Allison CEO gets RSU shares, withholds stock for tax

Allison Transmission Holdings Chair, President and CEO David S. Graziosi reported equity compensation changes involving restricted stock units and related dividend equivalents.

Rhea-AI Filing Summary

Allison Transmission Holdings Chair, President and CEO David S. Graziosi reported equity compensation changes involving restricted stock units and related dividend equivalents. On February 19, 2026, 5,971 restricted stock units and 67 dividend equivalent rights were settled into the same number of common shares at no cost.

Following these grants and settlements, his directly owned common stock increased through awards coded as acquisitions, then 1,771 shares were disposed of through share withholding at $117.78 per share to cover tax obligations on the vesting. After these transactions, he directly held 246,472 shares of common stock.

Insider Trade Summary

6,038 shares exercised/converted

Exercise 5 txns

Insider Graziosi David S.

Role Chair, President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,971	$0.00	$0.00
Exercise	Dividend Equivalent Rights	67	$0.00	$0.00
Grant/Award	Common Stock	5,971	$0.00	$0.00
Grant/Award	Common Stock	67	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,771	$117.78	$209K

Holdings After Transaction: Restricted Stock Units — 11,944 contracts (Direct); Dividend Equivalent Rights — 1,177 contracts (Direct); Common Stock — 246,472 shares (Direct)

Footnotes (3)

1. F1. Settlement of restricted stock units ("RSUs") granted February 19, 2025. 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.

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Accepted by SEC EDGAR 02/23/2026 - 04:05 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)
02/19/2026

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	02/19/2026		A		5,971	A	(1)	248,176	D
Common Stock	02/19/2026		A		67	A	(2)	248,243	D
Common Stock	02/19/2026		F		1,771(3)	D	$117.78	246,472	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)	02/19/2026		M			5,971	(1)	(1)	Common Stock	5,971	$0	11,944	D
Dividend Equivalent Rights	(2)	02/19/2026		M			67	(2)	(2)	Common Stock	67	$0	1,177	D

Explanation of Responses:

1. Settlement of restricted stock units ("RSUs") granted February 19, 2025. 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.

	/s/ Preston B. Ray, attorney-in-fact	02/23/2026
	** 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.
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