DAN

Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes in this report. Forward-Looking Information Statements in this report (or otherwise made by us or on our behalf) that are not entirely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often be identified by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “predicts,” “seeks,” “estimates,” “projects,” “outlook,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing” and similar expressions, variations or negatives of these words. These statements represent the present expectations of Dana Incorporated and its consolidated subsidiaries (Dana) based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed below and elsewhere in this report and in our other filings with the Securities and Exchange Commission (SEC). All forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this report. Recent Strategic Actions Cost reduction initiatives — During the fourth quarter of 2024, we announced further actions to support sustained long-term profitability and enhanced cash flow generation. This includes substantial reduction in selling, general and administrative costs and aligning engineering expenses to match current industry dynamics, including the ongoing delay in the adoption of electric vehicles. We expect to deliver annualized savings of $325 through 2026. Approximately $260 of annualized savings was realized through 2025 with an additional $65 to be realized in 2026. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information. Segment realignment — Through December 2024, we managed our operations globally through four operating segments. Our Light Vehicle and Power Technologies segments primarily supported light vehicle original equipment manufacturers (OEMs) with products for light trucks, SUVs, CUVs, vans and passenger cars. Our Commercial Vehicles segment supported the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supported OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications). In the first quarter of 2025, our Power Technologies segment was integrated into our Light Vehicle and Commercial Vehicle segments, streamlining the business, enhancing our go-to-market approach and serving our customers more efficiently. The OEM-facing business was integrated into our Light Vehicle segment while the aftermarket business was integrated into our Commercial Vehicle segment. See Note 17 of our consolidated financial statements in Item 1 of Part I for additional information. Divestiture of Off-Highway Business — Dana has embarked on a strategic plan to focus on our core on-highway markets, creating a more focused and nimble Dana through the divestiture of our Off-Highway business. In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Off-Highway business and determined that the conditions for discontinued operations presentation had been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been recast to reflect discontinued operations presentation. The transaction closed on January 1, 2026, with Dana receiving cash proceeds of $2,630. See Note 1 and Note 2 of our consolidated financial statements in Item 1 of Part I for additional information. Capital Structure Initiatives — Net cash proceeds from the Off-Highway business divestiture were used to pay down debt, strengthening Dana’s financial position, and provide capital returns to shareholders. On January 7, 2026, we purchased, via a net proceeds tender offer, $138 of our November 2027 Notes, $142 of our June 2028 Notes, €141 of our July 2029 Notes ($164 as of January 7, 2026), $173 of our September 2030 Notes, €9 of our July 2031 Notes ($10 as of January 7, 2026) and $152 of our February 2032 Notes at prices equal to 100.00% plus accrued and unpaid interest. On January 8, 2026, we redeemed the remaining $262 of our November 2027 Notes and the remaining $258 of our June 2028 Notes at prices equal to 100.00% plus accrued and unpaid interest. In addition, on January 2, 2026, we repaid the $225 outstanding balance on the Term A Facility and the $390 of outstanding borrowings on our Revolving Facility. See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information. On June 8, 2025, Dana’s board of directors approved a program to provide up to a $1,000 return of capital to shareholders through common stock share repurchases and/or special dividends through the end of 2027. On February 11, 2026, Dana's board of directors increased and extended the share repurchase program to a total of $2,000 through the end of 2030. Through June 30, 2026, we have spent $819 to repurchase 39,943,730 shares under the approved stock repurchase program. See Note 6 of our consolidated financial statements in Item 1 of Part I for additional information. 28 Table of Contents Other Initiatives Aftermarket opportunities — We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities within our existing businesses – targeting increased future aftermarket sales. Powered by recognized brands such as Dana®, Spicer®, Spicer Electrified™, Victor Reinz®, Glaser®, GWB®, Thompson®, Tru-Cool®, SVL®, and Transejes™, Dana delivers a broad range of aftermarket solutions – including genuine, all makes, and value lines – servicing passenger and commercial vehicles across the globe. Selective acquisitions — Although transformational opportunities will be considered when strategically and economically attractive, our acquisition focus is principally directed at “bolt-on” or adjacent acquisition opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and enhance the value proposition of our product offerings. Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities and other uses of capital – with a disciplined financial approach designed to ensure profitable growth and increased shareholder value. Eaton Mobility Business — On June 10, 2026, Dana entered into definitive agreements with Eaton Corporation plc (Eaton) and certain wholly owned subsidiaries of Eaton, including Mobility (USA) Corporation (the SpinCo), to acquire Eaton’s Vehicle and eMobility business segments (Mobility business). The structure of the transaction is a Reverse Morris Trust. Following the separation of the Mobility business from Eaton, a subsidiary of SpinCo will merge with and into Dana, and Dana will survive the merger as a wholly owned subsidiary of SpinCo. Following the merger, each outstanding share of Dana will be converted into the right to receive one SpinCo share. Prior to or at the closing, a subsidiary of Eaton will sell to Dana 100% of the stock in Royal Precision Holdings Corp. in exchange for cash consideration (the Royal Precision Purchase Price). In the event of an election by Dana, certain specified assets (as defined in the separation agreement) will be purchased by Dana from Eaton and certain of its subsidiaries. When the transaction is completed, former Eaton shareholders will own at least 50.1% and former Dana shareholders will own no more than 49.9% of the outstanding shares of SpinCo common stock on a fully diluted basis. Under the terms of the agreement, Eaton will receive a cash distribution of approximately $1,100, subject to adjustment for cash and indebtedness and reduced by the Royal Precision and other specified assets Purchase Price. The transaction has been unanimously approved by the Boards of Directors of both Dana and Eaton. No vote by Eaton shareholders is required. The transaction is intended to be tax-free to Dana and Eaton shareholders for U.S. federal income tax purposes. The transaction is anticipated to close in the first quarter of 2027, subject to approval by Dana's shareholders and customary closing conditions, including receipt of regulatory approvals. The agreements contain certain customary termination rights for Dana and Eaton, including, without limitation, a right for either party to terminate if the transaction is not completed on or before June 10, 2027. Termination resulting from Dana shareholders voting against the transaction would result in Dana having to reimburse Eaton for certain expenses in an amount not to exceed $20. Termination under specified circumstances would require Dana to pay Eaton a termination fee of $159. In anticipation of the transaction, Mobility (USA) Corporation and Dana became parties to a $2,600 bridge facility, a $350 secured term loan A commitment and a $1,200 secured revolving credit facility commitment. See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information. 29 Table of Contents Management Overview Dana, with history dating back to 1904, is headquartered in Maumee, Ohio. We are a world leader in providing power-conveyance and energy-management solutions for on-highway vehicles. The company's portfolio improves the efficiency, performance, and sustainability of light and commercial vehicles. Our technologies include drive systems (axles, driveshafts and transmissions); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). We serve our global light vehicle and medium/heavy vehicle markets through two business units – Light Vehicle Systems (Light Vehicle) and Commercial Vehicle Systems (Commercial Vehicle). At June 30, 2026, we employed approximately 27,300 people and operated in 24 countries. External sales by operating segment for the periods ended June 30, 2026 and 2025 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 % of % of % of % of Dollars Total Dollars Total Dollars Total Dollars Total Light Vehicle $ 1,379 68.6 % $ 1,335 69.0 % $ 2,648 68.3 % $ 2,548 68.6 % Commercial Vehicle 631 31.4 % 600 31.0 % 1,230 31.7 % 1,168 31.4 % Total $ 2,010 $ 1,935 $ 3,878 $ 3,716 See Note 17 to our consolidated financial statements in Item 1 of Part I for further financial information about our operating segments. Our internet address is www.dana.com. The inclusion of our website address in this report is an inactive textual reference only and is not intended to include or incorporate by reference the information on our website into this report. 30 Table of Contents Trends in Our Markets We serve our customers in two core global end markets: light vehicle, primarily full frame trucks and SUVs; and commercial vehicle, including medium-and heavy-duty trucks and busses. Each of our end-markets has unique cyclical dynamics and market drivers. These cycles are impacted by periods of investment where end-user vehicle fleets are refreshed or expanded in reaction to demand usage patterns, regulatory changes, or when the age of vehicles in service reach their useful life. Key market drivers include regional economic growth rates; cost and availability of end customer financing; and industrial output. Our multi-market coverage and broad customer base help provide stability across the cycles while mitigating secular variability. Light vehicle markets — Our driveline business is weighted more heavily to the truck and SUV segments of the light-vehicle market versus the passenger-car segment. Our vehicle content is greater on rear-wheel drive, four-wheel drive, and all-wheel drive vehicles, as well as hybrid and electric vehicles. During 2025, light-truck markets showed marginal improvement across all regions except North America, which was flat compared to 2024. The outlook for 2026 reflects global light-truck production being relatively stable in North America and Asia Pacific, while Europe and South America reflect marginal improvement, in comparison with the prior year. Commercial vehicle markets — Our primary business is driveline systems for medium and heavy-duty trucks and busses, including the emerging market for hybrid and electric vehicles. Key regional markets are North America, South America (primarily Brazil) and Asia Pacific. During 2025, production of Class-8 and Classes 5-7 trucks in North America both decreased 23% compared to 2024. The outlook for 2026 is for a modest decrease in production of Classes 5-7 trucks and a modest increase in Class-8 truck production compared to the prior year. Outside of North America, production of medium- and heavy-duty trucks in South America decreased 7% compared to 2024, reflecting relatively stable economic conditions in the region. The 2026 outlook for South America reflects medium- and heavy-duty production being relatively flat compared to the prior year. Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, increased 12% in 2025. The 2026 outlook for Asia Pacific is for a modest increase in production from the prior year. Foreign currency — With 44% of our first six months 2026 sales coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations. The euro zone countries accounted for 33% of our year-to-date 2026 non-U.S. sales, while Brazil, India, Thailand, China, Argentina and South Africa accounted for 14%, 9%, 7%, 7%, 7% and 6%, respectively. International currencies strengthened against the U.S. dollar during the first six months of 2026, increasing sales by $88, with the effects of a stronger euro, Brazilian real, South African rand and Thai baht being partially offset by a weaker Indian rupee. Argentina has experienced significant inflationary pressures the past few years, contributing to significant devaluation of its currency among other economic challenges. Our Argentine operation supports our Light Vehicle operating segment. Our sales in Argentina for the six months of 2026 of approximately $111 are 3% of our consolidated sales and our net asset exposure related to Argentina was approximately $79, including $21 of net fixed assets, at June 30, 2026. During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy. In assessing Argentina's economy as highly inflationary we considered its three-year cumulative inflation rate along with other factors. As a result, effective July 1, 2018, the U.S. dollar is the functional currency for our Argentine operations, rather than the Argentine peso. Beginning July 1, 2018, peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using current Argentine peso exchange rates with resulting translation gains or losses included in results of operations. Nonmonetary assets and liabilities are remeasured into U.S. dollar using historic Argentine peso exchange rates. Commodity costs — The cost of our products may be significantly impacted by changes in raw material commodity prices, the most important to us being those of various grades of steel, aluminum, copper, brass and rare earth materials. The effects of changes in commodity prices are reflected directly in our purchases of commodities and indirectly through our purchases of products such as castings, forgings, bearings, batteries and component parts that include commodities. Most of our major customer agreements provide for the sharing of significant commodity price changes with those customers based on the movement in various published commodity indexes. Where such formal agreements are not present, we have historically been successful implementing price adjustments that largely compensate for the inflationary impact of material costs. Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes. Higher year-over-year commodity prices decreased earnings during the second quarter and first half of 2026 by $15 and $23, respectively. Material cost recovery pricing actions increased earnings in the second quarter and first half of 2026 by $12 and $18, respectively. 31 Table of Contents Sales, Earnings and Cash Flow Outlook 2026 Outlook Sales $7,650 - $7,850 Adjusted EBITDA $800 - $850 Adjusted Free Cash Flow $275 - $375 Adjusted EBITDA and adjusted free cash flow are non-GAAP financial measures. See the Non-GAAP Financial Measures discussion below for definitions of our non-GAAP financial measures and reconciliations to the most directly comparable U.S. generally accepted accounting principles (GAAP) measures. We have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measure of net income. Providing net income guidance 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, including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance. Our 2026 sales outlook is $7,650 to $7,850, reflecting relatively stable global market demand, $200 of net new business backlog, dissipation of the tariff recovery lag experienced in 2025 and currency tailwinds. Based on our current sales and exchange rate outlook for 2026, we expect international currencies to be a modest tailwind to sales primarily due to a stronger euro. At sales levels in our current outlook for 2026, a 5% movement on the euro would impact our annual sales by approximately $65. A 5% change on the Indian rupee or Brazilian real rates would impact our annual sales in each of those countries by approximately $15. A 5% change on the Chinese renminbi rate would impact our annual sales by approximately $10. At our current sales outlook for 2026, we expect full year 2026 adjusted EBITDA to approximate $800 to $850. Adjusted EBITDA margin is expected to be 10.6% at the midpoint of our guidance range, a 250 basis-point improvement over 2025, reflecting the impact of significant cost savings actions, improved operational performance and favorable product mix, partially offset by the impact of net material cost recoveries and net inflationary cost recoveries. We expect to generate free cash flow of $325 at the midpoint of our guidance range reflecting the benefit of higher year-over-year adjusted EBITDA and lower income tax and interest payments, partially offset by higher capital spending. Among our operational and strategic initiatives is continued focus on and investment in product technology – delivering products and technology that are key to bringing solutions to issues of paramount importance to our customers. Our success on this front is measured, in part, by our sales backlog – net new business awarded that will be launching over the next three years, adding to our base annual sales. This backlog excludes replacement business and represents incremental sales associated with new programs for which we have received formal customer awards. At June 30, 2026, our sales backlog of net new business for the 2026 through 2028 period was $950. We expect to realize $200 of our sales backlog in 2026, with incremental sales backlog of $300 and $450 being realized in 2027 and 2028, respectively. 32 Table of Contents Summary Consolidated Results of Operations (Second Quarter, 2026 versus 2025) Three Months Ended June 30, 2026 2025 Dollars % of Net Sales Dollars % of Net Sales Increase/ (Decrease) Net sales $ 2,010 $ 1,935 $ 75 Cost of sales 1,800 89.6 % 1,797 92.9 % 3 Gross margin 210 10.4 % 138 7.1 % 72 Selling, general and administrative expenses 104 5.2 % 99 5.1 % 5 Amortization of intangibles 1 2 (1 ) Restructuring charges, net 9 11 (2 ) Other income (expense), net (20 ) (10 ) (10 ) Earnings from continuing operations before interest and income taxes 76 16 60 Interest income 4 3 1 Interest expense 21 44 (23 ) Earnings (loss) from continuing operations before income taxes 59 (25 ) 84 Income tax expense 54 10 44 Equity in earnings of affiliates 6 23 (17 ) Net income (loss) from continuing operations 11 (12 ) 23 Net income (loss) from discontinued operations (11 ) 43 (54 ) Net income — 31 (31 ) Less: Noncontrolling interests net income from continuing operations 5 4 1 Net income (loss) attributable to the parent company $ (5 ) $ 27 $ (32 ) Sales — The following table shows changes in our sales by geographic region. Three Months Ended June 30, Amount of Change Due To 2026 2025 Increase/ (Decrease) Currency Effects Divestiture Organic Change North America $ 1,202 $ 1,157 $ 45 $ 2 $ — $ 43 Europe 411 386 25 13 12 South America 199 183 16 13 3 Asia Pacific 198 209 (11 ) (4 ) (7 ) Total $ 2,010 $ 1,935 $ 75 $ 24 $ — $ 51 Sales in the second quarter of 2026 were $75 higher than 2025. Stronger international currencies increased sales by $24, principally due to a stronger Brazilian real, euro and South African rand, partially offset by a weaker India rupee. The organic sales increase of $51 primarily resulted from pricing actions and recoveries, including material commodity, tariff and inflationary costs adjustments, higher full-frame light-truck production volumes in North America and the conversion of sales backlog, partially offset by lower medium/heavy-truck production volumes in North America and lower electric-vehicle product orders in Europe and Asia Pacific. Pricing actions and recoveries, including material commodity, tariff and inflationary costs adjustments, increased sales by $45. The North America organic sales increase of 4% was driven principally by net customer pricing, tariff and cost recovery actions, higher full-frame light-truck production volumes and the conversion of sales backlog, partially offset by lower medium- and heavy-truck production volumes. Second quarter 2026 full-frame light-truck production was up 6%. Second quarter 2026 Class 8 and Classes 5-7 production were down 8% and 10%, respectively. Excluding currency effects, sales in Europe were up 3% compared to 2025, reflecting net customer pricing and cost recovery actions. Excluding currency effects, sales in South America were up 2% compared to 2025, reflecting higher year-over-year medium/heavy-truck production volumes. Excluding currency effects, sales in Asia Pacific decreased 3% reflecting lower electric vehicle-related product orders, partially offset by a modest improvement in year-over-year second quarter medium/heavy-truck production volumes. 33 Table of Contents Cost of sales and gross margin — Cost of sales for the second quarter of 2026 increased $3 when compared to 2025. Cost of sales as a percent of sales was 330 basis points lower than in the previous year. Incremental margins from cost reduction initiatives of $18, higher material cost savings of $24, operational efficiencies of $6, lower incentive compensation expense of $3, lower premium freight costs of $2 and favorable product mix were partially offset by non-material inflation of $26, commodity cost increases of $15, higher spending on electrification initiatives of $7, higher warranty expense of $1 and higher program launch costs of $1. Commodity costs are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates. Gross margin of $210 for the second quarter of 2026 increased $72 from 2025. Gross margin as a percent of sales was 10.4% in the second quarter of 2026, 330 basis points higher than in 2025. The improvement in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above. Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days. The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries. Selling, general and administrative expenses (SG&A) — SG&A expenses in the second quarter of 2026 were $104 (5.2% of sales) as compared to $99 (5.1% of sales) in the second quarter of 2025. SG&A expenses were $5 higher in the second quarter of 2026 primarily due to higher legal and professional services costs. Amortization of intangibles — Amortization expense was $1 in the second quarter of 2026 and $2 in the second quarter of 2025. See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information. Restructuring charges, net — Net restructuring charges were $9 in the second quarter of 2026 and $11 in the second quarter of 2025. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information. Other income (expense), net — The following table shows the major components of other income (expense), net. Three Months Ended June 30, 2026 2025 Non-service cost components of pension and OPEB costs $ (3 ) $ (2 ) Government assistance 1 2 Foreign exchange loss (6 ) (1 ) Strategic transaction expenses (19 ) (5 ) Electric vehicle program termination charges (3 ) Loss on divestiture of ownership interests (7 ) Transition services income 8 Other, net 2 3 Other income (expense), net $ (20 ) $ (10 ) Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs, and other strategic initiatives. Strategic transaction expenses in 2026 were primarily attributable to the potential acquisition of Eaton's Mobility business. See Note 1 of our consolidated financial statements in Item 1 of Part I for additional information. During the second quarter of 2026, we recorded $3 of charges, including impairment and loss on disposition of property, plant and equipment, associated with certain electric vehicle programs that were either cancelled by the customer or that have experienced a precipitous decline in program volumes. On January 1, 2026, we sold our Off-Highway business to Allison Transmission Holdings, Inc. (Allison). At closing, Dana entered into a transition services agreement and an engineering services agreement with Allison. Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months. See Note 2 to our consolidated financial statements in Item 1 of Part I for additional information. On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $8 pre-tax loss on the transaction. See Note 18 to our consolidated financial statements in Item 1 of Part I for additional information. Interest income and interest expense — Interest income was $4 in the second quarter of 2026 and $3 in the second quarter of 2025. Interest expense decreased from $44 in the second quarter of 2025 to $21 in the second quarter of 2026, reflecting lower average outstanding borrowings. See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 6.2% in the second quarter of 2026 and 5.8% in the second quarter of 2025. Income tax expense — We reported income tax expense of $54 and $10 for the second quarters of 2026 and 2025, respectively. Our effective tax rates were 92% and (40)% for the second quarters of 2026 and 2025, respectively. During the second quarter of 2025, we recorded tax expense of $6 resulting from the sale of Dana's ownership interest in an equity method investment. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release, and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses. Equity in earnings of affiliates — Net earnings from equity investments was $6 in the second quarter of 2026 and $23 in the second quarter of 2025. Net earnings from Dongfeng Dana Axle Co., Ltd. (DDAC) were $5 in the second quarter of 2026 and $4 in the second quarter of 2025. On April 25, 2025, we sold our ownership interest in Axles India Limited, recognizing a $19 pre-tax gain on the transaction. See Note 18 of our consolidated financial statements in Item 1 of Part I for additional information. Net income from discontinued operations — Net income (loss) from discontinued operations was a loss of $11 in the second quarter of 2026 and income of $43 in the second quarter of 2025. The Off-Highway business sale transaction closed on January 1, 2026. The Off-Highway business's Mexican operations continue to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer. See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information. 34 Table of Contents Summary Consolidated Results of Operations (Year-to-Date Quarter, 2026 versus 2025) Six Months Ended June 30, 2026 2025 Dollars % of Net Sales Dollars % of Net Sales Increase/ (Decrease) Net sales $ 3,878 $ 3,716 $ 162 Cost of sales 3,499 90.2 % 3,460 93.1 % 39 Gross margin 379 9.8 % 256 6.9 % 123 Selling, general and administrative expenses 206 5.3 % 204 5.5 % 2 Amortization of intangibles 3 4 (1 ) Restructuring charges, net 15 13 2 Other income (expense), net (60 ) (11 ) (49 ) Earnings from continuing operations before interest and income taxes 95 24 71 Loss on extinguishment of debt (7 ) (7 ) Interest income 10 5 5 Interest expense 43 83 (40 ) Earnings (loss) from continuing operations before income taxes 55 (54 ) 109 Income tax expense 68 68 Equity in earnings of affiliates 9 25 (16 ) Net loss from continuing operations (4 ) (29 ) 25 Net income from discontinued operations 1,095 90 1,005 Net income 1,091 61 1,030 Less: Noncontrolling interests net income from continuing operations 9 9 — Net income attributable to the parent company $ 1,082 $ 52 $ 1,030 Sales — The following table shows changes in our sales by geographic region. Six Months Ended June 30, Amount of Change Due To 2026 2025 Increase/ (Decrease) Currency Effects (Divestitures) Organic Change North America $ 2,286 $ 2,205 $ 81 $ 6 $ — $ 75 Europe 819 747 72 57 15 South America 360 338 22 25 (3 ) Asia Pacific 413 426 (13 ) (13 ) Total $ 3,878 $ 3,716 $ 162 $ 88 $ — $ 74 Sales in the first six months of 2026 were $162 higher than 2025. Stronger international currencies increased sales by $88, principally due to a stronger euro, Brazilian real, South African rand and Thai baht, partially offset by a weaker India rupee. The organic sales increase of $74 primarily resulted from pricing actions and recoveries, including material commodity, tariff and inflationary costs adjustments, and the conversion of sales backlog, partially offset by lower medium/heavy-truck production volumes in North America and lower electric-vehicle product orders in Europe and Asia Pacific. Pricing actions and recoveries, including material commodity, tariff and inflationary costs adjustments, increased sales by $101. The North America organic sales increase of 3% was driven principally by net customer pricing, tariff and cost recovery actions and the conversion of sales backlog, partially offset by lower medium- and heavy-truck production volumes. First six months 2026 Class 8 and Classes 5-7 production were down 17% and 16%, respectively. Excluding currency effects, sales in Europe were up 2% compared to 2025, reflecting net customer pricing and cost recovery actions and a modest improvement in year-over-year first six months medium/heavy-truck production volumes. Excluding currency effects, sales in South America were down 1% compared to 2025, reflecting lower year-over-year medium/heavy-truck product sales. Excluding currency effects, sales in Asia Pacific decreased 3% reflecting lower electric vehicle-related product orders, partially offset by a modest improvement in year-over-year first-half medium/heavy-truck production volumes. 35 Table of Contents Cost of sales and gross margin — Cost of sales for the first six months of 2026 increased $39 when compared to 2025. Cost of sales as a percent of sales was 290 basis points lower than in the previous year. Incremental margins from cost reduction initiatives of $51, higher material cost savings of $47, operational efficiencies of $20, lower premium freight costs of $12, lower incentive compensation expense of $2 and favorable product mix were partially offset by tariff-related impacts of $50, non-material inflation of $49, commodity cost increases of $23, higher spending on electrification initiatives of $13 and higher warranty expense of $3. Commodity costs are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates. Gross margin of $379 for the first six months of 2026 increased $123 from 2025. Gross margin as a percent of sales was 9.8% in the first six months of 2026, 290 basis points higher than in 2025. The improvement in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above. Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days. The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries. Selling, general and administrative expenses (SG&A) — SG&A expenses in the first six months of 2026 were $206 (5.3% of sales) as compared to $204 (5.5% of sales) in the first six months of 2025. SG&A expenses were $2 higher in the first six months of 2026 primarily due to higher legal and professional services costs. Amortization of intangibles — Amortization expense was $3 in the first six months of 2026 and $4 in the first six months of 2025. See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information. Restructuring charges, net — Net restructuring charges were $15 in the first six months of 2026 and $13 in the first six months of 2025. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information. Other income (expense), net — The following table shows the major components of other income (expense), net. Six Months Ended June 30, 2026 2025 Non-service cost components of pension and OPEB costs $ (4 ) $ (4 ) Government assistance 1 4 Foreign exchange gain (loss) 11 (6 ) Strategic transaction expenses (20 ) (6 ) Gain on sale of property, plant and equipment 1 Electric vehicle program termination charges (59 ) Loss on divestiture of ownership interests (8 ) (7 ) Transition services income 18 Other, net 1 7 Other income (expense), net $ (60 ) $ (11 ) Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs, and other strategic initiatives. Strategic transaction expenses in 2026 were primarily attributable to the potential acquisition of Eaton's Mobility business. See Note 1 of our consolidated financial statements in Item 1 of Part I for additional information. During the first six months of 2026, we recorded $59 of charges, including impairment and loss on disposition of property, plant and equipment, associated with certain electric vehicle programs that were either cancelled by the customer or that have experienced a precipitous decline in program volumes. On January 1, 2026, we sold our Off-Highway business to Allison Transmission Holdings, Inc. (Allison). At closing, Dana entered into a transition services agreement and an engineering services agreement with Allison. Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months. See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information. On January 30, 2026, we sold our wholly-owned subsidiary Pi Innovo LLC, recognizing a $8 pre-tax loss on the transaction. On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $8 pre-tax loss on the transaction. See Note 18 to our consolidated financial statements in Item 1 of Part I for additional information. 36 Table of Contents Loss on extinguishment of debt — The $7 loss on extinguishment of debt is comprised of the write-off of deferred financing costs associated with purchases and redemptions of certain of our senior notes and the repayment of our Term A Facility during the first quarter of 2026. See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information. Interest income and interest expense — Interest income was $10 in the first six months of 2026 and $5 in the first six months of 2025. Interest expense decreased from $83 in the first six months of 2025 to $43 in the first six months of 2026, reflecting lower average outstanding borrowings. See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 6.4% in the first six months of 2026 and 5.6% in the first six months of 2025. Income tax expense — We reported income tax expense of $68 and $0 for the first six months of 2026 and 2025, respectively. Our effective tax rates were 124% and 0% for the first six months of 2026 and 2025, respectively. During the first six months of 2026, we recorded $12 of tax expense due to revisions in our assertions on unremitted earnings in foreign jurisdictions. During the first six months of 2025, we recorded a tax benefit of $19 due to a basis difference in a foreign subsidiary as a result of a change in tax status, $9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions and tax expense of $6 resulting from the sale of Dana's ownership interest in an equity method investment. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release, and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses. Equity in earnings of affiliates — Net earnings from equity investments was $9 in the first six months of 2026 and $25 in the first six months of 2025. Net earnings from Dongfeng Dana Axle Co., Ltd. (DDAC) were $7 in the first six months of 2026 and $4 in the first six months of 2025. On April 25, 2025, we sold our ownership interest in Axle India Limited, recognizing a $19 pre-tax gain on the transaction. See Note 18 of our consolidated financial statements in Item 1 of Part I for additional information. Net income from discontinued operations — Net income from discontinued operations was $1,095 in the first six months of 2026 and $90 in the first six months of 2025. The Off-Highway business sale transaction closed on January 1, 2026, with a $1,186 pre-tax gain being recognized in net income from discontinued operations during the first six months of 2026. The Off-Highway business's Mexican operations continue to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer. See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information. 37 Table of Contents Segment Results of Operations (2026 versus 2025) Light Vehicle Three Months Six Months Sales Segment EBITDA Segment EBITDA Margin Sales Segment EBITDA Segment EBITDA Margin 2025 $ 1,335 $ 112 8.4 % $ 2,548 $ 180 7.1 % Volume and mix 2 14 (7 ) 45 Performance 35 17 71 29 Currency effects 7 36 1 2026 $ 1,379 $ 143 10.4 % $ 2,648 $ 255 9.6 % Light Vehicle sales in the second quarter of 2026, exclusive of currency effects, were 3% higher than 2025 reflecting the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog partially offset by lower global electric-vehicle product orders. Year-over-year North America full-frame light-truck production increased 6% and light-truck production in South America and Asia Pacific increased 11% and 6%, respectively. Year-over-year light-truck production in Europe decreased 1%. Year-over-year light-vehicle engine production was flat in North America and Asia Pacific. Year-over-year light-vehicle engine production increased 2% in South America and decreased 7% in Europe. Net customer pricing and cost and tariff recovery actions increased year-over-year second quarter sales by $35. Light Vehicle sales in the first half of 2026, exclusive of currency effects, were 3% higher than 2025 reflecting the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog partially offset by lower global electric-vehicle product orders. Year-over-year North America full-frame light-truck production increased 6% and light-truck production in Europe, South America and Asia Pacific increased 3%, 10% and 5%, respectively. Year-over-year light-vehicle engine production was flat in North America and Asia Pacific. Year-over-year light-vehicle engine production increased 5% in South America and decreased 5% in Europe. Net customer pricing and cost and tariff recovery actions increased year-over-year first-half sales by $71. Light Vehicle second-quarter and first-half EBITDA increased $31 and $75, respectively, from the comparable periods of 2025. Higher sales volumes, favorable product mix and improved pricing on electric vehicle programs increased second-quarter EBITDA by $14. Favorable product mix and improved pricing on electric vehicle programs was partially offset by lower sales volumes, increasing first-half EBITDA by $45. The year-over-year performance-related earnings increase in the second quarter of 2026 was driven by net customer pricing and cost and tariff recovery actions of $35, higher material cost savings of $16, lower premium freight costs of $5, cost reduction initiatives of $3, lower incentive compensation expense of $3 and operational efficiencies, including lower corporate allocations resulting from cost reduction initiatives of $4. Partially offsetting these performance-related earnings increases were inflationary cost increases of $20, commodity cost increases of $11, higher tariff-related costs of $10, net foreign currency transaction losses of $7 and higher program launch costs of $1. The year-over-year performance-related earnings increase in the first half of 2026 was driven by net customer pricing and cost and tariff recovery actions of $71, higher material cost savings of $30, lower premium freight costs of $13, cost reduction initiatives of $8, lower incentive compensation expense of $3 and operational efficiencies, including lower corporate allocations resulting from cost reduction initiatives of $17. Partially offsetting these performance-related earnings increases were higher tariff-related costs of $46, inflationary cost increases of $39, commodity cost increases of $17, net foreign currency transaction losses of $7, higher warranty expense of $3 and higher program launch costs of $1. Commercial Vehicle Three Months Six Months Sales Segment EBITDA Segment EBITDA Margin Sales Segment EBITDA Segment EBITDA Margin 2025 $ 600 $ 47 7.8 % $ 1,168 $ 88 7.5 % Volume and mix 4 (4 ) (20 ) (8 ) Performance 10 23 30 45 Currency effects 17 2 52 6 2026 $ 631 $ 68 10.8 % $ 1,230 $ 131 10.7 % Commercial Vehicle sales in the second quarter of 2026, exclusive of currency effects, were 2% higher than 2025 reflecting a stronger Asia Pacific market, the conversion of sales backlog and net customer pricing and cost and tariff recovery actions, partially offset by a weakening North America market. Year-over-year Class 8 production in North America was down 8% while Classes 5-7 was down 10% in this year’s second quarter. Year-over-year medium/heavy-truck production in South America and Asia Pacific were up 6% and 12%, respectively, while Europe was down 3% in this year’s second quarter. Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $10 in this year’s second quarter. Commercial Vehicle sales in the first half of 2026, exclusive of currency effects, were 1% higher than 2025 reflecting a stronger Asia Pacific market, the conversion of sales backlog and net customer pricing and cost and tariff recovery actions, partially offset by a weakening North America market. Year-over-year Class 8 production in North America was down 17% while Classes 5-7 was down 16% in this year's first half. Year-over-year medium/heavy-truck production in Europe, South America and Asia Pacific were up 3%, 1% and 11%, respectively. Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $30 in this year's first half. Commercial Vehicle second-quarter and first-half 2026 segment EBITDA increased $21 and $43, respectively, from the comparable periods of 2025. The EBITDA benefit of higher sales volumes was offset by unfavorable product mix in the second quarter of 2026. Lower sales volumes decreased year-over-year earnings by $8 (40% decremental margin) in the first half of 2026. Unfavorable product mix in the first half of 2026 contributed to the decremental margin. The year-over-year performance-related earnings increase in the second quarter of 2026 was driven by net customer pricing and cost and tariff recovery actions of $10, net tariff refunds of $10, higher material cost savings of $8, cost reduction initiatives of $3, net foreign currency transaction gains of $3, lower incentive compensation expense of $2 and operational efficiencies, including lower corporate allocations resulting from cost reduction initiatives of $7. Partially offsetting these performance-related earnings increases were higher spending on electrification initiatives of $7, inflationary cost increases of $5, commodity cost increases of $4, higher premium freight costs of $3 and higher warranty expense of $1. The year-over-year performance-related earnings increase in the first half of 2026 was driven by net customer pricing and cost and tariff recovery actions of $30, higher material cost savings of $17, cost reduction initiatives of $6, net foreign currency transaction gains of $3, lower incentive compensation expense of $1, lower program launch costs of $1 and operational efficiencies, including lower corporate allocations resulting from cost reduction initiatives of $20. Partially offsetting these performance-related earnings increases were higher spending on electrification initiatives of $13, inflationary cost increases of $9, commodity cost increases of $6, higher tariff-related costs of $4 and higher premium freight costs of $1. 38 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA We have defined adjusted EBITDA as net income (loss) from continuing operations before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits (OPEB) 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. The following table provides a reconciliation of net income (loss) from continuing operations to adjusted EBITDA. Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net income (loss) from continuing operations $ 11 $ (12 ) $ (4 ) $ (29 ) Equity in earnings of affiliates 6 23 9 25 Income tax expense 54 10 68 Earnings (loss) from continuing operations before income taxes 59 (25 ) 55 (54 ) Depreciation and amortization 84 92 171 177 Restructuring charges, net 9 11 15 13 Interest expense, net 17 41 33 78 Loss on extinguishment of debt 7 Loss on divestiture of ownership interests 7 8 7 Electric vehicle program termination charges 8 64 Foreign currency gain on unhedged intercompany loans (2 ) (23 ) Supplier capacity charge adjustment (19 ) Other* 32 21 48 38 Adjusted EBITDA $ 207 $ 147 $ 378 $ 240 * Other includes stock compensation expense, non-service cost components of pension and OPEB costs, strategic transaction expenses and other items. See Note 17 to our consolidated financial statements in Item 1 of Part I for additional details. Adjusted Free Cash Flow We have defined adjusted free cash flow as cash provided by (used in) operating activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for purchases of leased facilities plus cash paid for Off-Highway business divestiture and Eaton Mobility business acquisition related activities. We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Adjusted free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by operating activities reported in accordance with GAAP. Adjusted free cash flow may not be comparable to similarly titled measures reported by other companies. The following table reconciles net cash flows provided by (used in) operating activities to adjusted free cash flow. Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net cash provided by (used in) operating activities $ 109 $ 32 $ (86 ) $ (5 ) Purchases of property, plant and equipment - Continuing operations (142 ) (37 ) (204 ) (104 ) Purchases of property, plant and equipment - Discontinued operations (1 ) (14 ) (1 ) (22 ) Proceeds from sale of property, plant and equipment - Continuing operations 1 2 11 Cash paid for purchase of leased facilities 88 88 Cash paid for Off-Highway business divestiture related activities 13 12 74 12 Adjusted free cash flow $ 68 $ (7 ) $ (127 ) $ (108 ) 39 Table of Contents Liquidity The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at June 30, 2026: Cash and cash equivalents $ 331 Additional cash availability from Revolving Facility 1,140 Total liquidity $ 1,471 We had availability of $1,140 at June 30, 2026 under our Revolving Facility after deducting $10 of outstanding letters of credit. The components of our June 30, 2026 consolidated cash balance were as follows: U.S. Non-U.S. Total Cash and cash equivalents $ — $ 248 $ 248 Cash and cash equivalents held at less than wholly-owned subsidiaries 1 82 83 Consolidated cash balance $ 1 $ 330 $ 331 A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes. Several countries have local regulatory requirements that restrict the ability of our operations to repatriate this cash. Beyond these restrictions, there are practical limitations on repatriation of cash from certain subsidiaries because of the resulting tax withholdings and subsidiary by-law restrictions which could limit our ability to access cash and other assets. At June 30, 2026, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and our senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types. The incurrence-based covenants in the Revolving Facility permit us to, among other things, (i) issue foreign subsidiary indebtedness, (ii) incur general secured indebtedness subject to a pro forma first lien net leverage ratio not to exceed 1.50:1.00 in the case of first lien debt and a pro forma secured net leverage ratio of 2.50:1.00 in the case of other secured debt and (iii) incur additional unsecured debt subject to a pro forma total net leverage ratio not to exceed 3.50:1.00, tested at the time of incurrence. We may also make dividend payments in respect of our common stock as well as certain investments and acquisitions subject to a pro forma total net leverage ratio of 2.75:1.00. In addition, the Revolving Facility is subject to a financial covenant requiring us to maintain a first lien net leverage ratio not to exceed 2.00:1.00. The indentures governing the senior notes include other incurrence-based covenants that may subject us to additional specified limitations. From time to time, depending upon market, pricing and other conditions, as well as our cash balances and liquidity, we may seek to acquire our senior notes or other indebtedness through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash, securities or other consideration. In addition, we may enter into sale-leaseback transactions related to certain of our real estate holdings and factor receivables. There can be no assurance that we will pursue any such transactions in the future, as the pursuit of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our financing and governance documents. On June 10, 2026, we became a party to a $2,600 bridge facility (the Bridge Facility). The Bridge Facility serves as a backstop to certain contemplated financing transactions associated with Dana's intended acquisition of Eaton's Mobility business. See Note 1 of our consolidated financial statements in Item 1 of Part I for additional information. The Bridge Facility may be drawn upon only if the acquisition transaction closes. Availability under the Bridge Facility is subject to reduction to the extent contemplated financing transactions are completed prior to the acquisition transaction closing. See Note 10 of our consolidated financial statements in Item 1 of Part I for additional information. On July 1, 2026, we issued notices of conditional full redemption with a redemption date of July 31, 2026, for all of our outstanding July 2031 Notes at a redemption price equal to 104.25% plus accrued and unpaid interest. On July 10, 2026, we amended our credit and guaranty agreement to include a $500 Term A Facility. Borrowings under the Term A Facility bear interest at a floating rate based on Term Secured Overnight Financing Rate (SOFR) (as described in the credit agreement) plus a margin. The Term A Facility matures 364 days from the date of the first draw on the Term A Facility. We are required to make quarterly installments on the Term A Facility on the last day of each quarter commencing on December 31, 2026 in an amount equal to 10% of the original amount borrowed adjusted for any prepayments. On July 28, 2026, we fully drew the Term A Facility. On July 31, 2026, we redeemed all of our outstanding July 2031 Notes. The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on hand and (iii) borrowings from our Revolving Facility. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we believe it is unlikely that any such effects would preclude us from maintaining sufficient liquidity. 40 Table of Contents Cash Flow The following table summarizes our consolidated statement of cash flows: Six Months Ended June 30, 2026 2025 Net cash used in operating activities $ (86 ) $ (5 ) Net cash provided by (used in) investing activities 2,321 (60 ) Net cash provided by (used in) financing activities (2,368 ) 1 Net decrease in cash, cash equivalents and restricted cash $ (133 ) $ (64 ) Operating activities — Exclusive of working capital, other cash provided by continuing operations was $211 in 2026 and $171 in 2025. The year-over-year improvement is primarily attributable to the impact of higher year-over-year operating earnings from continuing operations. Continuing operations working capital used cash of $221 and $202 in 2026 and 2025, respectively. Cash of $321 and $134 was used to finance receivables in 2026 and 2025, respectively. Cash of $32 and $48 was provided by lower inventory levels in 2026 and 2025, respectively. Increases in accounts payable and other net liabilities provided cash of $68 in 2026, while decreases in accounts payable and other net liabilities used cash of $116 in 2025. The Off-Highway business sale transaction closed on January 1, 2026. The Off-Highway business's Mexican operations continue to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer. Operating activities of discontinued operations used cash of $76 in 2026 and generated cash of $26 in 2025. The use of cash in 2026 is primarily due cash paid for Off-Highway related divestiture activities. Investing activities — Expenditures for property, plant and equipment by continuing operations were $204 and $104 in 2026 and 2025, respectively. The elevated level of capital spending in 2026 is primarily due to the purchase of three U.S. manufacturing facilities that were previously leased. Investing activities of discontinued operations provided cash of $2,528 in 2026 and used cash of $22 in 2025. The Off-Highway business sale transaction closed on January 1, 2026, with only the Off-Highway business's Mexican operations continuing to be presented as discontinued operations, as those operations have not yet legally transferred to the buyer. We received net cash proceeds of $2,529 during 2026 on the sale of the Off-Highway business to Allison. Financing activities — During 2026, we had net payments on our Revolving Facility of $390 and we repaid the $225 outstanding balance on the Term A Facility. During 2025, we had net borrowings on our Revolving Facility of $525. During 2026, we purchased $138 of our November 2027 Notes, $142 of our June 2028 Notes, €141 of our July 2029 Notes ($164 as of January 7, 2026), $173 of our September 2030 Notes, €9 of our July 2031 Notes ($10 as of January 7, 2026) and $152 of our February 2032 Notes. Also during 2026, we redeemed $262 of our November 2027 Notes and $258 of our June 2028 Notes. During 2025, we redeemed the remaining $200 of our April 2025 Notes. We used cash of $26 and $29 for dividend payments to common stockholders during 2026 and 2025, respectively. We used cash of $169 and $257 to repurchase 5,664,914 common shares and 14,607,283 common shares under our share repurchase during 2026 and 2025, respectively. Distributions to noncontrolling interests totaled $2 and $3 in 2026 and 2025, respectively. During 2026, we paid Hydro-Québec $190 to acquire their 45% mandatorily redeemable noncontrolling interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC. 41 Table of Contents Off-Balance Sheet Arrangements There have been no material changes at June 30, 2026 in our off-balance sheet arrangements from those reported or estimated in the disclosures in Item 7 of our 2025 Form 10-K. Contractual Obligations During the second quarter of 2026, the Company modified an operating lease, resulting in a reassessment and reclassification of the lease as a finance lease. At the modification date, the carrying amounts of the operating lease right-of-use asset and lease liability were $62 million and $57 million, respectively. Following remeasurement, the Company recognized a finance lease right-of-use asset of $103 million and a finance lease liability of $98 million. There have been no other material changes in our contractual obligations from those disclosed in Item 7 of our 2025 From 10-K. Contingencies For a summary of litigation and other contingencies, see Note 12 to our consolidated financial statements in Item 1 of Part I. Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued that may result from these contingencies will have a material adverse effect on our liquidity, financial condition or results of operations. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to use estimates and make judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. See Item 7 in our 2025 Form 10-K for a description of our critical accounting estimates and Note 1 to our consolidated financial statements in Item 8 of our 2025 Form 10-K for our significant accounting policies. There were no changes to our critical accounting estimates in the six months ended June 30, 2026. See Note 1 to our consolidated financial statements in this Form 10-Q for a discussion of new accounting guidance adopted during the first six months of 2026.