Graziosi David S. 4

4 · Allison Transmission Holdings Inc · Filed Feb 24, 2026

AI-generated summary of this filing

Updated Feb 24, 2026

Allison (ALSN) CEO David Graziosi Receives RSUs; Shares Withheld

What Happened

David S. Graziosi, Chair, President & CEO of Allison Transmission Holdings, received 24,693 shares on Feb 22, 2026 through the settlement/conversion of restricted stock units (RSUs) and related dividend equivalent rights (DERs). The conversions are reported as derivative exercises (transaction code M) and show $0 exercise price (typical for RSU settlements).
To satisfy tax withholding on the vesting, 10,502 shares were surrendered/withheld (transaction code F) at an implied value of $118.85 per share, totaling $1,248,163. Net new shares received by Graziosi = 24,693 − 10,502 = 14,191 shares.

Key Details

Transaction dates: Settlements/conversions and withholding occurred on 2026-02-22; Form 4 filed 2026-02-24 (filed within the standard 2-business-day window).
Prices and values: Withheld shares priced at $118.85 each for a cash value of $1,248,163; RSU/DER conversions reported with $0 exercise price (these are awards, not new cash purchases).
Footnotes: F1 = RSUs granted 2/22/2024; F4 = RSUs granted 2/22/2023; F2 = DERs accrued with dividends and vest with RSUs; F3 = shares withheld to satisfy tax withholding.
Shares owned after transaction: Not specified in the excerpt provided in your prompt (check the full Form 4 for post-transaction holdings).

Context

This was an award settlement (vesting of RSUs and associated DERs), not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a routine administrative step and common for RSU vesting.
Derivative transaction code M here reflects conversion/settlement of award units, and code F reflects tax withholding — not a market sale for investment reasons.

Form 4

Period: 2026-02-22

DirectorChair, President and CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-22+10,474→ 256,946 total
Exercise/Conversion
Common Stock
[F2]
2026-02-22+240→ 257,186 total
Exercise/Conversion
Common Stock
[F4]
2026-02-22+13,418→ 270,604 total
Exercise/Conversion
Common Stock
[F2]
2026-02-22+561→ 271,165 total
Tax Payment
Common Stock
[F3]
2026-02-22$118.85/sh−10,502$1,248,163→ 260,663 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-22−10,474→ 10,474 total
→ Common Stock (10,474 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-22−240→ 937 total
→ Common Stock (240 underlying)
Exercise/Conversion
Restricted Stock Units
[F4]
2026-02-22−13,418→ 0 total
→ Common Stock (13,418 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F2]
2026-02-22−561→ 376 total
→ Common Stock (561 underlying)

Footnotes (4)

[F1]Settlement of restricted stock units ("RSUs") granted on February 22, 2024. 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.
[F4]Settlement of RSUs granted on February 22, 2023. Each RSU represents a contingent right to receive one share of ALSN common stock.

Signature

/s/ Preston B. Ray, attorney-in-fact|2026-02-24

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