UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 12, 2026, Dana Incorporated (the “Company”) announced the appointment of Byron Foster to the position of President and Chief Executive Officer (“CEO”) of the Company, effective July 1, 2026. The Board of Directors (the “Board”) also elected Mr. Foster to the Board, effective February 11, 2026. R. Bruce McDonald will continue to serve as CEO until Mr. Foster’s effective date and will continue to serve as Chairman of the Board thereafter.
Mr. Foster, 57, currently serves as the Company’s Senior Vice President and President, Light Vehicle Systems. He joined the Company in 2021 as Senior Vice President and Chief Commercial, Marketing, and Communications Officer and later that year assumed his current role. Mr. Foster has more than two decades of senior leadership experience, including executive roles at Johnson Controls, Inc. and Adient plc. He is a member of the board of directors of Wabtec Corporation and holds a Bachelor of Business Administration from the University of Michigan and a Master of Business Administration from Northwestern University.
| Item 7.01 | Regulation FD Disclosure. |
On February 12, 2026, the Company issued a press release announcing the leadership transition described above. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this item (including Exhibit 99.1) 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 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |||
| By: |
/s/ Douglas H. Liedberg |
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| Date: February 12, 2026 | Name: | Douglas H. Liedberg | |
| Title: | Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary | ||