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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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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