Allison Insider Trading Policy

Revised by the Board of Directors

on September 13, 2023

Insider Trading Policy

Purpose:

This Insider Trading Policy (the “Policy”) is designed to prevent individuals from trading in Allison securities while in possession of material non-public information about Allison in violation of U.S. securities laws.

Key Provisions:

Table of Contents

1.1 Objectives 1

1.2 Covered Persons 1

What is Material Information? 1
What are Some Examples of Inside Information? 2
How Do I Know if Information is Public? 2
When Can I Trade Once the Inside Information is Publicly Announced? 2

Allison is committed to undertaking all of its business in compliance with all applicable securities laws. This document contains Allison’s policy concerning (1) the handling of material non-public information relating to Allison and its subsidiaries or other companies with whom Allison deals and (2) the buying and selling of stock and other securities of Allison and other companies with whom Allison deals.

This Policy has been adopted by the Board of Directors and applies to:

This Policy outlines your legal and ethical responsibilities with regard to publicly traded securities.

In addition to the restrictions and requirements set forth herein, Allison’s directors and officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such individuals, the “Section 16 Reporting Persons”), must comply with the pre-clearance approval process and other requirements set forth in the attached Addendum to Insider Trading Policy.

What is Material Information? Any information, positive or negative, is “material” if it might be of significance to an investor in determining whether to purchase, sell or hold Allison securities, or if it could reasonably be expected to have an effect on the price of Allison’s securities. Information may be considered significant to an investor even if it would not alone cause the investor to make a particular investment decision.

What are Some Examples of Inside Information? Examples of inside information include internal information about:

We emphasize that these examples are merely illustrative, and not exhaustive.

How Do I Know if Information is Public? Information has been made public if it has been disclosed via a means reasonably designed to provide broad distribution to the public. Often, this is achieved through either a press release or a filing with the U.S. Securities and Exchange Commission, or SEC, usually on Form 8-K, which has been in the market for two full trading days. If you are unsure if information is public, check with the Legal Department.

When Can I Trade Once the Inside Information is Publicly Announced? Once inside information is publicly announced, trading can occur after a lapse of two full trading days. The following are examples of how the lapse of two full trading days is calculated.

EXAMPLE 1: If a public announcement is made before the commencement of trading on a Monday, you may trade in Allison securities starting on the Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and all of Tuesday).

EXAMPLE 2: If a public announcement is made on Monday after trading begins, you may not trade in Allison securities until Thursday (all of Tuesday and all of Wednesday must lapse). Please consult with the Legal Department if you are uncertain when trading may commence following an announcement.

The above prohibition against trading on inside information reflects the law and Allison policy. As more fully discussed below, a breach of this Policy is also likely to constitute a serious legal violation and could subject you to civil or criminal penalties.

There are four periods during the year when the trading window is open. The following table illustrates when the trading window opens and closes:
 

EXAMPLE: If the 1Q quarterly earnings press release was issued after the market closed on Thursday, April 27, 2023:

From time to time, material developments known only to a limited number of Company Personnel may occur to cause Allison to impose additional restrictions on trading. You will be notified if you become part of such a group, and you should not disclose to others the fact that you have been so notified and that restrictions on trading have been imposed. The failure of Allison’s General Counsel or Chief Financial Officer to designate a person as being subject to an event-specific restricted period will not relieve that person of the obligation not to trade while aware of inside information.

In addition to the restricted periods described above, Section 16 Reporting Persons are prohibited from trading Allison securities within four business days before or four business days after the announcement by Allison of a new stock repurchase program or an increase in Allison’s existing stock repurchase program, unless such transactions are executed pursuant to a Rule 10b5-1 plan entered into in compliance with the requirements set forth in Section 5 below.

It is important to note that you can NEVER trade when in possession of inside information, even if the trading window is open.

The securities trading that this Policy covers includes purchases and sales of Allison common stock, options to acquire common stock and any other securities Allison may issue from time to time, such as preferred stock, warrants and convertible debentures, and purchases and sales of derivative securities relating to Allison stock, whether or not issued by Allison, such as exchange-traded options.

Trading covered by this Policy may or may not include transactions under Company sponsored plans as follows:

Rule 10b5-1 under the Exchange Act provides an affirmative defense from insider trading liability under the federal securities laws for trading plans that meet certain requirements. In general, a Rule 10b5-1 plan must be entered into (or modified) in good faith, not as part of a plan or scheme to evade the prohibitions of the insider trading rules and during a time when you are not aware of inside information. The plan must also provide for a “cooling-off” period before any trading can commence of at least:

The plan must also comply with all other applicable provisions of Rule 10b5-1(c) of the Exchange Act.

Transactions in Allison securities that are executed pursuant to a Rule 10b5-1 plan (or modifications thereto) approved in writing in advance by Allison’s General Counsel or Deputy General Counsel are not subject to the prohibition on trading while aware of inside information, the requirements relating to trading windows and restricted periods set forth in this Policy, or the restrictions in the attached Addendum to Insider Trading Policy relating to the pre-clearance approval process.

Once the plan is adopted, you must not exercise any influence over the securities subject to the plan, including the amount of securities to be traded, the price at which they are traded or the date of the trade. The plan must either specify (including by formula) the amount, pricing and timing of the transactions in advance or delegate discretion on those matters to an independent party.

In order to reduce the possibility that inside information will be inadvertently disclosed:

EXAMPLE: You mention to your brother that you have an upcoming business trip to close the deal for Allison to acquire Company X. If the possible acquisition of Company X has not been publicly announced, and if your brother trades Company X stock based on your tip, both of you could be charged with insider trading, even if you did not intend for your brother to buy or sell Company X stock based on the information you gave him.

Accordingly, in addition to your general obligations to maintain confidentiality of information obtained through your employment and to refrain from trading while in possession of inside information, you must take utmost care not to discuss confidential or inside information with family members, friends or others who might abuse the information by trading based upon that information.

These restrictions apply to all Allison securities owned directly or indirectly by Company Personnel, including Allison securities owned by family members where the Company Personnel is deemed to beneficially own such securities, and their respective designees. However, the restrictions do not prevent any Company Personnel or their family members or their designees from engaging in general portfolio diversification or investing in broad-based index funds.