Graziosi David S. 4

What Happened

• David S. Graziosi, Chair, President and CEO of Allison Transmission Holdings, had 78,893 performance-based restricted stock units (PSUs) settle on February 28, 2026. The PSUs converted into common shares (derivative conversion), and 34,713 of those shares were withheld to satisfy tax withholding obligations at $125.30 per share (total tax withholding = $4,349,539). Net shares retained by Graziosi after withholding are approximately 44,180.

Key Details

• Transaction date: February 28, 2026; Form 4 filed March 3, 2026.
• Transactions reported:
  • Conversion/exercise of derivative (code M): 78,893 PSUs converted into common shares (no cash exercise price).
  • Tax withholding (code F): 34,713 shares withheld @ $125.30 = $4,349,539.
• Footnotes:
  • F1: These were performance-based RSUs granted on Feb 22, 2023; each PSU converts to one share upon vesting.
  • F2: Shares were withheld by ALSN to satisfy tax withholding on the vesting.
• Shares retained after withholding: ~44,180 (78,893 settled − 34,713 withheld).
• No 10b5-1 plan or gift noted; filing shows settlement and withholding only. No late filing indicator was provided in the information supplied.

Context

• This was not an open-market buy or sale but the settlement of PSUs (a common, non-trading corporate compensation event). The derivative conversion (M) reflects PSUs converting into common stock; the withholding (F) is a routine tax-related disposition and does not necessarily indicate the insider’s market view.