Allison Transmission (ALSN) CLO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Allison Transmission Holdings CLO and Assistant Secretary Eric C. Scroggins reported equity award vesting and related share withholding. On February 21–22, he acquired common stock through the settlement and conversion of restricted stock units and dividend equivalent rights, then had some shares withheld to cover tax obligations.

The transactions converted equity awards into a combined 1,718 shares of common stock and withheld 541 shares at a price of $118.85 per share for taxes. After these movements, Scroggins directly held 15,117 shares of Allison Transmission common stock.

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^*

Scroggins Eric C.

(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)
	CLO & Asst. Secretary

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		740	A	(1)	14,680	D
Common Stock	02/21/2026		M		15	A	(2)	14,695	D
Common Stock	02/21/2026		F		258(3)	D	$118.85	14,437	D
Common Stock	02/22/2026		M		927	A	(4)	15,364	D
Common Stock	02/22/2026		M		36	A	(2)	15,400	D
Common Stock	02/22/2026		F		283(3)	D	$118.85	15,117	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)	02/21/2026		M			740	(1)	(1)	Common Stock	740	$0	740	D
Dividend Equivalent Rights	(2)	02/21/2026		M			15	(2)	(2)	Common Stock	15	$0	60	D
Restricted Stock Units	(4)	02/22/2026		M			927	(4)	(4)	Common Stock	927	$0	0	D
Dividend Equivalent Rights	(2)	02/22/2026		M			36	(2)	(2)	Common Stock	36	$0	24	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).
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FAQ

What did Allison Transmission (ALSN) insider Eric C. Scroggins report on this Form 4?

Eric C. Scroggins reported the vesting and settlement of restricted stock units and dividend equivalent rights that converted into Allison Transmission common shares, along with share withholdings used to satisfy related tax obligations. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity.

How many Allison Transmission (ALSN) shares did Scroggins acquire through award settlements?

Scroggins acquired 1,718 shares of Allison Transmission common stock through the exercise and settlement of restricted stock units and related dividend equivalent rights over February 21–22. These conversions occurred at a stated price of $0.00 per share because they were equity award settlements, not cash purchases on the open market.

How many Allison Transmission (ALSN) shares were withheld for taxes in this filing?

A total of 541 Allison Transmission common shares were withheld from Eric C. Scroggins to satisfy tax withholding obligations tied to vested restricted stock units and dividend equivalent rights. These tax-related dispositions occurred at a reported price of $118.85 per share, reflecting a non-market, withholding transaction.

What is Eric C. Scroggins’ direct Allison Transmission (ALSN) share ownership after these transactions?

Following the reported award settlements and tax withholdings, Eric C. Scroggins directly owns 15,117 shares of Allison Transmission common stock. This figure reflects his updated post-transaction holdings and incorporates both the newly acquired shares from vested awards and the shares withheld to cover tax liabilities.

Were the Allison Transmission (ALSN) Form 4 transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They involved the exercise and conversion of restricted stock units and dividend equivalent rights into common shares, plus share withholdings to cover tax obligations, which are categorized as tax-withholding dispositions rather than discretionary market trading.