Reg FD Disclosure

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 10, 2023   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   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 7.01 Regulation FD Disclosure. 2031 Notes Offering On May 10, 2023, Dana Incorporated (“Dana”) issued a news release announcing the intention of its wholly-owned subsidiary, Dana Financing Luxembourg S.à r.l. (the “Issuer”), to offer €425 million aggregate principal amount of senior unsecured notes due 2031 (the “2031 Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “2031 Notes Offering”). The 2031 Notes will be fully and unconditionally guaranteed by Dana. Dana intends to use the net proceeds from the 2031 Notes Offering (i) to redeem $200 million of the Issuer’s outstanding 2025 Notes (as defined below), (ii) to repay $245 million of outstanding borrowings under Dana’s revolving credit facility and (iii) to pay related fees and expenses. A copy of the news release announcing the 2031 Notes Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 2025 Notes Redemption On May 10, 2023, Dana further announced that it had issued a conditional notice of partial redemption pursuant to the indenture governing the 5.750% Senior Notes due 2025 (the “2025 Notes”). Dana intends to redeem, subject to the condition described below, $200 million of the Issuer’s outstanding 2025 Notes on June 9, 2023 (the “Redemption Date”) at a redemption price equal to 100.000% of the principal amount of the 2025 Notes redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date (the “2025 Notes Redemption”). The redemption is conditioned on Dana receiving funds from the offer and sale of at least €425 million aggregate principal amount of newly issued debt securities of the Issuer (the “Financing Condition”). If the Financing Condition is not satisfied on or prior to the Redemption Date, this notice of conditional partial redemption may be rescinded by the Issuer and will be of no effect. The information in this item (including Exhibit 99.1 hereto) 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 exhibits are furnished with this report.   Exhibit No.   Description       99.1   Dana Incorporated News Release dated May 10, 2023 Announcing Dana’s 2031 Notes Offering. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)       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 10, 2023 By: /s/ Douglas H. Liedberg     Name: Douglas H. Liedberg     Title: Senior Vice President, General Counsel and Secretary           3