Exhibit 1

BLOCK TRADE PURCHASE AGREEMENT

June 17, 2025

14,286,505 shares of Common Stock of Dana Inc.

This agreement (this “Agreement”) dated June 17, 2025 (i) sets out the terms under which Dana Incorporated (“Dana”, the “Issuer” or “Buyer”) will purchase 14,286,505 shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”) of the Issuer from Icahn Partners Masters Fund LP and Icahn Partners LP (each, a “Seller”, and collectively, “Sellers”) and (ii) terminates in its entirety (except for the provisions thereof that expressly survive pursuant to this Agreement) the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as of January 7, 2022 and amended as of January 23, 2025, between Dana and the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group).

1.	Purchase and Sale

Subject to the terms and conditions of the Agreement, each Seller agrees as legal and beneficial owner to sell all of the Shares held by it, free of all liens, charges or other encumbrances (other than those that may exist pursuant to the organizational documents of the Issuer or those arising under applicable securities laws) and Buyer agrees to purchase (the “Repurchase”) and pay for the Shares at a price of $17.58 per Share for a total consideration of $251,156,757.90 (the “Purchase Price”).

Closing

(a)

On June 18, 2025 (the “Closing Date”), Buyer shall pay to Sellers the Purchase Price for the Shares by transfer to Sellers to one or more accounts designated and beneficially owned by Sellers on the Closing Date. Each Seller shall transfer the Shares held by it to an account designated by Buyer. Such delivery shall be effected by Sellers by providing Buyer with either (a) proof that it has initiated a DWAC deposit through the DTC system to an account designated by Buyer, or (b) duly executed instruments of transfer or assignment (with all necessary and appropriate medallion guaranties), no later than 12:00 p.m., New York City time, on the Closing Date, and by Buyer then upon receipt of such proof promptly providing evidence to Seller that it has initiated a wire of the Purchase Price to one or more accounts designated and beneficially owned by Sellers.

(b)

Each Seller undertakes with Buyer that such Seller will bear and pay any stamp or other duties or taxes on or in connection with the sale and transfer of the Shares to be sold by such Seller and the execution and delivery of this Agreement and any other tax payable by such Seller in connection with the transactions contemplated hereby.

Expenses

(a)

Sellers and Buyer shall bear their own legal costs (if any) and all their other out-of-pocket expenses (if any).

4.	Representations, Warranties and Covenants

(a)

Each Seller represents and warrants to Buyer as follows:

(i)

that as of the date hereof, other than the shares of Common Stock listed on Schedule B hereto, neither such Seller nor any of its affiliates holds any shares of Common Stock or any securities convertible into or exchangeable for or carrying rights to acquire Common Stock,

(ii)

that such Seller is the holder and legal and beneficial owner of the Shares listed next to its name on Schedule B hereto free from all liens, charges and other encumbrances (other than those that may exist pursuant to the organizational documents of the Issuer or those arising under applicable securities laws),

(iii)

that such Seller has the power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, such Shares,

(iv)

that the execution, delivery and performance of this Agreement has been duly authorized by such Seller and upon execution and delivery of the Agreement by the Buyer and such Seller will constitute a legal, valid and binding obligation of such Seller,

(v)

that the execution, delivery and performance of this Agreement by such Seller (a) will not infringe any law or regulation applicable to such Seller and (b) is not and will not be contrary to the provisions of the constitutional documents of such Seller and (c) and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which such Seller is a party or by which it or its property is bound, except in the case of (a) and (c) for such that would not, individually or in the aggregate, result in a material adverse effect on such Seller’s ability to enter into and consummate the transactions contemplated by, this Agreement,

(vi)

so far as such Seller is aware, that there are no restrictions (contractual or otherwise) prohibiting or otherwise affecting the sale or transfer of such Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and

(vii)

that all consents and approvals of any court, government department or other regulatory body required by such Seller for the offering of such Shares

and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect.

(viii)

Seller acknowledges and agrees that neither Buyer nor any of its representatives has made or will be deemed to have made (and the Seller is not relying on) any express or implied representation or warranty regarding the transactions contemplated by this Agreement, either written or oral, except as expressly set forth in Section 4(b) of this Agreement.

(b)

Buyer represents and warrants to each Seller as follows:

(i)

that Buyer has the power and authority to purchase the Shares held by such Seller hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, such Shares,

(ii)

that the execution, delivery and performance of this Agreement has been duly authorized by Buyer and upon execution and delivery of the Agreement by the Buyer and the Sellers will constitute a legal, valid and binding obligation of Buyer, Buyer has taken all such actions as are required to cause the exemption of the transaction contemplated hereby under Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended,

(iii)

that the execution, delivery and performance of this Agreement by Buyer (a) will not infringe any law or regulation applicable to Buyer and (b) is not and will not be contrary to the provisions of the constitutional documents of Buyer and (c) and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which Buyer is a party or by which it or its property is bound, except in the case of (a) and (c) for such that would not, individually or in the aggregate, result in a material adverse effect on Buyer’s ability to enter into and consummate the transactions contemplated by, this Agreement,

(iv)

so far as the Buyer is aware, that there are no restrictions (contractual or otherwise) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and

(v)

that all consents and approvals of any court, government department or other regulatory body required by Buyer for the purchase of the Shares and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect.

(vi)

Buyer acknowledges and agrees that neither the Sellers nor any of their respective representatives has made or will be deemed to have made (and the Buyer is not relying on) any express or implied representation or warranty regarding the transactions contemplated by this Agreement, either

written or oral, except as expressly set forth in Section 4(a) of this Agreement.

(c)

Sellers (jointly and severally), on the one hand, and Buyer, on the other hand, each covenant with each other that it will keep the other party indemnified against any losses, liabilities, taxes, costs, claims, actions and demands which it may incur, or which may be made against it as a result of in relation to any actual or alleged misrepresentation in or breach of any of the above representations, warranties or covenants and will reimburse the other party for all reasonable and documented costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim; provided, however, that in no event shall any indemnity under this Section 4(e) exceed the net proceeds from the sale of the Shares received by such Seller pursuant to this Agreement.

(d)

The above representations, warranties and indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or Sellers or completion of this Agreement until the date that is eighteen months after the Closing Date. Notwithstanding anything that may be expressed or implied in this Agreement, each party hereto acknowledges and agrees that, other than Sellers and Buyer, as applicable, solely to the extent provided herein, no recourse under this Agreement shall be had against any former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, equity owners, controlling persons or affiliates of any Seller or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, equity owner, or controlling person of any of the foregoing, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “No Recourse Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse Party for any obligation of Sellers or the Buyer, as applicable, under this Agreement or any agreements, documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

5.	Conditions to Closing

The obligations of each of Buyer and Sellers hereunder shall be subject, to the condition that all representations and warranties and other statements of the other party are, and as of the Closing Date will be, true and accurate in all respects.

6.	Withholding

Notwithstanding any other provision in this Agreement, Buyer and any other applicable withholding agent shall have the right to deduct and withhold any required taxes from any payments to be made hereunder. Sellers acknowledge that Buyer shall be required under applicable law to withhold on payments made under this Agreement and remit payments

to the applicable tax authority to the extent that Seller does not provide to Buyer (x) a duly completed and executed IRS Form W-9 or (y) a duly completed and executed appropriate IRS Form W-8 establishing a complete exemption from withholding. To the extent that amounts are so withheld and remitted to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the applicable Seller or any other recipient of payment in respect of which such deduction and withholding was made.

7.	Law and Jurisdiction

This Agreement is governed by the laws of the State of New York as applied to contracts to be performed wholly within the State of New York. Each party hereto irrevocably submits to the extent permitted under applicable law to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, State of New York. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement. Each party certifies (i) that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of any such suit, action or proceeding and (ii) acknowledges that it and the other party have entered into this Agreement, in reliance on, among other things, the mutual waivers and certifications in this section.

8.	Notices and Integration

This Agreement shall reflect the entire agreement between the parties, and there are no other terms other than those reflected in it, whether based on email or oral communications.

Any notice or notification in any form to be given by Sellers is to be sent by facsimile or electronic transmission, addressed to the Buyer and using the following address and facsimile number or email address, as applicable:

Notice for the Buyer:

Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537
Attention: Doug Liedberg

doug.liedberg@dana.com

With copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: David Huntington, Esq., Scott A. Barshay, Esq., Kyle T.
Seifried, Esq.

dhuntington@paulweiss.com, sbarshay@paulweiss.com,
kseifried@paulweiss.com

Any such notice shall take effect at the time of dispatch.

9.	Miscellaneous

(a)

Time shall be of the essence of this Agreement.

(b)

The heading to each clause is included for convenience only and shall not affect the construction of this Agreement.

(c)

In the event any provision of this Agreement is found to be or becomes invalid or unenforceable, no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid or unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original.

10.	Termination of the Nomination Agreement

(a)

Brett Icahn and Christian Garcia shall resign from the board of directors of Dana (the “Board”) effective as of no later than the closing of the Repurchase on the Closing Date.

(b)

The members of the Icahn Group, on the one hand, and Dana, on the other hand, hereby agree that, effective as of the closing of the Repurchase on the Closing Date, the Nomination Agreement shall be terminated and of no further force or effect (provided, for the avoidance of doubt, that the Confidentiality Agreement, dated as of January 7, 2022, between Dana and the other parties thereto, shall remain in full force and effect in accordance with its terms).

(c)

The members of the Icahn Group, on the one hand, and Dana, on the other hand, hereby agree that following the execution and delivery of this Agreement by the parties, (i) Dana will file with the SEC a Current Report on Form 8-K in respect of this Agreement, and, prior to the filing thereof, the Company shall provide the Icahn Group and its counsel a reasonable opportunity to review and comment on such Form 8-K, and (ii) the Icahn Group will file with the SEC an amendment to the Icahn Schedule 13D in respect of this Agreement, and prior to the filing thereof, the Icahn Group shall provide the Company and its counsel a reasonable opportunity to review and comment on such amendment. Other than as set forth herein, neither party shall issue a press release relating to this Agreement.

(d)

Sections 9 through 18 of the Nomination Agreement shall apply to the terms set forth in Section 10 of this Agreement, mutate mutandis.

[The remainder of this page was intentionally left blank]

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Upon acceptance by you this Agreement and such acceptance shall constitute a binding agreement between Buyer and the applicable Seller, and for purposes of Section 10 hereof, between Buyer and the members of the Icahn Group.


	Yours faithfully,

	DANA INCORPORATED


	By:	/s/ Douglas H. Liedberg
		Name: Douglas H. Liedberg
		Title: Senior Vice President, General
		Counsel & Secretary


	For purposes of the Agreement (other than
	Section 10):

	Agreed to and accepted by Sellers:


	ICAHN PARTNERS MASTER FUND LP




	By:	/s/ Jesse Lynn
		Name: Jesse Lynn
		Title: Chief Operating Officer


	ICAHN PARTNERS LP



	By:	/s/ Jesse Lynn
		Name: Jesse Lynn
		Title: Chief Operating Officer


	For the purposes of Section 10 of the
	Agreement:

	Agreed to and accepted by the members of
	the Icahn Group:


	ICAHN PARTNERS LP
	ICAHN ONSHORE LP
	ICAHN PARTNERS MASTER FUND LP
	ICAHN OFFSHORE LP
	ICAHN CAPITAL LP


	By:	/s/ Jesse Lynn
		Name: Jesse Lynn
		Title: Chief Operating Officer

IPH GP LLC
		By: Icahn Enterprises Holdings L.P.,
		its sole member
		By: Icahn Enterprises G.P. Inc., its
		general partner
ICAHN ENTERPRISES HOLDINGS L.P.
		By: Icahn Enterprises G.P. Inc., its
		general partner
ICAHN ENTERPRISES G.P. INC.

By:	/s/ Ted Papapostolou
	Name: Ted Papapostolou
	Title: Chief Financial Officer


	BECKTON CORP.


	By:	/s/ Ted Papapostolou
		Name: Ted Papapostolou
		Title: Vice President


	/s/ Carl C. Icahn
	CARL C. ICAHN

[Dana - Icahn: Block Repurchase Agreement]



	/s/ Brett Icahn
	BRETT ICAHN


	/s/ Christian Garcia
	CHRISTIAN GARCIA

Schedule A

CARL C. ICAHN

BRETT ICAHN

CHRISTIAN GARCIA

ICAHN PARTNERS LP

ICAHN PARTNERS MASTER FUND LP

ICAHN ENTERPRISES G.P. INC.

ICAHN ENTERPRISES HOLDINGS L.P.

IPH GP LLC

ICAHN CAPITAL LP

ICAHN ONSHORE LP

ICAHN OFFSHORE LP

BECKTON CORP.

Schedule B

Ownership of Common Stock

Record Owner	Shares of Common Stock
Icahn Partners Masters Fund LP	5,936,147
Icahn Partners LP	8,350,358