Allison Transmission (ALSN) CEO earns 78,893 performance stock units from 2023–2025 grant

Rhea-AI Filing Summary

Allison Transmission Holdings’ Chair, President and CEO David S. Graziosi reported an equity award tied to company performance. On February 11, 2026, he acquired 78,893 performance stock units, each representing a right to receive one share of common stock, at a stated price of $0.

These units were earned based on Allison’s actual performance over the 2023–2025 period from a grant originally made on February 22, 2023. The earned PSUs are scheduled to vest on February 28, 2026, after which they can convert into an equivalent number of common shares.

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

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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)
02/11/2026

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

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)	02/11/2026		A		78,893(2)		(3)	(3)	Common Stock	78,893	$0	78,893	D

Explanation of Responses:

1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock.

2. On February 22, 2023, the reporting person was granted PSUs with the number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2023-2025. As determined on February 11, 2026, based on ALSN's actual performance for 2023-2025, the reporting person earned 78,893 PSUs.

3. Earned PSUs will vest on February 28, 2026.

	/s/ Preston B. Ray, attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Allison Transmission (ALSN) disclose for David S. Graziosi?

Allison Transmission disclosed that Chair, President and CEO David S. Graziosi acquired 78,893 performance stock units on February 11, 2026. These units were earned from a prior grant based on the company’s performance over the 2023–2025 period and convert into common shares.

How many performance stock units did the Allison Transmission CEO earn in this Form 4 filing?

The CEO earned 78,893 performance stock units according to the filing. Each PSU represents a contingent right to receive one share of Allison Transmission common stock, reflecting performance achieved over the 2023–2025 measurement period from an original grant made on February 22, 2023.

What performance period determined the 78,893 PSUs in the ALSN Form 4?

The 78,893 performance stock units were based on Allison Transmission’s actual performance for the 2023–2025 period. The number of units earned was calculated from a February 22, 2023 grant, with the outcome determined on February 11, 2026 after reviewing that multi-year performance.

When will the earned performance stock units for Allison Transmission’s CEO vest?

The earned performance stock units for Allison Transmission’s CEO are scheduled to vest on February 28, 2026. Once vested, each unit can convert into one share of common stock, aligning executive compensation with company performance over the 2023–2025 performance period.

Is the 78,893-unit award in the ALSN Form 4 an open-market stock purchase?

No, the 78,893 units reflect an equity award, not an open-market purchase. They are performance stock units granted earlier, earned based on Allison Transmission’s 2023–2025 results, with a stated price of $0 and future settlement in common shares upon vesting.

What role does David S. Graziosi hold at Allison Transmission (ALSN) in this filing?

In this filing, David S. Graziosi is identified as Chair, President and CEO of Allison Transmission. His position explains why his compensation includes performance stock units, which tie a portion of his pay to the company’s multi-year financial and operational performance.