Dana Incorporated (DAN)

Dana reported third-quarter 2026 sales of $2.04 billion on 28 October, against $1.92 billion a year earlier 1. Adjusted EBITDA, a profit measure that leaves out interest, taxes and depreciation, was $218 million, a margin of 10.7 percent 1. The company said stronger commercial vehicle demand drove the sales gain 1.

Net income was $15 million, which included $29 million from discontinued operations and $41 million of debt-extinguishment and net tax charges 1. A $24 million loss on retiring debt and a $29 million charge for settling a foreign income tax outweighed better operating results 1.

The larger story is the pending combination with Eaton 3. On 10 June 2026 Dana signed agreements to join with Eaton's Vehicle and eMobility businesses through a Reverse Morris Trust 3. Eaton's shareholders would own at least 50.1 percent of the new company and Dana's about 49.9 percent 3.

Dana said the deal is on track to close around the end of the first quarter of 2027, with only one regulatory approval pending 1. A special shareholder meeting is planned for December 2.

Dana raised its 2026 share repurchase target to $469 million and has bought back $369 million so far this year 2.

Dana traces its history to 1904 and built its business on axles, driveshafts, transmissions and sealing and thermal products for vehicle makers 5.

Until December 2024 it ran four segments: Light Vehicle, Power Technologies, Commercial Vehicle and Off-Highway 5. In the first quarter of 2025 it folded Power Technologies into the other two, with the car-maker business joining Light Vehicle and the aftermarket joining Commercial Vehicle 5.

In the fourth quarter of 2024 Dana announced cost cuts, citing the ongoing delay in the adoption of electric vehicles 5. It expects annualized savings of $325 million through 2026, of which about $260 million was realized through 2025 5.

In June 2025 Dana agreed to sell its Off-Highway business, which served makers of construction, mining and farm machines, to Allison Transmission 5. The sale closed on 1 January 2026 with initial cash proceeds of $2,664 million 5.

Dana used the proceeds to pay down debt 5. In January 2026 it redeemed the remaining $262 million of its November 2027 notes 5.

Net income attributable to Dana for the first six months of 2026 was $1,082 million, driven by $1,095 million from discontinued operations, which holds the Off-Highway sale 4.

Sales slipped from $7,734 million in 2024 to $7,500 million in 2025 5. The organic decrease of 3 percent came mainly from lower full-frame light-truck production in North America and lower medium and heavy truck production in North America and South America 5.

Profit margins improved anyway 5. Gross margin, sales minus the cost of making the products, reached 8.0 percent of sales in 2025, 310 basis points higher than in 2024 5. Incremental margins from cost reduction initiatives of $223 million were the largest single help 5.

Light Vehicle

Light Vehicle is the larger segment, with external sales of $5,217 million in 2025, 70.0 percent of the total 5. It makes axles, driveshafts, transmissions, e-axle systems, inverters, electric motors and sealing and cooling products for light trucks, SUVs, crossovers and vans 5. Segment EBITDA was $466 million, an 8.9 percent margin 5.

Its largest customers include Ford, Stellantis, Toyota and General Motors 5. Rivals named in the annual report include BorgWarner, Magna, Dauch Corporation, Mahle, Denso, Schaeffler and ZF Friedrichshafen 5.

Commercial Vehicle

Commercial Vehicle had external sales of $2,283 million in 2025, 30.0 percent of the total, down from $2,484 million in 2024 5. It supplies axles, driveshafts and related parts to makers of medium and heavy trucks and buses, and it holds the aftermarket business 5. Customers include PACCAR, Traton, Volvo and Daimler Truck 5.

Sales excluding currency effects were 8 percent lower in 2025, and North American Class 8 truck production fell 23 percent 5. Eaton is among the competitors the annual report lists for this segment 5.

Customers, plants and people

Ford accounted for about 32 percent of 2025 sales and Stellantis, through a directed supply relationship, for about 13 percent 5. The ten largest customers made up about 76 percent 5.

On 1 January 2026 Dana had 66 major manufacturing and assembly plants, 47 in Light Vehicle and 19 in Commercial Vehicle 5. About 26,900 people worked for it in 24 countries at the end of 2025, not counting Off-Highway 5. The headquarters is in Maumee, Ohio 5.

Byron Foster is chief executive and Timothy Kraus is chief financial officer, as named on the third-quarter earnings call 2.

Tariffs and cost pressure

Tariff-related impacts of $116 million weighed on 2025 cost of sales, partly offset by customer cost-recovery actions 5.

The umbrella, in words

Dana sells under the brands Dana, Spicer, Spicer Electrified, Victor Reinz, Glaser, GWB, Thompson, Tru-Cool, SVL and Transejes 5. Its subsidiary list in Exhibit 21 names units such as Dana Automotive Systems Group, LLC and Dana Commercial Vehicle Products, LLC, both Ohio companies 6.

Dana owns 50 percent of three joint ventures: Dongfeng Dana Axle Co., Ltd., ROC-Spicer, Ltd. and Tai Ya Investment (HK) Co., Limited, carried at $71 million, $23 million and $6 million 4.

BlackRock, Inc. reported in a Schedule 13G amendment that it held 16,941,183 shares, 14.5 percent of the common stock, as of 31 December 2025 7.

Dana expects the Eaton transaction to close around the end of the first quarter of 2027 1. Each Dana share would convert into one share of the new company, and Dana's shareholders would hold about 49.9 percent 3.

Eaton would receive a cash payment of about $1.1 billion before closing 3. Goldman Sachs Bank USA has committed $2.6 billion of bridge financing, a short-term loan, to be replaced by permanent financing 3.

Either side may end the agreement if the deal is not done by 10 June 2027 4. If Dana shareholders vote it down, Dana must reimburse Eaton expenses of up to $20 million 4.

Chief executive Byron Foster said Dana targets $250 million of annual cost synergies, savings from combining the two companies, within 24 months of closing 2. He also cited a combined sales goal of $14 billion to $15 billion 2.

For 2026 the company guides to sales of $7.75 to $7.85 billion, adjusted EBITDA of $800 to $850 million and adjusted free cash flow of $275 to $375 million 1. It expects to repurchase another $100 million of shares in the fourth quarter of 2026 1.

Foster said no final decision has been made on share repurchases after the Eaton deal closes 2.