Allison CEO RSUs Vest; Shares Withheld for Taxes

Allison Transmission Holdings Chair, President and CEO David S. Graziosi settled previously granted equity awards into common stock.

Rhea-AI Filing Summary

Allison Transmission Holdings Chair, President and CEO David S. Graziosi settled previously granted equity awards into common stock. On February 22, 2026, 10,474 restricted stock units and 240 dividend equivalent rights granted in 2024, and 13,418 restricted stock units and 561 dividend equivalent rights granted in 2023, converted into common shares. In a related step, 10,502 common shares were withheld by the company to satisfy tax withholding obligations on the vesting of these awards, leaving him with 260,663 directly held common shares.

Insider Trade Summary

24,693 shares exercised/converted

Exercise 9 txns

Insider Graziosi David S.

Role Chair, President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	10,474	$0.00	$0.00
Exercise	Dividend Equivalent Rights	240	$0.00	$0.00
Exercise	Restricted Stock Units	13,418	$0.00	$0.00
Exercise	Dividend Equivalent Rights	561	$0.00	$0.00
Exercise	Common Stock	10,474	$0.00	$0.00
Exercise	Common Stock	240	$0.00	$0.00
Exercise	Common Stock	13,418	$0.00	$0.00
Exercise	Common Stock	561	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,502	$118.85	$1.25M

Holdings After Transaction: Restricted Stock Units — 10,474 contracts (Direct); Dividend Equivalent Rights — 376 contracts (Direct); Common Stock — 260,663 shares (Direct)

Footnotes (4)

1. F1. Settlement of restricted stock units ("RSUs") granted on February 22, 2024. Each RSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock.
2. F2. Settlement of dividend equivalent rights ("DERs"). The DERs accrued when and as dividends were paid on ALSN common stock and vest proportionately with the RSU to which they relate. Each DER is the economic equivalent of one share of ALSN common stock.
3. F3. Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of RSUs and DERs.
4. F4. Settlement of RSUs granted on February 22, 2023. Each RSU represents a contingent right to receive one share of ALSN common stock.

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Accepted by SEC EDGAR 02/24/2026 - 04:00 PM EST Learn about SEC filing dates

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
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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)
02/22/2026

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	02/22/2026		M		10,474	A	(1)	256,946	D
Common Stock	02/22/2026		M		240	A	(2)	257,186	D
Common Stock	02/22/2026		M		13,418	A	(4)	270,604	D
Common Stock	02/22/2026		M		561	A	(2)	271,165	D
Common Stock	02/22/2026		F		10,502(3)	D	$118.85	260,663	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
Restricted Stock Units	(1)	02/22/2026		M			10,474	(1)	(1)	Common Stock	10,474	$0	10,474	D
Dividend Equivalent Rights	(2)	02/22/2026		M			240	(2)	(2)	Common Stock	240	$0	937	D
Restricted Stock Units	(4)	02/22/2026		M			13,418	(4)	(4)	Common Stock	13,418	$0	0	D
Dividend Equivalent Rights	(2)	02/22/2026		M			561	(2)	(2)	Common Stock	561	$0	376	D

Explanation of Responses:

1. Settlement of restricted stock units ("RSUs") granted on February 22, 2024. Each RSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock.

2. Settlement of dividend equivalent rights ("DERs"). The DERs accrued when and as dividends were paid on ALSN common stock and vest proportionately with the RSU to which they relate. Each DER is the economic equivalent of one share of ALSN common stock.

3. Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of RSUs and DERs.

4. Settlement of RSUs granted on February 22, 2023. Each RSU represents a contingent right to receive one share of ALSN common stock.

	/s/ Preston B. Ray, attorney-in-fact	02/24/2026
	** Signature of Reporting Person	Date
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