Every material Form 8-K Dana Incorporated has filed with the SEC since June 17, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Dana reported third-quarter 2026 sales of $2.04 billion, up from $1.92 billion, and adjusted EBITDA of $218 million, up from $162 million. It raised its full-year 2026 sales outlook by about $50 million and kept its adjusted EBITDA, adjusted EPS and adjusted free cash flow guidance, while GAAP results from continuing operations swung to a loss that included debt-extinguishment and tax charges.
Q3 2026 sales of $2.04 billion vs. $1.92 billion in Q3 2025; adjusted EBITDA margin of 10.7% vs. 8.5%
Net loss from continuing operations of $10 million, or $0.13 per diluted share, vs. net income of $13 million, or $0.07 per diluted share, a year earlier, including a $24 million debt extinguishment loss and a $29 million foreign tax settle
Repurchased 6.6 million shares for $200 million in Q3; plans about $100 million more in Q4 2026
Eaton Mobility transaction expected to close around the end of Q1 2027; nearly all regulatory approvals obtained
Dana reported second-quarter 2026 sales of $2.01 billion, up 4 percent, and adjusted EBITDA of $207 million, up from $147 million a year earlier. The company raised its full-year 2026 sales and adjusted EBITDA outlook and restarted its share repurchase program, which had been suspended after the Eaton Mobility deal was announced.
Q2 2026 sales of $2.01 billion versus $1.94 billion in Q2 2025; adjusted EBITDA margin of 10.3 percent versus 7.6 percent
Net income from continuing operations of $11 million versus a loss of $12 million; diluted EPS from continuing operations of $0.06 versus a loss of $0.11
Full-year 2026 guidance raised: sales of $7.65 to $7.85 billion (up about $225 million) and adjusted EBITDA of $800 to $850 million (up about $25 million)
Repurchased 1.2 million shares for $44 million in Q2; plans about $200 million more in 2026; Eaton Mobility transaction still expected to close in Q1 2027
Dana entered into an amendment to its credit agreement providing a new $500.0 million senior secured delayed draw term loan, which it expects to draw in full to redeem all outstanding 8.500% Senior Notes due 2031 on or around July 31, 2026. The redemption price is 104.250% of principal plus accrued interest, so shareholders should note the refinancing cost and the new secured debt that ranks ahead of unsecured holders.
Delayed Draw Term Loan A Facility: $500.0 million, available to draw until August 1, 2026
Loan matures 364 days after borrowing; amortization of 10% per quarter starting December 31, 2026
Planned redemption of 8.500% Senior Notes due 2031 on or around July 31, 2026 at 104.250% of principal plus accrued interest
Loan is guaranteed by domestic subsidiaries and secured by a first-priority lien on substantially all assets of Dana and the guarantors
On June 10, 2026, Dana entered into definitive agreements with Eaton under which Eaton's Vehicle and eMobility businesses would be spun off as SpinCo and then merged with Dana, with Dana surviving as a wholly owned subsidiary of SpinCo, which would be renamed Dana Incorporated. Former Dana shareholders would own approximately 49.9% of SpinCo on a fully diluted basis, and the deal requires a Dana shareholder vote and regulatory clearances before closing.
Former Eaton shareholders would own at least 50.1% and former Dana shareholders about 49.9% of SpinCo on a fully diluted basis.
SpinCo would make a cash payment of approximately $1.1 billion to Eaton Ohio before the distribution, subject to adjustments.
Goldman Sachs Bank USA committed to provide $2.6 billion of 364-day bridge financing to Dana and SpinCo, to be replaced with permanent financing.
Closing requires approval by holders of a majority of Dana common stock and certain U.S. and international regulatory clearances.
Dana reported first-quarter 2026 results in an 8-K furnished with Exhibit 99.1. Net sales rose to $1,868 million from $1,781 million, and adjusted EBITDA rose to $171 million from $93 million. Reported net income attributable to the parent company was $1,087 million, or $9.89 per diluted share, driven mainly by $1,106 million of income from discontinued operations, while the net loss from continuing operations narrowed to $15 million.
Net sales of $1,868 million for the three months ended March 31, 2026, versus $1,781 million a year earlier
Adjusted EBITDA of $171 million versus $93 million; Light Vehicle $112 million and Commercial Vehicle $63 million
Diluted adjusted EPS of $0.14 versus a loss of $0.27; GAAP diluted EPS of $9.89 versus $0.17, including $1,106 million from discontinued operations
Adjusted free cash flow was negative $195 million, compared with negative $101 million a year earlier
Dana reported first-quarter 2026 sales of $1.87 billion, up from $1.78 billion a year earlier, and adjusted EBITDA of $171 million, up from $93 million, with the margin rising to 9.2% from 5.2%. The company maintained its full-year 2026 guidance and said it won a new Stellantis program, but operating cash flow and adjusted free cash flow were both negative and worse than a year earlier.
Q1 2026 sales of $1.87 billion vs. $1.78 billion in Q1 2025, driven by customer recoveries and currency translation
Adjusted EBITDA of $171 million, a 9.2% margin, vs. $93 million and 5.2% in Q1 2025; cost savings were the primary driver
Operating cash flow was a use of $156 million and adjusted free cash flow a use of $195 million, vs. uses of $37 million and $101 million a year earlier
Full-year 2026 guidance: sales $7.30 to $7.70 billion, adjusted EBITDA $750 to $850 million, diluted adjusted EPS $2.00 to $3.00, adjusted free cash flow $250 to $350 million
Dana reported full-year 2025 sales of $7.5 billion, down from $7.7 billion in 2024, while adjusted EBITDA rose to $610 million from $395 million on cost savings. The company confirmed its 2026 outlook and increased its capital return authorization from $1 billion to $2 billion, which matters to shareholders because it expands the company's planned share repurchases.
Full-year 2025 sales were $7.5 billion, compared with $7.7 billion in 2024; adjusted EBITDA margin was 8.1%, compared with 5.1%.
Adjusted free cash flow for 2025 was $331 million, compared with $81 million in 2024.
2026 preliminary guidance: sales of $7.30 to $7.70 billion, adjusted EBITDA of $750 to $850 million, and diluted adjusted EPS of $2.00 to $3.00.
Capital return authorization increased from $1 billion to $2 billion; the company will host a Capital Markets Day on March 25, 2026.
Dana Incorporated said its board appointed Byron Foster, currently Senior Vice President and President of Light Vehicle Systems, as President and Chief Executive Officer effective July 1, 2026. Foster was also elected to the board effective February 11, 2026, and R. Bruce McDonald will remain CEO until that date and continue as Chairman afterward. The filing is a planned succession at the top of the company and does not report any financial results.
Byron Foster, 57, named CEO effective July 1, 2026, and joined Dana in 2021
Foster elected to the Board of Directors effective February 11, 2026
R. Bruce McDonald serves as CEO until July 1, 2026, then continues as Chairman
Foster previously held executive roles at Johnson Controls and Adient plc
On February 6, 2026, Dana's Board approved performance-vested restricted stock units for eligible participants, including named executive officers other than CEO Bruce McDonald, under the 2021 Omnibus Incentive Plan. The units vest based on pre-set stock price targets over January 1, 2026 through December 31, 2029, plus continued employment, and could pay out from zero to three times target. The grant is a compensation arrangement rather than a leadership change, so its direct effect on shareholders depends on how many shares are ultimately earned.
Board approval date: February 6, 2026
Performance period: January 1, 2026 through December 31, 2029
Payout range: zero to three times target, based on stock price targets and continued employment
Shares settle in two equal installments in early 2030 and early 2031; award form filed as Exhibit 10.1
Dana Incorporated completed the sale of its Off-Highway business to Allison Transmission Holdings, Inc. on January 1, 2026, for $2.732 billion in cash, subject to certain adjustments. Dana says the deal will allow it to reduce debt by about $2 billion and return $1 billion to shareholders through 2027, including about $650 million already returned, which matters to shareholders because it changes the company's debt level and capital return plans.
Sale closed January 1, 2026, for $2.732 billion in cash, subject to adjustments.
Buyer is Allison Transmission Holdings, Inc. (NYSE: ALSN); Dana says the deal is valued at 7.5 times the business's expected 2025 adjusted EBITDA.
Dana plans to reduce debt by about $2 billion to reach target net leverage of 1x over the business cycle.
Dana plans to return $1 billion to shareholders through 2027, with about $650 million already returned; the target is $50 million above the prior target.
Dana reported third-quarter 2025 sales of $1.92 billion from continuing operations, up from $1.90 billion a year earlier, and net income of $13 million compared with a net loss of $21 million. The company raised its full-year profit guidance, citing accelerated cost savings, and said the Off-Highway divestiture remains on track to close in late 2025.
Q3 adjusted EBITDA was $162 million, or 8.5 percent of sales, compared with $111 million, or 5.9 percent, a year earlier
Full-year 2025 adjusted EBITDA guidance for continuing operations is $570 million to $610 million; sales guidance is $7.3 billion to $7.5 billion
Dana repurchased $189 million of shares in Q3 and expects to repurchase $155 million more in Q4, bringing the 2025 total to $600 million
Cost savings were $73 million in Q3 and $183 million year to date, with $235 million expected for 2025
Dana Incorporated appointed Hanna Olivia Nelligan to its board of directors on October 22, 2025, effective immediately, and announced the appointment in a press release dated October 23, 2025. Ms. Nelligan is executive vice president, chief financial officer, and chief strategy officer of CHS Inc., and she will sit on the board's Audit and Compensation Committees. The filing describes this as a board addition with no reported financial results or guidance changes.
Board appointment made October 22, 2025, effective immediately
Ms. Nelligan is EVP, CFO, and chief strategy officer of CHS Inc., a global agribusiness
She will serve on the Audit Committee and the Compensation Committee
She will receive the same compensation as Dana's other non-employee directors
Dana's Chairman and CEO R. Bruce McDonald has signed an amended employment agreement that extends his role as CEO month to month until a successor starts, after which he would become Non-Executive Chairman. The board says the successor search will accelerate in early 2026, and the Off Highway divestiture is expected to close late in the fourth quarter of 2025.
Agreement signed September 29, 2025; base salary remains $1,300,000 while he serves as CEO
Target equity grants total $9,900,000 in restricted stock units, with $4,125,000 granted at the agreement's effective date
Eligible for a cash transition bonus of up to $500,000, based on finding and transitioning a successor by the April 2026 annual meeting
Dana reported second-quarter 2025 continuing-operations sales of $1.95 billion, down from $2.05 billion, while adjusted EBITDA rose to $145 million from $110 million and the pre-tax loss narrowed to $24 million from $53 million. The company raised its full-year 2025 guidance for continuing operations and announced a definitive agreement to sell its Off-Highway business for a $2.7 billion purchase price. For shareholders, the filing also describes a $1 billion capital return authorization and about $600 million of planned 2025 returns.
Q2 2025 sales of $1.95 billion vs. $2.05 billion a year earlier; loss before tax of $24 million vs. $53 million
Full-year 2025 continuing-operations guidance: sales of $7.25 billion to $7.55 billion and adjusted EBITDA of $540 million to $610 million
Off-Highway sale: $2.7 billion purchase price, $2.4 billion net cash proceeds, expected to close late in the fourth quarter of 2025
Repurchased 14.6 million shares in Q2; $1 billion capital return authorization with about $600 million expected in 2025
Dana Incorporated entered into Amendment No. 7 to its Credit and Guaranty Agreement on July 31, 2025, adding a new $250.0 million term A facility. The facility matures at the earlier of five business days after the off-highway business divestiture closes or 364 days after the amendment takes effect, so it adds new borrowing that shareholders will need to track against the planned sale.
New 2025 term A facility: $250.0 million aggregate principal amount, added by Amendment No. 7 dated July 31, 2025
Maturity: earlier of five business days after the off-highway business divestiture closes or 364 days after the amendment takes effect
Quarterly amortization of 10% of principal starting December 31, 2025, with the balance due at maturity
Facility is guaranteed by domestic subsidiaries and secured by first-priority liens on substantially all assets of Dana and the guarantors
Dana Incorporated agreed on June 17, 2025 to repurchase 14,268,505 shares of its common stock from the Icahn Group at $17.58 per share, which the filing says is all the shares the Icahn Group owned. The Icahn Group's director appointment and nomination agreement was terminated effective the same day, and Brett M. Icahn and Christian A. Garcia resigned from Dana's board, which matters to shareholders because it ends the Icahn Group's board representation and changes the company's share count.
Dana agreed to repurchase 14,268,505 shares of common stock from the Icahn Group at $17.58 per share, under its existing share repurchase authorization.
The Board unanimously approved the repurchase, without participation of the directors designated by the Icahn Group.
The Appointment and Nomination Agreement, dated January 7, 2022 and amended January 23, 2025, was terminated effective June 17, 2025.
Brett M. Icahn and Christian A. Garcia resigned from the board effective June 17, 2025, and the filing states the resignations did not result from any disagreement with Dana.
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