Maumee – November 06, 2026 -- Dana Incorporated (NYSE: DAN) has launched cash tender offers to buy back any and all of its listed senior notes, with the offers set to expire at 5:00 p.m. New York City time on November 13, 2026.
The Offers are made under an Offer to Purchase dated November 6, 2026. They are not conditioned on any minimum amount of Notes being tendered, although Dana's obligation to pay for tendered Notes depends on conditions set out in the Offer to Purchase. Dana may amend the Offers at its sole discretion, subject to applicable law.
Dana expects to settle accepted notes on or about November 17, 2026
Notes validly tendered and not withdrawn by the Expiration Date, and accepted for purchase, will settle promptly afterward. Dana expects settlement on or about November 17, 2026, the second business day after expiration.
Withdrawal rights end after the 10th business day if an offer is extended
Holders may withdraw tendered Notes at any time before the earlier of the Expiration Date and, if an Offer is extended, the 10th business day after that Offer commenced. Withdrawal is also permitted after the 60th business day if an Offer has not been completed within 60 business days of commencement. Dana may extend the Expiration Date without extending the Withdrawal Deadline or reinstating withdrawal rights, subject to applicable law.
Dana plans covenant defeasance on any notes left outstanding
If Notes remain outstanding after the Offers close, Dana intends, but is not obligated, to defease all covenants on one or both series. Payment of principal and interest and maintenance of an office would be excluded. Remaining holders would keep scheduled interest and principal payments but lose the removed protections, including change of control repurchase obligations.
J.P. Morgan and Barclays run the offers as dealer managers
Dana retained J.P. Morgan Securities LLC and Barclays Capital Inc. as Dealer Managers. D.F. King & Co. provides the Offer to Purchase free of charge. Neither Dana, its affiliates, its board, the Dealer Managers, the tender and information agent nor the trustee recommends whether holders should tender.