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Allison Transmission (ALSN) COO reports RSU vesting and tax share disposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Allison Transmission Holdings COO G. Frederick Bohley reported multiple equity award settlements. On February 21 and 22, 2026, he acquired common shares through the exercise and settlement of restricted stock units and related dividend equivalent rights, each at a stated price of $0.0000 per share.

To cover tax withholding on these vestings, Bohley disposed of 960 and 1,294 shares of common stock at $118.85 per share in tax-withholding transactions coded “F.” After these transactions, he held 103,064 shares directly and 360 shares indirectly through his spouse.

Positive

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Negative

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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*
Bohley G Frederick

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Allison COO,Pres.&BU Leader AT
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026
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 02/21/2026 M 2,223 A (1) 102,240 D
Common Stock 02/21/2026 M 50 A (2) 102,290 D
Common Stock 02/21/2026 F 960(3) D $118.85 101,330 D
Common Stock 02/22/2026 M 2,909 A (4) 104,239 D
Common Stock 02/22/2026 M 119 A (2) 104,358 D
Common Stock 02/22/2026 F 1,294(3) D $118.85 103,064 D
Common Stock 360 I By Spouse
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) 02/21/2026 M 2,223 (1) (1) Common Stock 2,223 $0 2,223 D
Dividend Equivalent Rights (2) 02/21/2026 M 50 (2) (2) Common Stock 50 $0 221 D
Restricted Stock Units (4) 02/22/2026 M 2,909 (4) (4) Common Stock 2,909 $0 0 D
Dividend Equivalent Rights (2) 02/22/2026 M 119 (2) (2) Common Stock 119 $0 102 D
Explanation of Responses:
1. Settlement of restricted stock units ("RSUs") granted on February 21, 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
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.

FAQ

What insider transactions did ALSN COO G. Frederick Bohley report?

Bohley reported RSU and dividend equivalent right settlements converting into ALSN common stock, plus related tax-withholding share dispositions. These were equity award exercises and vestings, not open-market trades, reflecting routine compensation events for the company’s chief operating officer and president.

How many Allison Transmission (ALSN) shares did Bohley acquire in the Form 4?

Bohley acquired ALSN common stock through multiple RSU and dividend equivalent right settlements on February 21 and 22, 2026. Each RSU and dividend equivalent right represented the economic equivalent of one share of common stock, increasing his direct ownership before tax-withholding share dispositions.

Why were some ALSN shares disposed of in Bohley’s Form 4 filing?

Certain ALSN shares were disposed of under transaction code “F” to satisfy tax withholding obligations tied to RSU and dividend equivalent right vesting. These transactions represent shares withheld for taxes, not open-market sales, and are common in equity-based executive compensation programs.

What share price was used for Bohley’s ALSN tax-withholding dispositions?

The tax-withholding dispositions of ALSN common stock were reported at a price of $118.85 per share. This price applied to the shares delivered to satisfy tax liabilities resulting from the vesting of restricted stock units and related dividend equivalent rights on the reported transaction dates.

How many Allison Transmission (ALSN) shares does Bohley hold after these transactions?

Following the reported transactions, Bohley directly owned 103,064 ALSN common shares. The filing also shows 360 ALSN common shares held indirectly through his spouse, indicating both direct and indirect beneficial ownership as of the latest reported holding entry.

What are dividend equivalent rights mentioned in the ALSN Form 4 footnotes?

Dividend equivalent rights, or DERs, accrue when ALSN pays dividends on its common stock and vest proportionately with the related RSUs. Each DER is the economic equivalent of one share of ALSN common stock, settling into shares when the associated restricted stock units vest.
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