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  4. [Form 4] Allison Transmission Holdings Inc Insider Trading Activity

CEO at Allison (NYSE: ALSN) converts PSUs, surrenders shares for tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Allison Transmission Holdings Inc Chair, President and CEO David S. Graziosi exercised 78,893 Performance Stock Units on February 28, 2026, converting them into the same number of common shares at a stated price of $0.00 per share.

The company then withheld 34,713 common shares at $125.30 per share to cover tax obligations related to the PSU vesting. After these transactions, Graziosi directly owned 304,843 shares of Allison common stock.

Positive

  • None.

Negative

  • None.
Insider Graziosi David S.
Role Chair, President and CEO
Type Security Shares Price Value
Exercise Performance Stock Units 78,893 $0.00 $0.00
Exercise Common Stock 78,893 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 34,713 $125.30 $4.35M
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Common Stock — 304,843 shares (Direct)
Footnotes (2)
  1. F1. Settlement of performance-based restricted stock units ("PSUs") granted on February 22, 2023. Each PSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock.
  2. F2. Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of PSUs.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Allison Transmission (ALSN) report for David S. Graziosi?
Allison Transmission reported that CEO David S. Graziosi exercised 78,893 Performance Stock Units into common shares, then had 34,713 shares withheld to satisfy tax obligations. Following these equity-compensation related transactions, he directly held 304,843 shares of Allison common stock.

Were the Allison Transmission (ALSN) insider transactions open-market buys or sells?
The reported transactions were not open-market trades. Graziosi converted 78,893 Performance Stock Units into common stock and then surrendered 34,713 shares to cover taxes on the vesting, as indicated by the tax-withholding transaction coded “F” and related footnote.

How many Allison Transmission (ALSN) shares does the CEO own after these Form 4 transactions?
After the reported equity transactions, David S. Graziosi directly owns 304,843 shares of Allison Transmission common stock. This figure reflects the PSU conversion into common shares and the subsequent share withholding to satisfy tax obligations on the vesting event.

What do the Performance Stock Unit (PSU) transactions mean for Allison Transmission (ALSN)?
The PSU transactions reflect the settlement of performance-based restricted stock units granted on February 22, 2023. Each PSU converted into one common share, showing routine executive equity compensation rather than discretionary market buying or selling of Allison Transmission stock.

At what price were shares withheld for taxes in the Allison Transmission (ALSN) Form 4?
Allison Transmission withheld 34,713 common shares at a price of $125.30 per share to satisfy tax withholding obligations tied to the vesting of Performance Stock Units, according to the transaction details and the accompanying explanatory footnote.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Graziosi David S.
(Last) (First) (Middle)
C/O ALLISON TRANSMISSION HOLDINGS, INC.
ONE ALLISON WAY
(Street)
INDIANAPOLIS IN 46222
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ ALSN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chair, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/28/2026 M 78,893 A (1) 339,556 D
Common Stock 02/28/2026 F 34,713(2) D $125.3 304,843 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (1) 02/28/2026 M 78,893 (1) (1) Common Stock 78,893 $0 0 D
Explanation of Responses:
1. Settlement of performance-based restricted stock units ("PSUs") granted on February 22, 2023. Each PSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock.
2. Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of PSUs.
/s/ Preston B. Ray, attorney-in-fact 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR