Dana Incorporated Press Release dated October 28, 2026 (Form 8-K)

Dana Incorporated Reports Strong Third-Quarter Results;

Eaton Mobility Transaction on Track; Increases Share Repurchases

Third-Quarter Highlights:

MAUMEE, Ohio, October 28, 2026 - Dana Incorporated (NYSE: DAN) today announced its third-quarter 2026 financial results, delivering strong performance with higher sales and expanding margins.

"Dana delivered strong third-quarter results, reflecting our continued focus on operating the business well and executing our strategy with discipline," said Byron Foster, Chief Executive Officer. "Productivity gains, commercial initiatives, and structural cost reductions are driving meaningful margin improvement as we capitalize on stronger commercial vehicle demand and continue to return capital to shareholders. As we work toward closing the Eaton Mobility transaction, we remain firmly focused on delivering strong performance today while preparing to create an even stronger, more diversified company positioned for long-term growth and shareholder value."

Sales in the third quarter of 2026 totaled $2.04 billion, compared with $1.92 billion in the same period of 2025. The increase was primarily driven by stronger commercial vehicle demand, backlog conversion, and commercial and cost-recovery actions.

Adjusted EBITDA for the third quarter was $218 million, representing a 10.7 percent margin, compared with $162 million, 8.5 percent margin, for the same period in 2025. Cost-savings actions, operational efficiency improvements, and commercial initiatives were the primary drivers of the improvement.

Net loss from continuing operations was $10 million in the third quarter of 2026, compared with net income of $13 million in the same period of 2025. Diluted loss per share from continuing operations was $0.13, compared with diluted earnings per share of $0.07 last year. Significantly improved operating performance and lower net interest expense were more than offset by a $24 million loss on the extinguishment of debt and higher income tax expense, including a $29 million charge related to the settlement of a foreign income tax partially offset by a $12 million benefit associated with post Off-Highway sale restructuring actions.

Adjusted net income improved to $44 million in the third quarter of 2026 from an adjusted net loss of $5 million in the prior-year period, while diluted adjusted earnings per share improved to $0.41 from an adjusted loss per share of $0.04.

Operating cash flow was $102 million in the third quarter of 2026, compared with $111 million in the prior-year period. Adjusted free cash flow was $66 million, compared with $101 million in the prior-year period. Higher earnings from continuing operations and lower one-time costs, net interest and cash taxes partially offset the absence of cash generation from the divested Off-Highway business, higher capital spending, and working capital timing.

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Dana today announced an increase in its planned share repurchases ahead of the closing of the Eaton Mobility transaction. During the third quarter, the company repurchased approximately 6.6 million shares for $200 million, bringing year-to-date capital returned to shareholders through share repurchases to $369 million. Dana expects to repurchase an additional $100 million of shares in the fourth quarter of 2026.

"We continue to see compelling strategic and financial benefits from the combination with Eaton Mobility and are confident in the value the transaction will create for our shareholders, customers, and employees," Foster added. "As we move toward closing, we are also maximizing the opportunities available to return capital to shareholders. Our increased fourth-quarter repurchases underscore our confidence in Dana and our commitment to shareholder value."

Dana has revised its full-year guidance, raising its sales outlook by approximately $50 million, reflecting higher demand and recoveries. The company maintained its adjusted EBITDA, diluted adjusted EPS, and adjusted free cash flow guidance.

Revised 2026 Financial Targets

Dana to Host Conference Call at 9 a.m. Wednesday, October 28

Dana will discuss its third-quarter 2026 results in a conference call at 9 a.m. EDT on Wednesday, October 28. The conference call can be accessed by telephone from both domestic and international locations using the information provided below:

Conference ID: 596 110 089

Participant Toll-Free Dial-In Number: +1 833-461-5787

Participant Toll Dial-In Number: +1 585-542-9983

Audio streaming and slides will be available online via a link provided on the Dana investor website: www.dana.com/investors. Phone registration will be available beginning at 8:30 a.m. EDT.

A webcast replay can be accessed via Dana's investor website following the call.

Cautionary Notes on Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc ("Eaton"), Dana Incorporated ("Dana") and Mobility (USA) Corporation ("SpinCo"), as well as statements regarding Dana's business, financial condition and results of operations more generally. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "strategy," "plan," "may," "could," "should," "will," "would," "potential," "continue," "ongoing," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding Dana's current expectations, estimates and projections about its industry and business, the expected timing and structure of the proposed transaction and financing of the transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed transaction and the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

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