Every material Form 8-K Dana Incorporated filed with the SEC in 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Dana Incorporated filing is on SEC EDGAR ↗. 8-K briefs of other companies →