TransDigm plans $2.5B secured notes offering

TransDigm plans a $2.5 billion private senior secured notes issue to refinance its existing 6.75% secured notes due 2028 and for general corporate purposes.

Rhea-AI Filing Summary

TransDigm Group INC (TDG) disclosed that its wholly owned subsidiary, TransDigm Inc., plans, subject to market and other conditions, to issue $2,500 million aggregate principal amount of senior secured notes in a private placement. The notes will be sold under Rule 144A and Regulation S to qualified institutional buyers and certain non-U.S. investors and will be guaranteed by TransDigm Group and certain of the issuer’s direct and indirect subsidiaries.

TransDigm Group intends to use the net proceeds from the new notes to repurchase all outstanding 6.75% Senior Secured Notes due 2028 through a concurrent tender offer and for general corporate purposes. The new notes and guarantees will not be registered under the Securities Act and may only be offered and sold pursuant to applicable registration exemptions.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

New senior secured notes offering size: $2,500 million aggregate principal amount Coupon on existing notes to be repurchased: 6.75% Maturity of existing secured notes: 2028 +2 more

5 metrics

New senior secured notes offering size $2,500 million aggregate principal amount Planned private offering by TransDigm Inc., announced September 14, 2026

Coupon on existing notes to be repurchased 6.75% Interest rate on outstanding Senior Secured Notes due 2028 targeted by tender offer

Maturity of existing secured notes 2028 Maturity year of 6.75% Senior Secured Notes to be repurchased

Offering exemptions Rule 144A and Regulation S Securities Act exemptions used for private placement of the notes

Announcement date September 14, 2026 Date TransDigm Group disclosed the planned notes offering

Key Terms

senior secured notes, Rule 144A, Regulation S, tender offer, +1 more

5 terms

senior secured notes financial

"to offer $2,500 million aggregate principal amount of senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Rule 144A regulatory

"in a private placement under Rule 144A and Regulation S of the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"under Rule 144A and Regulation S of the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

tender offer financial

"pursuant to a concurrent tender offer, and for general corporate purposes"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

forward-looking statements regulatory

"Statements in this on that are not historical facts are forward-looking statements"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did TransDigm Group INC (TDG) announce on September 14, 2026?

TransDigm announced that its subsidiary TransDigm Inc. plans to issue $2,500 million of senior secured notes in a private placement, subject to market and other conditions, under Rule 144A and Regulation S.

How will TransDigm Group (TDG) use the proceeds from the new senior secured notes?

TransDigm intends to use the net proceeds to repurchase all outstanding 6.75% Senior Secured Notes due 2028 through a concurrent tender offer and for general corporate purposes.

Who will guarantee the new senior secured notes of TransDigm Inc.?

The new senior secured notes will be guaranteed by TransDigm Group INC and by certain direct and indirect subsidiaries of TransDigm Inc., the issuing subsidiary.

Is TransDigm’s new $2.5 billion notes offering registered with the SEC?

No. The notes and related guarantees are not registered and will not be registered under the Securities Act or state securities laws, and may only be offered and sold pursuant to exemptions such as Rule 144A and Regulation S.

Who can buy the new TransDigm (TDG) senior secured notes?

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A and to non-U.S. persons outside the United States under Regulation S, in transactions exempt from registration.

What existing TransDigm debt is targeted by the concurrent tender offer?

The concurrent tender offer targets all of TransDigm Inc.’s outstanding 6.75% Senior Secured Notes due 2028, which the company intends to repurchase using net proceeds from the new notes offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 09:05 AM Accepted by SEC EDGAR 09/14/2026 - 09:04 AM Learn about SEC filing dates

0001260221false00012602212026-09-142026-09-14

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): September 14, 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 7.01. Regulation FD Disclosure.

$2,500 Million Senior Secured Notes Offering

On September 14, 2026, TransDigm Group Incorporated (“TransDigm Group”) announced that its wholly-owned subsidiary, TransDigm Inc. (the “Issuer”) is planning, subject to market and other conditions, to offer $2,500 million aggregate principal amount of senior secured notes (the “Notes”) pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed by TransDigm Group and certain of the Issuer’s direct and indirect subsidiaries.

TransDigm Group intends to use the net proceeds of the offering of the Notes to repurchase all of the Issuer’s outstanding 6.75% Senior Secured Notes due 2028 (the “2028 Secured Notes”) pursuant to a concurrent tender offer, and for general corporate purposes.

The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been (and will not be) registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state securities or blue sky laws and foreign securities laws.

* * * * *

This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this Current Report on Form 8-K in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.

The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in filings under the Securities Act.

Forward-Looking Statements

Statements in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” or “continue” and other words and terms of similar meaning may identify forward-looking statements.

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: TransDigm Group’s ability to successfully complete the offering of the Notes and the concurrent tender offer for the 2028 Secured Notes; the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our 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; our 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; our 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 our 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 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 the 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/ Sarah Wynne
			Name:						Sarah Wynne
			Title:						Chief Financial Officer (Principal Financial Officer)

Dated: September 14, 2026

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