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    Allison Transmission Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure

    6/11/25 4:41:19 PM ET
    $ALSN
    Auto Parts:O.E.M.
    Consumer Discretionary
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    8-K
    Allison Transmission Holdings Inc false 0001411207 0001411207 2025-06-11 2025-06-11
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): June 11, 2025

     

     

    ALLISON TRANSMISSION HOLDINGS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-35456   26-0414014

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    One Allison Way, Indianapolis, Indiana

    (Address of principal executive offices)

     

    46222

    (Zip Code)

    Registrant’s telephone number, including area code: (317) 242-5000

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, $0.01 par value   ALSN   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 7.01

    Regulation FD Disclosure.

    On June 11, 2025, Allison Transmission Holdings, Inc. (“Allison” or the “Company”) issued a press release announcing its entry into a definitive agreement to acquire the off-highway business of Dana Incorporated for approximately $2.7 billion. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

    On June 12, 2025, Allison will hold an investor conference call to discuss the transaction. A copy of the presentation materials that will be used for the call is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

    The information contained in this Item 7.01 and in Exhibits 99.1 and 99.2 hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit

    Number

       Description
    99.1    Press release dated June 11, 2025.
    99.2    Investor presentation materials dated June 11, 2025.
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        Allison Transmission Holdings, Inc.
    Date: June 11, 2025     By:  

    /s/ Eric C. Scroggins

        Name:   Eric C. Scroggins
        Title:   Vice President, General Counsel and Assistant Secretary
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