Graziosi David S. 4

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.