DAN

EX-99.1

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EX-99.1

EX-99.1

Exhibit 99.1

DANA INCORPORATED

Quarterly Financial Information and Reconciliations of Non-GAAP Financial Measures

Non-GAAP

Financial Measures

Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income

(loss) from continuing operations before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits (OPEB) costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

Adjusted net income (loss) attributable to the parent company is a non-GAAP financial measure which we have defined as net income (loss) attributable to the parent company excluding net income from discontinued operations, discrete income tax items, restructuring charges, amortization expense and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income tax effects. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to net income (loss) attributable to the parent company reported by other companies. Adjusted net income (loss) attributable to the parent company is neither intended to represent nor be an alternative measure to net income (loss) attributable to the parent company reported in accordance with GAAP.

Diluted adjusted EPS is a non-GAAP financial

measure which we have defined as adjusted net income (loss) attributable to the parent company divided by adjusted diluted shares. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income (loss) attributable to the parent company. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported in accordance with GAAP.

Adjusted free cash flow is a non-GAAP financial measure which we have defined as cash provided by (used in) operating

activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for purchases of leased facilities plus cash paid for Off-Highway business divestiture related activities. We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Adjusted free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported in accordance with GAAP. Adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

The accompanying financial information provides reconciliations of adjusted EBITDA, diluted adjusted EPS and free cash flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. We have not provided a reconciliation of our adjusted EBITDA and diluted adjusted EPS outlook to the most comparable GAAP measures of net income (loss) and diluted EPS. Providing net income (loss) and diluted EPS guidance is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income (loss) and diluted EPS, including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.

DANA INCORPORATED

Consolidated Statement of Operations (Unaudited)

For the Three Months Ended March 31,

EX-99.1

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EX-99.1

EX-99.1

Exhibit 99.1

Dana Incorporated Reports Strong First-Quarter Results;

Maintains Full-Year Guidance; Announces New Business Win

First- Quarter Highlights:

•

Sales of $1.9 billion and increase of five percent over the first quarter of 2025

•

Adjusted EBITDA of $171 million; $78 million higher than first quarter of 2025

•

9.2 percent adjusted EBITDA margin; 400 basis points higher than prior year

•

Completed sale of the Off-Highway business

•

Achieved $35 million in additional cost savings

•

Repurchased 4.4 million shares, returning $125 million to shareholders

•

Announced significant new business win

MAUMEE, Ohio, April 29, 2026 – Dana Incorporated today announced its first-quarter 2026 financial results, delivering strong performance and maintaining full-year guidance.

“Dana’s long-term strategy is clear and built on actions fully within our control – improving our cost structure and executing with discipline” said R. Bruce McDonald, Chairman and Chief Executive Officer. “Our first-quarter results demonstrate our progress with meaningful margin expansion and continued momentum in new business wins. The Dana 2030 plan outlines a clear path to higher sales, structurally higher margins and increased adjusted free cash flow generation. With a best in sector balance sheet, we have continued to generate meaningful value to our shareholders through a continued commitment to disciplined capital allocation.”

Sales in the first quarter of 2026 totaled $1.87 billion, compared with $1.78 billion in the same period of 2025. The improvement was driven by customer recoveries and currency translation.

Adjusted EBITDA for the first quarter was $171 million representing a 9.2 percent margin, compared with $93 million, or 5.2 percent, for the same period in 2025. Cost-savings actions and efficiency improvements were the primary drivers of the improvement.

Operating cash flow in the first quarter of 2026 was a use of $156 million, compared with a use of $37 million in the same period of 2025. Adjusted free cash flow was a use of $195 million, compared with a use of $101 million in the first quarter of 2025.

Dana announced a new business award with Stellantis for the RAM Dakota program, expanding the company’s presence in the compact truck market. The award includes the supply of front drive units and rear axles for an all-new vehicle platform, with production expected to begin in early 2028. This win increases Dana’s three-year net new sales backlog to approximately $950 million, reinforcing continued momentum in high-quality new business.

“Dana 2030 establishes ambitious long-term targets, and our near-term focus is on translating that vision into sustained execution and performance improvement,” said Byron Foster, incoming Chief Executive Officer of Dana Incorporated. “The pace of recent new business wins demonstrates the strength of our product portfolio and reinforces Dana’s long-term growth trajectory. As macro and market conditions begin to improve, we are unlocking incremental operating leverage. At the same time our teams are executing with discipline, improving efficiency, and positioning Dana to deliver increased performance throughout the year.”

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2026 Financial Targets

Revised Guidance

Sales

$ 7.30 to $7.70 billion

Adjusted EBITDA

$ 750 to $850 million

Implied adjusted EBITDA margin

10.0% to 11.0%

Diluted Adjusted EPS

$ 2.00 to $3.00

Adjusted free cash flow

$ 250 to $350 million

Dana to Host Conference Call at 9 a.m. Wednesday, April 29

Dana will discuss its first quarter 2026 results in a conference call at 9 a.m. EDT on Wednesday, April 29. The conference call can be accessed by telephone from both domestic and international locations using the information provided below:

Conference ID: 9943139

Participant Toll-Free Dial-In Number: (800) 715-9871

Participant Toll Dial-In Number: 1 (646) 307-1963

Audio streaming and slides will be available online via a link provided on the Dana investor website: www.dana.com/investors. Phone registration will be available beginning at 8:30 a.m. EDT.

A webcast replay can be accessed via Dana’s investor website following the call.

Non-GAAP Financial Information

Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income

taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In additi

8-K

DANA Inc false 0000026780 0000026780 2026-02-18 2026-02-18

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): February 18, 2026

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))

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 Dana Incorporated today issued a news release announcing its results for the quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1. 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 item is furnished with this report.

Exhibit No.

Description

99.1

Dana Incorporated Press Release dated February 18, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL

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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: February 18, 2026

By:

/s/ Douglas H. Liedberg

Name:

Douglas H. Liedberg

Title:

Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

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