[8-K] Allison Transmission Holdings Inc Reports Material Event

Rhea-AI Filing Summary

Allison Transmission Holdings, Inc. announced that its subsidiary, Allison Transmission, Inc., is seeking to amend its credit agreement to add a senior secured first-lien incremental term loan facility of $1.2 billion. The company intends to use borrowings from this facility, together with its revolving credit facility and cash on hand, to finance the previously announced acquisition of Dana Incorporated’s off-highway business and to pay related fees and expenses.

The company cautioned that there can be no assurance it will be able to enter into the amendment on favorable terms or at all. Allison also made portions of a lender presentation available to prospective lenders as Exhibit 99.1.

Insights

Credit markets analyst

$1.2B term loan sought to fund Dana off-highway acquisition.

Allison Transmission is pursuing a senior secured first-lien incremental term loan facility of $1.2 billion via a credit agreement amendment. The stated purpose is to finance the acquisition of Dana Incorporated’s off-highway business and cover related fees, alongside the revolving credit facility and cash on hand.

This is a financing step rather than a closed transaction, and the company notes there is no assurance the amendment will be entered into on favorable terms or at all. The capital structure impact will depend on final pricing, tenor, and covenants of the incremental facility, which are not provided in the excerpt.

Key items to track are the execution of the credit agreement amendment and any subsequent disclosure of financing terms. Portions of the lender presentation are furnished as Exhibit 99.1.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Allison Transmission Holdings Inc false 0001411207 0001411207 2025-10-30 2025-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 30, 2025

ALLISON TRANSMISSION HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-35456		26-0414014
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Allison Way, Indianapolis, Indiana		46222
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 242-5000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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, $0.01 par value		ALSN		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 17 CFR (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 7.01 Regulation FD Disclosure.

On October 30, 2025, Allison Transmission Holdings, Inc. (the “Company”) announced that Allison Transmission, Inc. (“ATI”), the Company’s wholly owned subsidiary, is seeking to enter into an amendment (the “Credit Agreement Amendment”) to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, as amended October 11, 2019, November 19, 2020, February 28, 2023 and March 13, 2024, among ATI, as borrower, the Company, Citibank, N.A., as administrative agent, Citicorp North America, Inc., as collateral agent, and the other lenders and letter of credit issuers party thereto, which, among other things, provides for a senior secured first-lien incremental term loan facility (the “Incremental Term Facility”) in an aggregate principal amount equal to $1.2 billion.

To the extent the Company elects to proceed with the entry into the Credit Agreement Amendment, the Company intends to use the net proceeds from borrowings under the Incremental Term Facility and its revolving credit facility, together with cash on hand and other potential sources, to finance the consummation of the Company’s previously announced acquisition of the off-highway business of Dana Incorporated and to pay related fees and expenses. There can be no assurance that ATI will be able to enter into the Credit Agreement Amendment on terms and conditions favorable to it or at all.

The Company is making available certain portions of a lender presentation to be used in discussions with prospective lenders under the Incremental Term Facility, which portions are attached hereto as Exhibit 99.1.

This Current Report on Form 8-K, including the information contained in Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including expectations regarding consummation of the Company’s previously announced acquisition of the off-highway business of Dana Incorporated, the ability to enter into the Credit Agreement Amendment on terms and conditions favorable to it or at all, and the expected use of proceeds to finance the acquisition. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, that the acquisition may not be completed in a timely manner or at all, that the financing intended to fund the acquisition, including the Credit Agreement Amendment, may not be obtained, and general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and the Company undertakes no obligation to revise or update any forward-looking statements, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Portions of the Lender Presentation related to the Incremental Term Facility.
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.

				Allison Transmission Holdings, Inc.
Date: October 30, 2025
				By:		/s/ Eric C. Scroggins
				Name:		Eric C. Scroggins
				Title:		Vice President, General Counsel and Secretary