DANA Inc

Note2. Discontinued Operations

In* June 2025,we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. (Allison). The transaction closed on January 1, 2026,with Dana receiving gross cash proceeds of $2,664. Pursuant to the terms of the agreement, the purchase price was subject to post-closing adjustments based on net working capital and net indebtedness balances as of the closing date. Based on the final closing date net working capital and net indebtedness balances, we paid $34 to Allison during thesecond* quarter of2026.

Included in the gross cash proceeds received was $82 related to the Off-Highway business's Mexican operations which hadnot yet legally transferred to Allison. As a result, the $82 of proceeds had been deferred and included in other accrued liabilities on our consolidated balance sheet. During thethree months ended* September 30, 2026,certain assets of the Mexican operations were transferred to Allison, resulting in the release of $53 million of previously deferred proceeds and the derecognition of $15 million of net assets. As a result, we recognized an additional gain on sale of $38 million during thethird* quarter of2026.

As of* September 30, 2026,$29 million of deferred proceeds remained recorded in other accrued liabilities related to the portions of the Mexican operations that havenot* yet legally transferred to Allison. The remaining assets and liabilities of the Mexican operations will continue to be reported as held for sale on our consolidated balance sheet. The Mexican operations results of operations and cash flows will continue to be reported as discontinued operations on our consolidated statements of operations, comprehensive income and cash flows. We expect to complete the transfer of the Mexican operations to Allison by the end of2026.

At closing of the transaction, we entered into a transition services agreement, engineering services agreement, intellectual property and trademark license agreements, and certain supply agreements with Allison. Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months.

The major classes of line items included in net income from discontinued operations are as follows:

During thethree andnine months ended* September**30,* 2026, we incurred $6 and $61 of Off-Highway business divestiture transaction related costs, compared with $20 and $54, respectively, during the corresponding periods in2025. These costs were attributed to discontinued operations and included in other income (expense), net in the table above.

The carrying amounts of the major classes of assets and liabilities of disposal group held for sale are as follows:

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