Every material Form 8-K Allison Transmission filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Allison Transmission issued $500 million of 5.875% Senior Notes due 2033 on November 21, 2025, in a private placement. The company said it expects to use the proceeds, along with new term loan and revolver borrowings and cash on hand, to finance its previously announced acquisition of Dana's off-highway business.
Notes: $500 million aggregate principal, 5.875% coupon, due 2033, interest paid semi-annually
Issued November 21, 2025 under an indenture with Wilmington Trust, National Association, as trustee
Proceeds, with term loan and revolver borrowings and cash on hand, intended to fund the Dana Business Acquisition
If the Dana acquisition does not close, the notes are subject to a special mandatory redemption at par
Allison Transmission reported third-quarter 2025 net sales of $693 million, down from $824 million a year earlier, with net income of $137 million versus $200 million and diluted EPS of $1.63 versus $2.27. The company revised its full-year 2025 guidance, now expecting net sales of $2,975 million to $3,025 million and Adjusted EBITDA of $1,090 million to $1,125 million, citing weaker North America On-Highway demand.
Q3 net sales were $693 million, versus $824 million in Q3 2024; North America On-Highway sales fell $130 million.
Q3 net income was $137 million and diluted EPS was $1.63, compared with $200 million and $2.27 a year earlier.
Full-year 2025 guidance revised: net income $620 million to $650 million and Adjusted EBITDA $1,090 million to $1,125 million.
Defense sales rose $25 million to $78 million; the company is still working to close its acquisition of Dana's Off-Highway business.
Allison Transmission reported second-quarter 2025 net sales of $814 million, essentially flat from $816 million a year earlier, while net income rose 4% to $195 million. The company also revised its full-year 2025 guidance, citing current end-market conditions, acquisition-related expenses and expected favorable cash income tax impacts from the One Big Beautiful Bill Act. Shareholders also get a view of the pending $2.7 billion acquisition of Dana's Off-Highway business, which is expected to close in late Q4 2025.
Q2 2025 diluted EPS was $2.29, up from $2.13 in Q2 2024; net income was $195 million, up from $187 million.
Q2 Adjusted EBITDA was $313 million, up from $301 million, and Adjusted EBITDA margin was 38.5%.
Revised 2025 guidance: net sales $3,075 to $3,175 million, net income $640 to $680 million, Adjusted EBITDA $1,130 to $1,180 million.
Pending Dana Off-Highway acquisition for approximately $2.7 billion, expected to close late in Q4 2025; Q2 acquisition-related expenses were $15 million.
Allison Transmission agreed on June 11, 2025 to acquire Dana Incorporated's off-highway business for a purchase price of $2.732 billion, subject to working capital and net indebtedness adjustments. The company obtained commitments for a $2 billion 364-day bridge loan to help fund the deal, and it expects the closing in late fourth quarter 2025, pending regulatory approvals.
Purchase price of $2.732 billion, adjusted for working capital and net indebtedness
Lenders Barclays Bank PLC, Bank of America, N.A., BofA Securities, Inc. and Citigroup Global Markets Inc. committed to a $2 billion 364-day senior unsecured bridge term loan
Allison would pay Dana a $120 million termination fee in certain cases where the deal fails on competition or foreign investment approvals
Closing projected late in the fourth quarter of 2025 and not subject to a financing or stockholder approval condition
Allison Transmission reported first-quarter 2025 net sales of $766 million, down 3% from $789 million a year earlier, while net income rose 14% to $192 million and diluted EPS rose 17% to $2.23. The company reaffirmed its full-year 2025 guidance, including net sales of $3.2 billion to $3.3 billion and net income of $735 million to $785 million, and said it repurchased over $150 million of its stock during the quarter.
Net sales were $766 million, down $23 million from $789 million; Global Off-Highway fell $28 million, while North America On-Highway rose $15 million.
Net income was $192 million, up $23 million from $169 million, and diluted EPS was $2.23 versus $1.90, with the gain driven mainly by higher gross profit and unrealized mark-to-market adjustments on marketable securities.
Full-year 2025 guidance was reaffirmed: net sales of $3.2 billion to $3.3 billion and adjusted EBITDA of $1.17 billion to $1.23 billion.
The stock repurchase authorization was increased by $1 billion, leaving nearly $1.4 billion available at the end of the first quarter.
Allison Transmission appointed Scott A. Mell as Chief Financial Officer and Treasurer, effective April 14, 2025, replacing G. Frederick Bohley in that role while he remains Chief Operating Officer. Mr. Bohley stays principal financial and accounting officer until the Form 10-Q for the quarter ended March 31, 2025 is filed. The filing also discloses Mr. Mell's pay package, including a $575,000 base salary and equity awards with a target value of $822,300.
Scott A. Mell becomes CFO and Treasurer effective April 14, 2025; he previously served as CFO of TriMas Corporation from May 2021 to March 2025.
G. Frederick Bohley continues as Chief Operating Officer and remains principal financial officer until the Form 10-Q for the quarter ended March 31, 2025.
Mr. Mell's pay includes a $575,000 base salary, a 100% target bonus, a 200% target long-term incentive opportunity, and a one-time $200,000 cash bonus.
Mr. Mell is a Tier 1 Participant in the Executive Change in Control and Severance Plan, with severance of one times base salary plus target bonus, or two times after a change-in-control.
Allison Transmission's board raised the quarterly dividend from $0.25 to $0.27 per share and approved up to $1.0 billion of additional share repurchases, bringing the total authorization to $5.0 billion. About $519 million remained available under the program as of December 31, 2024, and the company may modify or end repurchases at any time. Separately, director Richard P. Lavin told the company he will not stand for re-election at the 2025 annual meeting due to health considerations, and the filing says this is not a disagreement with the company.
Quarterly dividend rises from $0.25 to $0.27 per share, payable March 14 to holders of record on March 3
Total buyback authorization reaches $5.0 billion after a $1.0 billion increase; about $519 million remained available as of December 31, 2024
Director Richard P. Lavin will not stand for re-election at the 2025 annual meeting, citing health considerations
Annual stockholders meeting set for May 7, 2025, with a record date of March 10
Allison Transmission reported record full-year 2024 net sales of $3.2 billion, up 6% from 2023, and diluted EPS of $8.31, up 12%. Fourth-quarter diluted EPS was $2.01 versus $1.91 a year earlier, while fourth-quarter adjusted EBITDA and adjusted free cash flow both declined, and the company guided to 2025 net sales of $3.2 billion to $3.3 billion and net income of $735 million to $785 million.
Full-year 2024 net sales were $3,225 million, up $190 million, and net income was $731 million.
Fourth-quarter 2024 net sales were $796 million, up 3%, and diluted EPS was $2.01 versus $1.91 a year earlier.
Fourth-quarter adjusted EBITDA fell to $270 million from $277 million, and adjusted free cash flow fell to $136 million from $186 million.
2025 guidance calls for net sales of $3,200 million to $3,300 million and adjusted free cash flow of $635 million to $685 million.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Allison Transmission filing is on SEC EDGAR ↗. 8-K briefs of other companies →