Graziosi David S. 4

4 · Allison Transmission Holdings Inc · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Allison (ALSN) CEO David Graziosi Receives RSU Award; Shares Withheld

What Happened

David S. Graziosi, Chair, President & CEO and a director of Allison Transmission Holdings, received the settlement of restricted stock units (RSUs) and related dividend equivalent rights (DERs) that vested on February 19, 2026. The filing shows 5,971 RSUs and 67 DERs converted into common shares (total 6,038 shares).
To satisfy tax withholding on the vesting, 1,771 shares were withheld at $117.78 per share, resulting in a $208,588 tax payment (reported as a disposition). The RSU/DER conversions show $0 exercise price, consistent with RSU settlement rather than option purchases.

Key Details

Transaction date: 2026-02-19; Form 4 filed: 2026-02-23 (appears timely).
Reported entries: Awards/Grants (A) — 5,971 RSUs and 67 DERs; Exercise/Conversion (M) — those RSUs/DERs converted into shares at $0; Tax withholding (F) — 1,771 shares withheld @ $117.78 for $208,588.
Shares owned after the transactions: not specified in this filing.
Footnotes: F1 = settlement of RSUs granted 2/19/2025; F2 = settlement of dividend equivalent rights that vest with RSUs; F3 = shares withheld to satisfy tax withholding.
Transaction codes: A = award/grant, M = exercise/conversion of derivative (RSU conversion), F = tax withholding (share disposition).

Context

This was a routine vesting and settlement of RSUs/DERs, not an open-market purchase or voluntary sale. The withholding of shares to pay taxes is common and does not by itself indicate insider sentiment about the stock.
The derivative entries reflect conversion/settlement of RSUs (no exercise price), not an options exercise that required cash outlay.

Form 4

Period: 2026-02-19

DirectorChair, President and CEO

Transactions

Award
Common Stock
[F1]
2026-02-19+5,971→ 248,176 total
Award
Common Stock
[F2]
2026-02-19+67→ 248,243 total
Tax Payment
Common Stock
[F3]
2026-02-19$117.78/sh−1,771$208,588→ 246,472 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-19−5,971→ 11,944 total
→ Common Stock (5,971 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-19−67→ 1,177 total
→ Common Stock (67 underlying)

Footnotes (3)

[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.
[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.
[F3]Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of RSUs and DERs.

Signature

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

1 file