ICAHN CARL C → DANA INC DAN

Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: On January 23, 2025, the Reporting Persons, Messrs. Gary Hu, Steven Miller, Brett Icahn, and Christian Garcia enter into an Amendment (the "Amendment") to the Director Appointment and Nomination Agreement, dated as of January 7, 2022, by and among the Reporting Persons and the Issuer (the "Nomination Agreement"). Pursuant to the terms, and subject to the conditions of, the Amendment, each of Messrs. Hu and Miller resigned as members of the Board of Directors effective as of January 23, 2025. Each of Messrs. Brett Icahn and Garcia have been appointed to fill the vacancies created by the resignations of Messrs. Hu and Miller. The Issuer has agreed to nominate each of Messrs. Brett Icahn and Garcia, in their capacity as Icahn Designees, for election at the Issuer's 2025 annual meeting of stockholders. Pursuant to the terms of the Amendment, the Reporting Persons have agreed to a "standstill" to not take certain actions (i) until 30 days prior to the director nomination deadline for the Issuer's 2027 annual meeting of stockholders if certain business objectives are met and the Issuer nominates both Icahn Designees (or any replacement designees) for re-election at the Issuer's 2026 annual meeting of stockholders or (ii) until 30 days prior to the director nomination deadline for the Issuer's 2026 annual meeting of stockholders if certain business objectives are not met. Subject to the terms of the Amendment, the Icahn Designees will also be entitled to serve on existing and new committees of the Board. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is included hereto as Exhibit 3.