达纳 2025年度报告

Proxy Statement and Notice of2026 Annual Meeting of Shareholders Our Proxy Statement and Annual Reportare Available at www.dana.com/proxy Dear Fellow Shareholder: It is our pleasure to inform you that our 2026 Annual Meeting of Shareholders of Dana Incorporated will be conducted online onWednesday, April 22, 2026, starting at 8:30 a.m., Eastern Time. Shareholders will be able to listen, vote and submit questions from anyremote location with Internet connectivity. The annual report, which is included in this package, summarizes Dana’s major developments and includes our consolidatedfinancial statements. Whether or not you plan to participate in the 2026 Annual Meeting of Shareholders, please either sign and return the accompanyingproxy card in the postage-paid envelope or instruct us by telephone or via the Internet indicating how you would like your shares voted.Instructions on how to vote your shares by telephone or via the Internet are on the proxy card enclosed with this proxy statement or the‘‘Notice and Access’’ card we have provided. R. Bruce McDonaldChairman of the Board of Directors PROXY STATEMENT Table of Contents This year’s Virtual Annual Meeting of Shareholders will begin promptly at 8:30 a.m., Eastern Time. Shareholders will be able to listen,vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical locationfor shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/DAN2026. We invite you to participate in the Dana Incorporated 2026 Annual Meeting of Shareholders to: 1.Elect eight (8) Directors for a one-year term expiring in 2027 or upon the election and qualification of their successors;2.Act on an advisory vote to approve executive compensation;3.Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for thefiscal year ending December 31, 2026;4.Vote on the shareholder proposal to require an independent board chairman; and5.Transact any other business that is properly submitted before the Annual Meeting or any other adjournments orpostponements of the Annual Meeting. The record date for the Annual Meeting is Monday, February 23, 2026 (the Record Date). Only shareholders of record at the close ofbusiness on the Record Date can vote at the Annual Meeting. Dana mailed this Notice of Annual Meeting or a Notice of Availability ofProxy Materials to those shareholders on or about March 13, 2026. Action may be taken at the Annual Meeting on any of the foregoingproposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed. Dana will have a list of shareholders who can vote available for inspection by shareholders for 10 days prior to the Annual Meeting,during regular business hours at Dana’s Law Department, 3939 Technology Drive, Maumee, Ohio 43537. Whether or not you plan to participate in the Annual Meeting and whether you own a few or many shares of stock, the Board ofDirectors urges you to vote promptly. Registered holders may vote by signing, dating and returning the enclosed proxy card, by usingthe automated telephone voting system, or by using the Internet voting system. You will find instructions for voting by telephone or bythe Internet, in the ‘‘Notice and Access’’ card we have provided and in the ‘‘Questions and Answers’’ section of the proxy statement.Please vote your proxy, then follow the instructions in the ‘‘Questions and Answers’’ section below. By Order of the Board of Directors, Douglas H. LiedbergSenior Vice President, Chief Legal and Human ResourcesOfficer and Corporate Secretary March 13, 2026 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 22, 2026.The Proxy Statement and our 2025 Annual Report are available at www.dana.com/proxy. [This page intentionally left blank] Dana Incorporated 3939 Technology DriveMaumee, Ohio 43537 2026 PROXY STATEMENT QUESTIONS AND ANSWERS The Board of Directors is soliciting proxies to be used at the Dana Incorporated Annual Meeting of Shareholders to be held virtually onWednesday, April 22, 2026, beginning at 8:30 a.m., Eastern Time. This proxy statement and the enclosed form of proxy are being madeavailable to shareholders beginning March 13, 2026. What is a proxy? A proxy is your authorization for someone else to vote for you in the way that you want to vote. When you complete and submit a proxycard or use the automated telephone voting system or the Internet voting system, you are submitting a proxy. Dana’s Board of Directorsis soliciting this proxy. All references in this proxy statement to ‘‘you’’ will mean you, the shareholder, and to ‘‘yours’’ will mean theshareholder’s or shareholders’, as appropriate. What is a proxy statement? A proxy statement is a document the United States Securities and Exchange Commission (the SEC) r