8-KThe WireStrategic
Results of Operations · Reg FD Disclosure
Filed Jun 11, 2025 · 1y ago · Accession 0000950142-25-001601
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): June 11, 2025
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. ☐
Items 2.02 and 7.01. Results of Operations and Financial Condition
and Regulation FD Disclosure.
On June 11, 2025, Dana Incorporated (“ Dana ”)
issued a press release announcing that (i) Dana has entered into a definitive agreement to sell its off-highway business to Allison Transmission
Holdings, Inc. and (ii) the Dana board of directors has authorized a $1 billion capital return program through 2027. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In connection
with the proposed transaction, Dana intends to present and/or distribute to certain investors a slide presentation, which is attached
to this report as Exhibit 99.2 and incorporated by reference herein (the “ Investor Presentation ”). The Investor Presentation
contains certain information about Dana’s full-year guidance as well as supplemental information regarding the proposed transaction.
Dana undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.2. The Investor Presentation
may also be used by executive management of Dana in future meetings with investors and analysts.
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 items are furnished with this report.
Exhibit No.
Description
99.1
Dana Incorporated Press Release dated June 11, 2025
99.2
Dana Incorporated Presentation dated June 12, 2025
104
Cover Page Interactive Data File (embedded within the Inline XBRL)
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: June 11, 2025
By:
/s/ Douglas H. Liedberg
Name:
Douglas H. Liedberg
Title:
Senior Vice President, General Counsel and Secretary
Filing details
- Company
- DANA Inc
- Ticker
- DAN
- CIK
- 26780
- Form type
- 8-K
- Filing date
- Jun 11, 2025
- Report date
- Jun 11, 2025
- Document
- eh250640445_8k.htm
- Size
- 3.9 MB