DANA Inc

Information regarding risk factors of the Company is set forth under the heading “Risk Factors” under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026. The Company reviewed its risk factors as of September 30, 2026 and determined that, except as set forth below, there have been no material changes in its risk factors disclosed in Part I, Item 1A of its Annual Report on Form 10-K. Furthermore, note the discussion of certain factors under the subheading “Special Note Regarding Forward-Looking Statements” in Part I, Item 2 of this Quarterly Report on Form 10-Q. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may have a material adverse effect on the Company’s business, financial condition and operating results.

Risk Factors Related to the Proposed Transaction

The consummation of the Proposed Transaction is subject to significant risks and uncertainties and may not be consummated on the expected terms, if at all. Further, our failure to successfully integrate the Mobility business within the expected timeline could adversely affect the combined company’s future results.

On June 10, 2026, we entered into an Agreement and Plan of Merger (the Merger Agreement) and a Separation and Distribution Agreement (the Separation Agreement) with Eaton Corporation plc (Eaton), Mobility (USA) Corporation (the SpinCo) and certain other subsidiaries of Eaton, to acquire the Mobility business (the Proposed Transaction). The Proposed Transaction is structured as a Reverse Morris Trust transaction. As part of the Proposed Transaction, Eaton will distribute the Mobility business (other than certain assets and liabilities that will be sold directly to Dana in a concurrent asset sale) to Eaton shareholders through an exchange offer (split-off), in which Eaton shareholders will have the opportunity to tender their Eaton shares in exchange for shares of SpinCo followed, if necessary, by a clean-up rata distribution. Immediately thereafter, a subsidiary of SpinCo will merge with and into Dana, and Dana will survive this merger as a direct wholly owned subsidiary of SpinCo. Immediately following this merger, and as part of the same overall transaction, Dana, as the surviving corporation, will merge with and into another direct wholly owned subsidiary of SpinCo, with that subsidiary surviving as a directly wholly owned subsidiary of SpinCo. In the merger, each outstanding share of Dana will be converted into the right to receive one SpinCo share. Prior to or at the closing, a subsidiary of Eaton will sell to Dana 100% of the stock in Royal Precision Holdings Corp. in exchange for cash consideration (the Royal Precision Purchase Price). In addition, certain subsidiaries of Eaton will sell certain specified assets (as defined in the Separation Agreement) to Dana in exchange for cash consideration (the Specified Assets Purchase Price). When the transaction is completed, former Eaton shareholders will own, in the aggregate, 50.1% and former Dana shareholders will own, in the aggregate, 49.9% of the outstanding shares of SpinCo common stock on a fully diluted basis. Under the terms of the agreement, Eaton will receive a cash distribution of approximately $1,100, subject to adjustment for cash and indebtedness, reduced by the Royal Precision Purchase Price and the Specified Assets Purchase Price, and increased as a result of any pre-closing share repurchases by Dana pursuant to the Share Buyback Side Letter. Consummation of the Proposed Transaction is subject to receipt of required regulatory approvals, Dana stockholder approval, receipt of certain tax opinions and satisfaction of other customary closing conditions. As a result, there can be no assurance that the Proposed Transaction will be consummated on the expected terms, in accordance with our anticipated timeline, or at all. Any delay in consummation of the Proposed Transaction could result in increased transaction costs and could cause disruptions to our business or business relationships, which could have an adverse impact on our results of operations. Additionally, if the Merger Agreement is terminated under certain circumstances prior to the consummation of the Proposed Transaction, we may be required to pay Eaton a termination fee of $159 and/or reimburse certain of Eaton’s expenses.

The Proposed Transaction will cause the ownership and voting interests of our existing stockholders to be diluted. In addition, our stock price has been volatile since the announcement of the Proposed Transaction, and it may continue to fluctuate significantly in response to the pendency of the Proposed Transaction and any developments related thereto.

If consummated, the success of the Proposed Transaction will depend, in significant part, on the successful integration of the Mobility business with our business and our ability to realize the anticipated synergies, growth opportunities and other financial and operating benefits from the Proposed Transaction. There is a significant degree of difficulty inherent in the process of integrating the Mobility business with our business, and the benefits from the Proposed Transaction may be offset by costs incurred in integrating the Mobility business. Difficulties in integrating the practices and operations of these two businesses may result in the combined company performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and could have a material adverse effect on our business, financial condition or results of operations.

We and SpinCo expect to incur a substantial amount of indebtedness in connection with the Proposed Transaction, and the final terms and cost of such indebtedness remain uncertain. The combined company’s substantial indebtedness following the consummation of the Proposed Transaction may have the effect of, among other things, reducing its flexibility to respond to changing business and economic conditions, lowering its credit ratings, increasing its borrowing costs, restricting its access to capital, impairing its ability to refinance indebtedness on acceptable terms and/or requiring it to reduce or delay investments, strategic acquisitions and capital expenditures or seek additional capital to refinance its indebtedness.