Graziosi David S. 4

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.