Dana Incorporated Completes Sale of Off-Highway Business (Form 8-K)

Dana Incorporated Completes Sale of Off-Highway Business

January 2, 2026, Maumee, Ohio - Dana Incorporated (NYSE: DAN) today announced the completion of its previously disclosed sale of the Off-Highway business to Allison Transmission Holdings, Inc. (NYSE: ALSN; "Allison") for $2.7 billion.

The transaction, valued at 7.5 times the Off-Highway business's expected 2025 adjusted EBITDA, represents a significant milestone in Dana's ongoing transformation strategy.

"Closing this transaction marks an important step in Dana's evolution," said R. Bruce McDonald, Chairman and Chief Executive Officer of Dana. "We are now a more focused company, dedicated to serving light- and commercial-vehicle customers with both traditional and electrified systems. This divestiture, combined with the successful execution of our cost-reduction plan, will strengthen our balance sheet, improve margins, reduce complexity, and position us to accelerate innovation and growth in our core markets."

The proceeds of this transaction will enable the company to reduce debt by approximately $2 billion, achieving its target net leverage of 1x over the business cycle. Additionally, the company plans to return $1 billion to shareholders through 2027, including approximately $650 million already returned since the transaction was announced-an increase of $50 million compared to the prior target.

Dana extends its sincere appreciation to the talented employees of the Off-Highway business. Their dedication and expertise have built a world-class organization, and we are confident they will continue to thrive as part of Allison.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as Dana's financial advisors. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided legal counsel, and Ernst & Young LLP acted as transaction advisor.

Non-GAAP Financial Information

Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for earnings (loss) before income

taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Expected Off-Highway adjusted EBITDA is EBITDA for the Off-Highway segment adjusted for excluded operations and certain corporate costs.

We have not provided a reconciliation of our Off-Highway adjusted EBITDA to the most comparable GAAP measure of net income (loss). Providing expected net income (loss) is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income (loss), including restructuring actions, asset impairments and certain income tax adjustments. See our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that include reconciliations with the most comparable GAAP measures that are indicative of the reconciliations that would be prepared upon completion of the period covered by the expected non-GAAP measure.