1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2024.
+Added: Our management, with the participation of our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
21 unchanged sentences
Vice President, Defense Programs
−Removed: Senior Vice President, Global Marketing, Sales & Services
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
4 unchanged sentences
The information required by this Item concerning our executive officers, directors and nominees for director and Audit Committee members and financial expert(s) and disclosure of delinquent filers under Section 16(a) of the Exchange Act will be set forth under the headings “Executive Officers,” “Proposal No.
−Removed: 1 – To elect ten directors,” “Meetings and Committees of our Board” and “Stock Ownership” in our definitive Proxy Statement for our 2025 annual meeting of stockholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year, and such information is incorporated herein by reference.
+Added: 1 – To elect nine directors,” “Meetings and Committees of our Board” and “Stock Ownership” in our definitive Proxy Statement for our 2026 annual meeting of stockholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year, and such information is incorporated herein by reference.
Code of Business Conduct
25 unchanged sentences
DESCRIPTION OF EXHIBIT
+Added: Stock Purchase Agreement, dated June 11, 2025, by and between Dana Incorporated and Allison Transmission Holdings, Inc.
+Added: (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed June 13, 2025 )
Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc.
2 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 18, 2016)
+Added: Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 9, 2025)
Amended and Restated Bylaws of Allison Transmission Holdings, Inc.
5 unchanged sentences
Indenture, dated as of November 19, 2020, between the Issuer and Wilmington Trust, National Association, as Trustee (including form of 3.75% Senior Notes due 2031) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 19, 2020)
+Added: Indenture, dated as of November 21, 2025, between the Issuer and Wilmington Trust, National Association, as Trustee (including form of 5.875% Senior Notes due 2033) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 24, 2025)
Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023 filed February 14, 2024)
8 unchanged sentences
4 to Credit Agreement, dated March 13, 2024, by and among Allison Transmission Inc., Allison Transmission Holdings, Inc., and Citibank N.A., as administrative agent, to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 18, 2024)
+Added: Amendment No.
+Added: 5 to Credit Agreement, dated as of January 2, 2026, by and among Allison Transmission Inc., Allison Transmission Holdings, Inc., and Citibank N.A., as administrative agent, to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed January 2, 2026)
Guarantee And Collateral Agreement made by Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, and the Subsidiary Guarantors party thereto in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011)
6 unchanged sentences
2024 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 10, 2024)
+Added: Form of 2024 Equity Incentive Award Plan Performance Stock Unit Agreement for 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed May 2, 2025)
Form of 2024 Equity Incentive Award Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed July 26, 2024)
30 unchanged sentences
Graziosi, dated as of March 23, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 23, 2018)
−Removed: Allison Insider Trading Policy (filed herewith)
−Removed: Addendum to Insider Trading Policy (filed herewith)
+Added: Service Agreement, between Dana UK Driveshaft Limited and Craig Price, dated as of January 12, 2026 (filed herewith)
+Added: Allison Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed February 13, 2025)
+Added: Addendum to Insider Trading Policy (incorporated by reference to Exhibit 19.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed February 13, 2025)
List of Subsidiaries of Allison Transmission Holdings, Inc.
20 unchanged sentences
February 24, 2026
−Removed: Frederick Bohley
−Removed: Frederick Bohley
−Removed: Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
+Added: /s/ Scott Mell
+Added: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
February 24, 2026
10 unchanged sentences
February 24, 2026
−Removed: /s/ Richard P.
−Removed: February 13, 2025
/s/ Sasha Ostojic
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.