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DANA Inc

For the period ended Mar 31, 2025. Filed Apr 30, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 30, 2025

DAN$23.11+7.5%Stored close · as of Nov 9, 2026

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Financing Agreements

Note11. Financing Agreements

Long-term debt at—

Interest Rate · March 31, 2025 · December 31, 2024
Senior Notes due April 15, 20255.750%*$200$200
Senior Notes due November 15, 20275.375%400400
Senior Notes due June 15, 20285.625%400400
Senior Euro Notes due July 15, 20293.000%352337
Senior Notes due September 1, 20304.250%400400
Senior Euro Notes due July 15, 20318.500%460440
Senior Notes due February 15, 20324.500%350350
Other indebtedness9995
Debt issuance costs(18)(19)
2,6432,603
Less: Current portion of long-term debt215214
Long-term debt, less debt issuance costs$2,428$2,389
*In conjunction with the issuance of the April 2025 Notes, we entered into 8-year fixed-to-fixed cross-currency swaps which have the effect of economically converting the April 2025 Notes to euro-denominated debt at a fixed rate of 3.850%. See Note 12 for additional information.

Interest on the senior notes is payable semi-annually. Other indebtedness includes borrowings from various financial institutions and finance lease obligations.

15

Senior notes activity— On* April 15, 2025,Dana retired its remaining April 2025*Notes.

Senior notes redemption provisions— We* mayredeem some or all of the senior notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to the redemption date, if redeemed during the12*-month period commencing on the anniversary date of the senior notes in the year set forth below:

Redemption Price
April · November · June · July · September · July · February
Year2025 Notes2027 Notes2028 Notes2029 Notes2030 Notes2031 Notes2032 Notes
2024100.000%100.000%101.406%101.500%
2025100.000%100.000%100.750%
2026100.000%100.000%100.000%102.125%104.250%
2027100.000%100.000%101.417%102.125%102.250%
2028100.000%100.708%100.000%101.500%
2029100.000%100.000%100.750%
2030100.000%100.000%
2031100.000%

Prior to* May 1, 2026,we mayredeem some or all of the September 2030Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

At any time prior to* July 15, 2026,we mayredeem up to40%* of the aggregate principal amount of the* July 2031Notes in an amountnot* to exceed the amount of proceeds ofone or more equity offerings, at a price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50% of the aggregate principal amount of the* July 2031Notes remain outstanding after the redemption. Prior to July 15, 2026,we mayalso redeem some or all of the July 2031Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

Prior to* February 15, 2027,we mayredeem some or all of the February 2032Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

Credit agreement — Deferred financing costs on our Revolving Facility are included in other noncurrent assets and are being amortized over the life of the Revolving Facility.

The Revolving Facility is guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and are secured by afirst-priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.

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Advances under the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or the Term Secured Overnight Financing Rate ("SOFR") (each as described in the credit agreement) plus a margin as set forth below:

Margin
Total Net Leverage RatioBase RateSOFR Rate
Less than or equal to 1.00:1.000.25%1.25%
Greater than 1.00:1.00 but less than or equal to 2.00:1.000.50%1.50%
Greater than 2.00:1.000.75%1.75%

Commitment fees are applied based on the average daily unused portion of the available amounts under the Revolving Facility as set forth below:

Total Net Leverage RatioCommitment Fee
Less than or equal to 1.00:1.000.250%
Greater than 1.00:1.00 but less than or equal to 2.00:1.000.375%
Greater than 2.00:1.000.500%

Up to $275 of the Revolving Facility* may*be applied to letters of credit, which reduces availability. We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for SOFR rate advances based on a quarterly average availability under issued and undrawn letters of credit under the Revolving Facility and a per annum fronting fee of 0.125%, payable quarterly.

At* March 31, 2025*, we had $115 of outstanding borrowings under the Revolving Facility and had utilized $10 for letters of credit. We had availability at* March 31, 2025* under the Revolving Facility of $1,025 after deducting outstanding borrowings and letters of credit.

Debt covenants — At* March 31, 2025*, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain afirst lien net leverage rationot to exceed 2.00 to1.00.

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