DANA Inc

Note10. Financing Agreements

Long-term debt at—

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

Senior notes activity— On* April 15, 2025,Dana retired its remaining April 2025Notes. On December 4, 2025,we offered as part of a net proceeds tender offer to purchase at a price equal to 100.00% plus accrued and unpaid interest up to $173 of our November 2027Notes, up to $173 of our June 2028Notes, up to€141 of our July 2029Notes, up to $173 of our September 2030Notes, up to€184 of our July 2031Notes and up to $152 of our February 2032Notes. The offers were conditioned on Dana receiving proceeds from the sale of its Off-Highway business and other customary conditions. In addition, on December 4, 2025,we issued notices of conditional full redemption with a redemption date of January 8, 2026for all of our outstanding November 2027Notes and June 2028Notes at a redemption price equal to 100.00% plus accrued and unpaid interest. The redemptions were conditioned on Dana receiving proceeds from the sales of its Off-Highway business. On January 1, 2026,Dana completed the sale of its Off-Highway business. See Note2* for additional information. On* January 7, 2026,we purchased $138 of our November 2027Notes, $142 of our June 2028Notes,€141 of our July 2029Notes ($164 as of January 7, 2026),$173 of our September 2030Notes,€9 of our July 2031Notes ($10 as of January 7, 2026)and $152 of our February 2032Notes at prices equal to 100.00% plus accrued and unpaid interest. On January 8, 2026,we redeemed the remaining $262 of our November 2027Notes and the remaining $258 of our June 2028Notes at prices equal to 100.00% plus accrued and unpaid interest. During thefirst* quarter of2026, we recognized a $7 loss on extinguishment of debt comprised of the write-off of previously deferred financing costs associated with the redeemed senior notes. On* July 31, 2026,we redeemed all of our outstanding July 2031Notes at a price equal to 104.25% plus accrued and unpaid interest. During thethird* quarter of2026, we recognized a $24 loss on extinguishment of debt comprised of the $20 redemption premium and the write-off of $4 of previously deferred financing costs associated with the* July 2031*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:

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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 — On* July 31, 2025,we amended our credit and guaranty agreement to include a $250 Term A Facility (the2025* Term A Facility). Borrowings under the2025 Term A Facility bear interest at a floating rate based on Term Secured Overnight Financing Rate (SOFR) (as described in the credit agreement) plus a margin. The2025 Term A Facility matured five business days after the consummation of the Off-Highway business sale. We were required to make quarterly installments on the2025 Term A Facility on the last day of each quarter commencing on* December 31, 2025in an amount equal to 10% of the original amount borrowed adjusted for any prepayments. On July 31, 2025,we fully drew the2025* Term A Facility and used the proceeds to pay down outstanding borrowings on our Revolving Facility. On* December 31, 2025,we made the required $25 payment on the2025* Term A Facility. On* January 1, 2026,Dana completed the sale of its Off-Highway business. See Note2* for additional information. On* January 2, 2026,we repaid the $225 outstanding balance on the2025* Term A Facility. On* July 10, 2026,we amended our credit and guaranty agreement to include a $500 Term A Facility (the2026* Term A Facility). Borrowings under the2026 Term A Facility bear interest at a floating rate based on SOFR (as described in the credit agreement) plus a margin. The2026 Term A Facility matures 364 days from the date of thefirst draw. We are required to make quarterly installments on the2026 Term A Facility on the last day of each quarter commencing on* December 31, 2026in an amount equal to 10% of the original amount borrowed adjusted for any prepayments. We recorded deferred financing fees of $1 related to the2026* Term A Facility. The deferred financing fees are being amortized over the life of the2026 Term A Facility. On* July 28, 2026,we fully drew the2026* Term A Facility and used the proceeds to redeem all of our outstanding* July 2031*Notes.

Deferred financing costs on our Revolving Facility are included in other noncurrent assets and are being amortized over the life of the Revolving Facility. Each the Revolving Facility and2026 Term A Facility is guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and is secured by afirst-priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.

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

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

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.

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At* September 30, 2026*, there were $210 of outstanding borrowings under the Revolving Facility and we had utilized $10 for letters of credit. We had availability at* September 30, 2026* under the Revolving Facility of $930 after deducting outstanding borrowings and letters of credit.

Debt covenants — At* September 30, 2026*, 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.

Other Financing Activities — On* June 10, 2026,we became a party to a $2,600 bridge facility (the Bridge Facility). The Bridge Facility serves as a backstop to certain contemplated financing transactions associated with Dana's intended acquisition of Eaton's Mobility business. See Note1* for additional information. The Bridge Facility* maybe drawn upon only if the acquisition transaction closes. Availability under the Bridge Facility is subject to reduction to the extent contemplated financing transactions are completed prior to the acquisition transaction closing. We recorded initial deferred commitment fees of $17 related to the Bridge Facility. The deferred commitment fees are included in other current assets and are being amortized to other income (expense), net over the Bridge Facility's 15-month commitment period. On July 2, 2026,we became a party to a $350 secured term loan A (the Term Loan A) commitment and a $1,200 secured revolving credit facility (the Revolving Credit Facility) commitment. The Term Loan A commitment and the Revolving Credit Facility commitment are associated with Dana's intended acquisition of Eaton's Mobility business.No amounts are available to be drawn under the Term Loan A or Revolving Credit Facility prior to the acquisition transaction closing. The Term Loan A commitment reduced availability under the Bridge Facility from $2,600 to $2,250. During thethird* quarter of2026, we wrote off $2 of deferred commitment fees associated with the $350 reduction in availability under the Bridge Facility to other income (expense), net.