Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021     Dana Incorporated (Exact name of registrant as specified in its charter)       Delaware   1-1063   26-1531856 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number) 3939 Technology Drive , Maumee , Ohio 43537 (Address of principal executive offices) (Zip Code)   (419) 887-3000   (Registrant’s telephone number, including area code)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $.01 par value   DAN   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 1.01 Entry into a Material Definitive Agreement. On March 25, 2021, Dana Incorporated (“ Dana ”) entered into Amendment No. 5 to Credit and Guaranty Agreement and Amendment No. 3 to Security Agreement (the “ Fifth Amendment ”), among Dana, as a borrower, Dana International Luxembourg S.à r.l., a private limited liability company ( société à responsabilité limitée ) incorporated under the laws of the Grand Duchy of Luxembourg (“ DIL ”), as a borrower, certain domestic subsidiaries of Dana party thereto (the “ Guarantors ”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “ Agent ”). The Fifth Amendment amends (i) the Credit and Guaranty Agreement, dated as of June 9, 2016 (as amended from time to time, the “ Credit Agreement ”), among Dana and DIL, as borrowers, the Guarantors from time to time party thereto, the lenders from time to time party thereto and the Agent and (ii) the Security Agreement, dated as of June 9, 2016 (as amended from time to time, the “ Security Agreement ”), among Dana, the Guarantors and the Agent. The Fifth Amendment, among other things, increases the committed principal amount under the revolving facility under the Credit Agreement (the “ Revolving Facility ”) by $150 million to an aggregate committed principal amount of $1,150 million, and extends the maturity under the Revolving Facility by approximately one and a half years to March 2026. The description above is a summary of the Fifth Amendment and is qualified in its entirety by the complete text of the Fifth Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.   Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above, under Item 1.01, is incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is filed with this report.   Exhibit No.    Description 10.1    Amendment No. 5 to Credit and Guaranty Agreement and Amendment No. 3 to Security Agreement, dated as of March 25, 2021, among Dana Incorporated, Dana International Luxembourg S.à.r.l., the guarantors party thereto, Citibank, N.A. as administrative agent and collateral agent, and the lenders party thereto. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       DANA INCORPORATED Date: March 29, 2021     By:   /s/ Douglas H. Liedberg     Name:   Douglas H. Liedberg     Title:   Senior Vice President, General Counsel and Secretary