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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

(d)       Exhibits. The following items are furnished with this report.

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.