[144] TransDigm Group Incorporated SEC Filing

Rhea-AI Filing Summary

Insider sale notice: This Form 144 reports that an insider plans to sell 8,208 shares of the issuer's Common Stock on or about 08/15/2025 through Stifel Nicolaus & Company. The filing lists the aggregate market value of the shares to be sold as $11,468,379.00 and states the company has 56,350,285 shares outstanding. The shares were originally acquired on 11/10/2016 via a stock option exercise and represent part of a larger holding of 158,674 shares acquired at that time. The filer also disclosed three recent sales in the past three months, each of 2,736 shares, with gross proceeds reported for each sale. The notice indicates payment will be in cash and was submitted under Rule 144 procedures for public resale by affiliates.

Positive

• Compliance and transparency: The filer provided a Rule 144 notice, disclosing planned sales and recent transactions in accordance with securities rules.
• Limited scale relative to shares outstanding: The 8,208-share notice represents a small fraction of the reported 56,350,285 shares outstanding.

Negative

• Insider selling activity: Multiple sales in the past three months (three sales of 2,736 shares each) plus the scheduled sale could be interpreted as insider liquidity.
• Significant notional value: The aggregate market value of the proposed sale is reported as $11,468,379.00, a sizable dollar amount despite modest share count.

Insights

Securities Analyst

TL;DR: An affiliate plans a modest Rule 144 sale of 8,208 shares scheduled for 08/15/2025, following multiple small sales earlier in the quarter.

The filing documents a planned resale under Rule 144 rather than an open-market block trade or company-led disposition. The scheduled sale equals 8,208 shares with an aggregate market value shown as $11,468,379.00 against an outstanding share base of 56,350,285, which makes the transaction small on a percentage basis. The shares were acquired via option exercise in 2016 and payment is to be in cash. The filer also reports three prior sales of 2,736 shares each within the past three months. For investors, this is a disclosure of insider liquidity rather than an operational update; it provides transparency into affiliate selling activity without revealing intent beyond resale compliance.

Corporate Governance Expert

TL;DR: Routine Rule 144 disclosure of affiliate sales that shows compliance and ongoing insider liquidity but no new governance events.

The form reflects compliance with Rule 144 notice requirements. Key governance considerations include the insider representation that no undisclosed material adverse information exists. The filing notes acquisition via a 2016 option exercise and lists recent, small-volume sales in May, June, and July of 2025. There is no indication of any change to board composition, executive departures, or related-party transactions beyond ordinary insider sales. Materiality for shareholders is limited to monitoring insider selling patterns; the filing itself does not indicate governance concerns beyond routine resale activity.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Stifel Nicolaus & Company Inc 501 N Broadway St. Louis MO 63102	8208	11468379.00	56350285	08/15/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	11/10/2016	Stock Option Exercise	Issuer			158674	08/15/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Nicholas W Howley 1350 EUCLID AVENUE SUITE 1600 CLEVELAND OH 44115	Common Stock	07/15/2025	2736	4295128.00
Nicholas W Howley 1350 EUCLID AVENUE SUITE 1600 CLEVELAND OH 44115	Common Stock	06/16/2025	2736	3950011.00
Nicholas W Howley 1350 EUCLID AVENUE SUITE 1600 CLEVELAND OH 44115	Common Stock	05/15/2025	2736	3818433.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for TDG disclose?

The filing discloses a proposed sale of 8,208 shares of common stock with an aggregate market value of $11,468,379.00 scheduled for 08/15/2025 through Stifel Nicolaus & Company.

How many shares outstanding does TDG report in the filing?

The form lists 56,350,285 shares outstanding for the issuer.

When were the shares being sold originally acquired?

The shares were acquired on 11/10/2016 through a stock option exercise, totaling 158,674 shares acquired at that time.

Has the filer sold shares recently before this planned sale?

Yes. The filer reported three sales in the past three months: on 07/15/2025, 06/16/2025, and 05/15/2025, each for 2,736 shares with gross proceeds shown in the filing.

Through which broker will the shares be sold?

The filing names Stifel Nicolaus & Company Inc at 501 N Broadway St. Louis MO 63102 as the broker for the proposed sale.