UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
On January 2, 2026, Allison Transmission Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the January 1, 2026 acquisition (the “Dana Business Acquisition”) of the off-highway business (the “Dana Business”) of Dana Incorporated (“Dana”) pursuant to the Stock Purchase Agreement, dated June 11, 2025, between the Company and Dana, for a purchase price of $2.732 billion, financed through a combination of cash on hand and debt financing, as described in the Original 8-K.
This amendment to the Original 8-K (this “Amendment No. 1”) is being filed to supplement the Original 8-K for the purpose of satisfying the Company’s obligation to file the financial statements and pro forma financial information relating to the Dana Business Acquisition pursuant to Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.
The pro forma financial information included as Exhibit 99.3 to this Amendment No. 1 has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the Dana Business Acquisition had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the Dana Business Acquisition.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses or Funds Acquired.
The audited combined financial statements of the Dana Business as of and for the years ended December 31, 2024 and December 31, 2023, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited condensed combined financial statements of the Dana Business as of September 30, 2025 and for the nine months ended September 30, 2025 and September 30, 2024, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2025, and the unaudited pro forma condensed combined statements of operations of the Company for the nine months ended September 30, 2025 and the year ended December 31, 2024, giving pro forma effect to the Dana Business Acquisition, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits.
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: March 13, 2026 | By: | /s/ Eric C. Scroggins | ||||
| Name: | Eric C. Scroggins | |||||
| Title: | Vice President, General Counsel and Assistant Secretary | |||||