DANA Inc

There have been no material changes in our risk factors disclosed in Item 1A of our 2024 Form 10-K other than as set forth below.

The sale of our Off-Highway business is subject to the satisfaction of a number of conditions, may not be completed on the currently contemplated timeline, or at all, may require significant time and attention of our management, and may not achieve the intended benefits.

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison. Completion of the sale is contingent upon certain conditions, including regulatory approvals. Failure to meet these conditions or other unanticipated developments could delay or prevent the proposed sale or cause the proposed sale to occur on terms or conditions that are less favorable than anticipated. We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the sale, or such benefits may be delayed or not occur at all. We also expect to incur significant expenses in connection with the sale. In addition, completion of the proposed sale may require significant amounts of management’s time and effort, which may divert management’s attention from other aspects of our business operations and other initiatives. We may experience negative reactions from the financial markets if we do not complete the sale in a reasonable time period. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows or the price of our common stock.