Allison Transmission Holdings Inc — fact timeline

Allison Transmission Holdings Inc amended Amendment No. 6 to Credit Agreement with Citibank, N.A., as administrative agent and as the 2026 refinancing term lender valued at approximately $508 million (effective 2026-06-11).

“On June 11, 2026, Allison Transmission Holdings, Inc. (the “Company”), Allison Transmission, Inc., a wholly-owned subsidiary of the Company (the “Borrower”), Fairfield Manufacturing Company, Inc., a wholly-owned subsidiary of the Borrower (the “Subsidiary Guarantor”), and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as the 2026 refinancing term lender, entered into Amendment No. 6 to Credit Agreement (the “Amendment”), which amends the Second Amended and Restated Credit Agreement, dated as of March 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including as amended by the Amendment, the “Credit Agreement”).”

Allison Transmission Holdings Inc shareholders approved Advisory vote to approve the compensation paid to the Company’s named executive officers. at the 2026-05-06 meeting.

“Proposal 3 - Advisory Vote to Approve Executive Compensation. FOR AGAINST ABSTAIN BROKER NON-VOTES 70,176,855 2,759,179 28,749 4,902,906”

Allison Transmission Holdings Inc shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. at the 2026-05-06 meeting.

“Proposal 2 - Ratification of Appointment of PwC. FOR AGAINST ABSTAIN 77,162,806 690,303 14,580”

Allison Transmission Holdings Inc shareholders approved Election of nine directors for one-year terms ending at the 2027 annual meeting of stockholders. at the 2026-05-06 meeting.

“Proposal 1 - Election of Directors. NOMINEES FOR AGAINST ABSTAIN BROKER NON-VOTES Judy L. Altmaier 71,134,529 1,454,365 375,889 4,902,906 D. Scott Barbour 72,593,397 355,266 16,120 4,902,906 Philip J. Christman 65,932,457 6,441,896 590,430 4,902,906 David C. Everitt 71,075,137 1,872,463 17,183 4,902,906 David S. Graziosi 71,830,548 1,116,804 17,431 4,902,906 Carolann I. Haznedar 71,744,480 1,190,862 29,441 4,902,906 Sasha Ostojic 72,863,411 84,133 17,239 4,902,906 Gustave F. Perna 72,609,598 339,201 15,984 4,902,906 Krishna Shivram 72,522,639 425,005 17,139 4,902,906”

Allison Transmission Holdings Inc reported for the three months ended March 31, 2026 results: revenue $1,406 million, net income $112 million, EPS Diluted EPS of $1.33, Adjusted Diluted EPS of $2.57.

“set forth by specific reference in such filing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 News Release Allison Announces First Quarter 2026 Results * Net Sales of $1,406 million, up 84% year over year, including the addition of the Allison Off-Highway business unit acquired on January 1, 2026 * Net Income of $112 million, 8% of Net Sales * Diluted EPS of”

Allison Transmission Holdings Inc amended Amendment No. 5 to Credit Agreement with Citibank, N.A., as administrative agent, and certain lenders and letter of credit issuers valued at from $750 million to $1 billion (effective 2026-01-02).

“On January 2, 2026, Allison Transmission Holdings, Inc. (the “Company”), Allison Transmission, Inc., a wholly-owned subsidiary of the Company (the “Borrower”), Citibank, N.A., as administrative agent (the “Administrative Agent”), and certain lenders and letter of credit issuers party thereto entered into Amendment No. 5 to Credit Agreement (the “Amendment”).”

Allison Transmission Holdings Inc incurred term loan of $1.2 billion with Citibank, N.A. maturing January 2, 2033.

“(2) provide for an incremental term loan facility under the Credit Agreement in an aggregate principal amount equal to $1.2 billion, which matures on January 2, 2033”

Allison Transmission Holdings Inc amended revolving credit of $1 billion with Citibank, N.A. maturing January 2, 2031.

“(1) increase the revolving credit facility under the Credit Agreement from $750 million to $1 billion and extend the maturity date of such revolving credit facility from March 13, 2029 to January 2, 2031”

Allison Transmission Holdings Inc completed an acquisition involving Dana Incorporated for $2.732 billion (closed 2026-01-01).

“On January 1, 2026, the Company completed its acquisition (the “Acquisition”) of the off-highway business of Dana Incorporated (“Dana”) pursuant to the previously disclosed Stock Purchase Agreement, dated June 11, 2025 (the “Purchase Agreement”), between the Company and Dana, for a purchase price of $2.732 billion, subject to certain adjustments.”

Allison Transmission Holdings Inc incurred senior notes of $500 million in aggregate principal amount with Wilmington Trust, National Association at 5.875% maturing due 2033.

“On November 21, 2025, the Issuer issued $500 million in aggregate principal amount of 5.875% Senior Notes due 2033 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of November 21, 2025, between the Issuer and Wilmington Trust, National Association, as Trustee (the “Indenture”).”

Allison Transmission Holdings Inc: Approval of Exculpation Amendment to Second Amended and Restated Certificate of Incorporation to allow for exculpation of officers from liability in specific circumstances (effective 2025-05-08).

“On May 8, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).”

G. Frederick Bohley changed role as Chief Operating Officer at Allison Transmission Holdings Inc.

“Upon Mr. Mell’s appointment, G. Frederick Bohley, the Company’s current Chief Operating Officer, Chief Financial Officer and Treasurer, will continue to serve as Chief Operating Officer of the Company and will no longer serve as Chief Financial Officer and Treasurer as of April 14, 2025.”

Scott A. Mell was appointed as Chief Financial Officer and Treasurer at Allison Transmission Holdings Inc.

“On April 10, 2025, Allison Transmission Holdings, Inc. (the “Company” or “Allison”) announced the appointment of Scott A. Mell to serve as the Company’s Chief Financial Officer and Treasurer, effective April 14, 2025.”

Richard P. Lavin departed as Director at Allison Transmission Holdings Inc.

“On February 19, 2025, Richard P. Lavin, a member of the Board of Directors (the “Board”) of Allison Transmission Holdings, Inc. (the “Company”), advised the Company that he would not stand for re-election to the Board at the Company’s upcoming 2025 Annual Meeting of Stockholders due to health considerations.”

G. Frederick Bohley was appointed as Chief Operating Officer at Allison Transmission Holdings Inc.

“On June 3, 2024, the Board of Directors (the “Board”) of Allison Transmission Holdings, Inc. (the “Company” or “Allison”) appointed G. Frederick Bohley, to serve as the Company’s Chief Operating Officer, effective June 4, 2024. Mr. Bohley will continue to serve as Chief Financial Officer and Treasurer of the Company.”

Allison Transmission Holdings Inc shareholders approved Advisory vote on executive compensation at the 2024-05-08 meeting.

“Proposal 4 – Advisory Vote on Executive Compensation. FOR AGAINST ABSTAIN BROKER NON-VOTES 73,113,634 2,965,883 75,626 4,007,075”

Allison Transmission Holdings Inc shareholders approved Approval of the 2024 Plan at the 2024-05-08 meeting.

“Proposal 3 – Approval of the 2024 Plan. FOR AGAINST ABSTAIN BROKER NON-VOTES 72,171,724 3,919,062 64,357 4,007,075”

Allison Transmission Holdings Inc shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2024 at the 2024-05-08 meeting.

“Proposal 2 – Ratification of Appointment of PwC. FOR AGAINST ABSTAIN 78,406,667 1,724,330 31,221”

Allison Transmission Holdings Inc shareholders approved Election of ten directors for one-year terms ending at the 2025 annual meeting at the 2024-05-08 meeting.

“Proposal 1 – Election of Directors. NOMINEES FOR AGAINST ABSTAIN BROKER NON-VOTES Judy L. Altmaier 74,750,968 1,374,985 29,190 4,007,075 D. Scott Barbour 75,194,143 925,104 35,896 4,007,075 Philip J. Christman 75,227,365 898,769 29,009 4,007,075 David C. Everitt 71,622,411 4,503,009 29,723 4,007,075 David S. Graziosi 73,141,016 2,835,355 178,772 4,007,075 Carolann I. Haznedar 74,092,169 2,034,465 28,509 4,007,075 Richard P. Lavin 58,446,329 17,679,785 29,029 4,007,075 Sasha Ostojic 75,648,296 478,533 28,314 4,007,075 Gustave F. Perna 73,638,038 2,487,608 29,497 4,007,075 Krishna Shivram 75,556,760 570,845 27,538 4,007,075”

Allison Transmission Holdings Inc reported the three months ended March 31, 2024 results: revenue $789 million, net income $169 million, EPS $1.90.

“first quarter net sales of $789 million and first quarter diluted EPS of $1.90, which includes a $0.13 impact from $14 million of non-recurring UAW contract signing incentives incurred in the quarter.”

Allison Transmission Holdings Inc amended Amendment No. 4 with Citibank N.A., as administrative agent, and the several banks and other financial institutions or entities from time to time parties thereto as lenders (effective 2024-03-13).

“On March 13, 2024, Allison Transmission Holdings, Inc. (the “Company”), Allison Transmission, Inc., a wholly owned subsidiary of the Company (the “Borrower”), and Citibank N.A., as administrative agent (the “Administrative Agent”), entered into Amendment No. 4 (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Credit Agreement”), by and among the Company, the Borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders, and the Administrative Agent.”

Allison Transmission Holdings Inc reported financial results for the three months and year ended December 31, 2023.

“On February 13, 2024, Allison Transmission Holdings, Inc. (“Allison”) published an earnings release reporting its financial results for the three months and year ended December 31, 2023.”

Allison Transmission Holdings Inc reported the three months ended September 30, 2023 results: revenue $736 million, net income $158 million, EPS $1.76. Guidance reaffirmed.

“Allison Transmission Announces Third Quarter 2023 Results * Net sales of $736 million, up 4% year over year * Net Income of $158 million, up 14% year over year * Diluted EPS of $1.76, up 21% year over year”

Allison Transmission Holdings Inc reported the three months ended June 30, 2023 results: revenue $783 million, net income $175 million, EPS $1.92. Guidance raised.

“* Record quarterly net sales of $783 million, up 18% year over year * Net Income of $175 million, 22% of net sales, up 43% year over year * Diluted EPS of $1.92, up 52% year over year”

Allison Transmission Holdings Inc: Approved and adopted an amendment and restatement of the Sixth Amended and Restated Bylaws to address universal proxy rules, revise advance notice requirements, update vote standards, adopt federal forum provision, and make technical changes (effective 2023-05-04).

“On May 4, 2023, the Board of Directors (the “Board”) of Allison Transmission Holdings, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment and restatement of the Company’s Sixth Amended and Restated Bylaws (as so amended, the “Amended and Restated Bylaws”).”

Allison Transmission Holdings Inc shareholders approved Advisory (non-binding) vote on executive compensation at the 2023-05-03 meeting.

“Proposal 3 – Advisory Vote on Executive Compensation. FOR AGAINST ABSTAIN BROKER NON-VOTES 74,848,658 4,936,199 133,316 4,854,619”

Allison Transmission Holdings Inc shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023 at the 2023-05-03 meeting.

“Proposal 2 – Ratification of Appointment of PwC. FOR AGAINST ABSTAIN 82,952,856 1,798,198 21,738”

Allison Transmission Holdings Inc shareholders approved Election of ten directors for one-year terms ending at the 2024 annual meeting at the 2023-05-03 meeting.

“Proposal 1 – Election of Directors. NOMINEES FOR AGAINST ABSTAIN BROKER NON-VOTES Judy L. Altmaier 77,392,979 2,490,185 35,009 4,854,619 D. Scott Barbour 78,809,189 1,078,005 30,979 4,854,619 Philip J. Christman 79,065,116 822,616 30,441 4,854,619 David C. Everitt 75,984,575 3,903,089 30,509 4,854,619 David S. Graziosi 75,238,746 4,506,588 172,839 4,854,619 Carolann I. Haznedar 77,751,927 2,130,509 35,737 4,854,619 Richard P. Lavin 67,222,059 12,665,151 30,963 4,854,619 Sasha Ostojic 79,512,082 369,902 36,189 4,854,619 Gustave F. Perna 78,671,970 1,215,277 30,926 4,854,619 Krishna Shivram 78,575,586 1,311,284 31,303 4,854,619”

Allison Transmission Holdings Inc updated its full year 2023 guidance (raised).

“As a result of sustained demand in our end markets, particularly in North America, and the continued execution of our growth initiatives, we are pleased to raise full year 2023 guidance.”

Allison Transmission Holdings Inc reported three months ended March 31, 2023 results: revenue $741 million, net income $170 million, EPS $1.85.

“First Quarter Financial Highlights Net sales for the quarter were an all-time high of $741 million. Year over year results were led by: • A $44 million increase in net sales in the Service Parts, Support Equipment and Other end market, leading to record quarterly sales of $183 million, principally driven by higher demand for global service parts and support equipment, higher demand for aluminum die cast components and price increases on certain products. • A $30 million increase in net sales in the North America On-Highway end market principally driven by strength in customer demand for medium-duty and Class 8 vocational trucks and price increases on certain products. Net income for the quarter was $170 million. Diluted EPS for the quarter was $1.85.”

Allison Transmission Holdings Inc amended Amendment No. 3 with Citibank N.A., as administrative agent (effective 2023-02-28).

“On February 28, 2023, Allison Transmission Holdings, Inc. (the “Company”), Allison Transmission, Inc., a wholly owned subsidiary of the Company (the “Borrower”), and Citibank N.A., as administrative agent (the “Administrative Agent”), entered into Amendment No. 3 (the “Amendment”) to the Second Amended and Restated Credit Agreement”

Allison Transmission Holdings Inc updated its Year ending December 31, 2023 guidance (raised).

“we are guiding to another record revenue year for 2023 as we continue to increase our penetration and expand our addressable markets.”

Richard L. Lavin changed role as Lead Independent Director at Allison Transmission Holdings Inc.

“The independent directors of the Board selected Richard L. Lavin to succeed Mr. Rabaut as Lead Independent Director of the Board effective immediately following the 2023 Annual Meeting.”

Richard V. Reynolds departed as Director at Allison Transmission Holdings Inc.

“On August 5, 2022, Alvaro Garcia-Tunon, who currently serves as chair of the Audit Committee of the Board and as a member of the Finance Committee of the Board, and Richard V. Reynolds, who currently serves as a member of the Audit and Compensation Committees of the Board, each notified the Board of their decision not to stand for re-election at the Company’s 2023 Annual Meeting.”

Alvaro Garcia-Tunon departed as Director at Allison Transmission Holdings Inc.

“On August 5, 2022, Alvaro Garcia-Tunon, who currently serves as chair of the Audit Committee of the Board and as a member of the Finance Committee of the Board, and Richard V. Reynolds, who currently serves as a member of the Audit and Compensation Committees of the Board, each notified the Board of their decision not to stand for re-election at the Company’s 2023 Annual Meeting.”

Thomas R. Rabaut departed as Director at Allison Transmission Holdings Inc.

“On August 5, 2022, Thomas R. Rabaut, who currently serves as Lead Independent Director of the Board and chair of the Nominating and Corporate Governance Committee of the Board, notified the Board of his decision not to stand for re-election at the 2023 Annual Meeting.”

Krishna Shivram was appointed as Director at Allison Transmission Holdings Inc.

“appointed Philip J. Christman, Sasha Ostojic, Gustave F. Perna and Krishna Shivram to serve as members of the Company’s Board, effective immediately”

Gustave F. Perna was appointed as Director at Allison Transmission Holdings Inc.

“appointed Philip J. Christman, Sasha Ostojic, Gustave F. Perna and Krishna Shivram to serve as members of the Company’s Board, effective immediately”

Sasha Ostojic was appointed as Director at Allison Transmission Holdings Inc.

“appointed Philip J. Christman, Sasha Ostojic, Gustave F. Perna and Krishna Shivram to serve as members of the Company’s Board, effective immediately”

Philip J. Christman was appointed as Director at Allison Transmission Holdings Inc.

“appointed Philip J. Christman, Sasha Ostojic, Gustave F. Perna and Krishna Shivram to serve as members of the Company’s Board, effective immediately”

Stan A. Askren departed as Director at Allison Transmission Holdings Inc.

“On July 20, 2022, Stan A. Askren notified the Board of Directors (“Board”) of Allison Transmission Holdings, Inc. (the “Company”) of his decision not to stand for re-election at the Company’s 2023 annual meeting of stockholders.”

Rafael Basso was appointed as Vice President of Operations at Allison Transmission Holdings Inc.

“Effective March 12, 2022, Mr. Basso will assume the role of Vice President of Operations with responsibility for oversight of plant operations, Walker Die Casting, facilities, business development, global supply chain and manufacturing engineering.”

Michael A. Dick retired as Senior Vice President, Operations and Purchasing at Allison Transmission Holdings Inc.

“Michael A. Dick, Senior Vice President, Operations and Purchasing of Allison Transmission Holdings, Inc. (the “Company”), notified the Company that he would retire from his position effective March 11, 2022.”