes
11
(18
)
Pension expense, net
(5
)
(1
)
Change in working capital
(252
)
(418
)
Change in other noncurrent assets and liabilities
11
(3
)
Loss on divestiture of ownership interests
8
Noncash electric vehicle program termination charges
52
Other, net
(31
)
(5
)
Net cash used in operating activities from continuing operations
(134
)
(365
)
Net cash provided by (used in) operating activities from discontinued operations
(61
)
328
Net cash used in operating activities
(195
)
(37
)
Investing activities
Purchases of property, plant and equipment
(62
)
(67
)
Proceeds from sale of property, plant and equipment
1
11
Settlements of undesignated derivatives
(4
)
(2
)
Other, net
1
1
Net cash used in investing activities from continuing operations
(64
)
(57
)
Net cash provided by (used) in investing activities from discontinued operations
2,563
(8
)
Net cash provided by (used in) investing activities
2,499
(65
)
Financing activities
Net change in short-term debt
(615
)
121
Repayment of long-term debt
(1,330
)
(4
)
Dividends paid to common stockholders
(13
)
(15
)
Repurchases of common stock
(125
)
Distributions to noncontrolling interests
(1
)
(1
)
Payment for mandatorily redeemable noncontrolling interest
(190
)
Swap settlements
(6
)
Other, net
(18
)
Net cash provided by (used in) financing activities
(2,292
)
95
Net increase (decrease) in cash, cash equivalents and restricted cash
12
(7
)
Cash, cash equivalents and restricted cash - beginning of period
486
512
Effect of exchange rate changes on cash balances
(6
)
18
Cash, cash equivalents and restricted cash - end of period
$
492
$
523
5
DANA INCORPORATED
Reconciliation of Net Cash Used In Operating Activities to Adjusted Free Cash Flow (Unaudited)
Three Months Ended
(In millions)
March 31,
2026
2025
Net cash used in operating activities
$
(195
)
$
(37
)
Purchases of property, plant and equipment - Continuing operations
(62
)
(67
)
Purchases of property, plant and equipment - Discontinued operations
(8
)
Proceeds from sale of property, plant and equipment - Continuing operations
1
11
Cash paid for Off-Highway business divestiture related
activities
61
Adjusted free cash flow
$
(195
)
$
(101
)
6
DANA INCORPORATED
Segment Sales and Adjusted EBITDA (Unaudited)
For the
Three Months Ended March 31, 2026 and 2025
Three Months Ended
(In millions)
March 31,
2025
2024
Sales
Light Vehicle
$
1,269
$
1,213
Commercial Vehicle
599
568
Total Sales
$
1,868
$
1,781
Adjusted EBITDA
Light Vehicle
$
112
$
68
Commercial Vehicle
63
41
Corporate expense and other items, net
(4
)
(16
)
Adjusted EBITDA
$
171
$
93
7
DANA INCORPORATED
Reconciliation of Loss From Continuing Operations Before Income Taxes to Adjusted EBITDA (Unaudited)
For the Three Months Ended March 31, 2026 and 2025
Three Months Ended
(In millions)
March 31,
2026
2025
Loss from continuing operations before income taxes
$
(4
)
$
(29
)
Adjustments related to continuing operations
Loss on extinguishment of debt
7
Interest income
(6
)
(2
)
Interest expense
22
39
Depreciation
84
82
Amortization
3
3
Non-service cost components of pension and OPEB
costs
1
2
Restructuring charges, net
6
2
Stock compensation expense
11
13
Strategic transaction expenses
1
1
Gain on sale of property, plant and equipment
(1
)
Supplier capacity charge adjustment
(19
)
Loss on divestiture of ownership interests
8
Electric vehicle program termination charges
56
Foreign exchange gain on unhedged intercompany loans
(21
)
Other items
3
2
Adjusted EBITDA
$
171
$
93
8
DANA INCORPORATED
Reconciliation of Net Income Attributable to the Parent Company to Adjusted Net Income Attributable to the Parent Company and Diluted Adjusted EPS
(Unaudited)
For the Three Months Ended March 31, 2026 and 2025
(In millions, except per share amounts)
Three Months Ended
March 31,
2026
2025
Net income attributable to the parent company
$
1,087
$
25
Items impacting income before income taxes:
Amortization
3
3
Restructuring charges, net
6
2
Strategic transaction expenses
1
1
Supplier capacity commitment charge adjustment
(19
)
Loss on divestiture of ownership interests
8
Electric vehicle program termination charges
56
Loss on extinguishment of debt
7
Foreign exchange gain on unhedged intercompany loans
(21
)
Net income from discontinued operations
(1,106
)
(47
)
Items impacting income taxes:
Net income tax expense (benefit) on items above
(37
)
6
Income tax expense (benefit) attributable to various discrete tax matters
12
(10
)
Adjusted net income (loss) attributable to the parent company
$
16
$
(39
)
Diluted shares - as reported
109.9
145.6
Adjusted diluted shares
111.1
145.6
Diluted adjusted EPS
$
0.14
$
(0.27
)
9
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Document and Entity Information
May 15, 2026
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Entity Registrant Name
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Document Type
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Document Period End Date
May 15, 2026
Entity Incorporation State Country Code
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Entity File Number
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Entity Tax Identification Number
26-1531856
Entity Address, Address Line One
3939 Technology Drive
Entity Address, City or Town
Maumee
Entity Address, State or Province
OH
Entity Address, Postal Zip Code
43537
City Area Code
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Local Phone Number
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration