TransDigm Group (NYSE: TDG) ends proposed Stellant Systems deal after review

Rhea-AI Filing Summary

TransDigm Group Incorporated elected to withdraw from its proposed acquisition of Stellant Systems, Inc. from Arlington Capital Partners. After reviewing the situation, the company concluded that continuing through the regulatory review process was no longer in the best interests of the company and its shareholders, citing uncertainty, the likely time required relative to contractual deadlines, and the opportunity cost versus other strategic acquisitions.

Following TransDigm’s withdrawal of its regulatory filing on July 10, 2026, the seller provided notice of termination of the transaction agreement. TransDigm states that it remains committed to a disciplined acquisition strategy and continues to evaluate opportunities it believes will enhance long-term shareholder value, while reiterating standard forward-looking statement risk disclosures.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Regulatory filing withdrawal date: July 10, 2026 Announcement date: July 13, 2026 Referenced fiscal year-end: September 30, 2025 +1 more

4 metrics

Regulatory filing withdrawal date July 10, 2026 Date TransDigm withdrew its regulatory filing related to the Stellant Systems transaction

Announcement date July 13, 2026 Date TransDigm announced its decision to withdraw from the Stellant acquisition

Referenced fiscal year-end September 30, 2025 Fiscal year-end for the Annual Report cited for additional risk factors

Par value of common stock $0.01 Par value per share of TransDigm’s common stock listed on the NYSE

Key Terms

regulatory review process, opportunity cost, disciplined acquisition strategy, forward-looking statements, +1 more

5 terms

regulatory review process regulatory

"continuing to pursue the transaction through the regulatory review process was no longer"

A regulatory review process is the formal evaluation carried out by government or independent agencies of a company’s filings, applications, or products to check compliance with laws, safety, efficacy, and reporting standards before granting permission to operate, sell, or change business activities. Its outcome and timing affect when a company can bring products to market, recognize revenue, or face restrictions — like waiting for a permit or inspection before opening a new store.

opportunity cost financial

"and the opportunity cost of continuing to pursue the transaction rather than focusing"

disciplined acquisition strategy financial

"The Company remains committed to its disciplined acquisition strategy and continues"

forward-looking statements regulatory

"The statements in this on contain forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

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FAQ

What transaction did TransDigm Group (TDG) decide to withdraw from?

TransDigm Group withdrew from its proposed acquisition of Stellant Systems, Inc. from Arlington Capital Partners. The decision followed a review of regulatory timing, uncertainty, and opportunity costs versus other potential strategic acquisitions.

Why did TransDigm Group (TDG) abandon the Stellant Systems acquisition?

The company determined that continuing the Stellant Systems deal was not in the best interests of the company and its shareholders, citing regulatory uncertainty, likely time to complete relative to contractual limits, and the opportunity cost versus other acquisitions.

What happened to the Stellant transaction agreement after TransDigm (TDG) withdrew?

After TransDigm withdrew its regulatory filing on July 10, 2026, Arlington Capital Partners, as seller, sent TransDigm a notice of termination of the transaction agreement, formally ending the proposed acquisition.

Does TransDigm Group (TDG) still plan to pursue acquisitions after ending the Stellant deal?

Yes. TransDigm states it remains committed to a disciplined acquisition strategy and continues to evaluate acquisition opportunities that it believes will enhance long-term shareholder value, despite terminating the Stellant process.

What risks does TransDigm Group (TDG) highlight in its forward-looking statements?

TransDigm lists risks such as flight-hour sensitivity, supply chain constraints, rising raw material and labor costs, indebtedness, geopolitical events, cybersecurity threats, climate-related risks, U.S. defense budget exposure, regulatory changes, environmental liabilities, and litigation.

Which reporting period does TransDigm Group (TDG) reference for additional risk information?

TransDigm refers investors to its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, along with other SEC reports, for further details on factors that could cause actual results to differ from forward-looking statements.

0001260221false00012602212026-07-102026-07-10

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): July 10, 2026

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-32833

41-2101738

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1350 Euclid Avenue,

Suite 1600,

Cleveland,

Ohio

44115

(Address of principal executive offices)

(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

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:

Name of each exchange on which registered:

Common Stock, $0.01 par value

TDG

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 8.01. Other Events.

On July 13, 2026, TransDigm Group Incorporated (the “Company”) announced that it has elected to withdraw from its proposed acquisition of Stellant Systems, Inc. (“Stellant”) from Arlington Capital Partners (“Seller”) and has notified relevant parties of its decision.

The Company recently concluded, after careful consideration, that continuing to pursue the transaction through the regulatory review process was no longer in the best interests of the Company and its shareholders. In reaching this determination, the Company considered the uncertainty, the likely required time to complete the transaction relative to the contractual time limitation with Seller, and the opportunity cost of continuing to pursue the transaction rather than focusing on other strategic acquisition opportunities. Accordingly, the Company determined that withdrawing from the proposed acquisition represents the most prudent allocation of the Company's capital and management resources and is in the best interests of the Company and its shareholders. Following the Company's withdrawal of its regulatory filing on July 10, 2026, Seller provided the Company with notice of termination of the transaction agreement. The Company remains committed to its disciplined acquisition strategy and continues to evaluate acquisition opportunities that it believes will enhance long-term shareholder value.

Forward-Looking Statements

The statements in this Current Report on Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties that could cause TransDigm Group’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties include but are not limited to: the sensitivity of TransDigm Group’s business to the number of flight hours that TransDigm Group’s customers’ planes spend aloft and its customers’ profitability, both of which are affected by general economic conditions; supply chain constraints; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; TransDigm Group’s indebtedness; current and future geopolitical or other worldwide events, including, without limitation, wars or conflicts and public health crises; cybersecurity threats; risks related to the transition or physical impacts of climate change and other natural disasters or meeting regulatory requirements; TransDigm Group’s reliance on certain customers; the United States (“U.S.”) defense budget and risks associated with being a government supplier, including government audits and investigations; failure to maintain government or industry approvals; risks related to changes in laws and regulations, including increases in compliance costs and potential changes in trade policies and tariffs; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with TransDigm Group’s international sales and operations; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise or update any forward-looking statements contained in this Current Report on Form 8-K.

SIGNATURE

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.

TRANSDIGM GROUP INCORPORATED
By:									/s/ Armani Vadiee
			Name:						Armani Vadiee
			Title:						General Counsel, Chief Compliance Officer and Secretary

Dated: July 13, 2026

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