TransDigm (NYSE: TDG) prices $500M notes and plans $1B term loans

Rhea-AI Filing Summary

TransDigm Group Incorporated priced an incremental $1,500 million of new debt to help fund its planned acquisition of Stellant Systems, Inc. and approximately $800 million of common share repurchases completed in March 2026.

The company is issuing $500 million of additional 6.125% Senior Subordinated Notes due 2034 through its subsidiary TransDigm Inc. at 100.375% of principal, with closing expected on April 17, 2026 subject to customary conditions. TransDigm Inc. also expects to incur up to $1,000 million of new tranche N term loans maturing in February 2033 under an amendment to its existing credit agreement, although completion of this amendment depends on market and other conditions.

Insights

Capital structure analyst

TransDigm adds $1.5B of new debt to fund an acquisition and share repurchases, expanding leverage but extending maturities.

TransDigm Group plans an incremental $1,500 million of debt via a mix of high-yield notes and term loans. This supports the Stellant Systems acquisition and about $800 million of recent share repurchases, indicating continued use of leveraged financing.

The company is adding $500 million of additional 6.125% Senior Subordinated Notes due 2034, on top of $1,200 million of existing notes, and expects up to $1,000 million of new tranche N term loans maturing in February 2033. Overall indebtedness and refinancing risk become more important factors for evaluating future performance.

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

Incremental debt: $1,500 million New notes issuance: $500 million New notes coupon rate: 6.125% +4 more

7 metrics

Incremental debt $1,500 million Total new debt to fund acquisition and buybacks

New notes issuance $500 million Additional 6.125% Senior Subordinated Notes due 2034

New notes coupon rate 6.125% Senior Subordinated Notes due 2034

New notes issue price 100.375% of principal Price for additional 2034 notes, plus accrued interest

Existing 2034 notes $1,200 million Initial 6.125% Senior Subordinated Notes issued February 13, 2026

Planned term loans $1,000 million Additional tranche N term loans maturing February 2033

Share repurchases approximately $800 million Common share repurchases completed in March 2026

Key Terms

Senior Subordinated Notes, Rule 144A, Regulation S, Credit Agreement Amendment, +1 more

5 terms

Senior Subordinated Notes financial

"6.125% Senior Subordinated Notes due 2034 (the “New Notes”)"

A senior subordinated note is a loan-like security that a company issues which pays interest and must be repaid, but sits behind (is subordinate to) the company’s most senior loans while still ranking above shareholders. For investors this matters because it offers higher interest to compensate for greater risk: in bankruptcy holders get paid after senior creditors but before equity, so recovery and price swings are tied to the issuer’s financial strength—think of it as being second in line for repayment.

Rule 144A regulatory

"in reliance on the exemption from registration set forth in Rule 144A under 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

"outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S"

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.

Credit Agreement Amendment financial

"by entering into an Amendment No. 21 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”)"

forward-looking statements regulatory

"The statements in this on contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

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.

Understanding 8-K Material Events →

0001260221false00012602212026-04-142026-04-14

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): April 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.

On April 14, 2026, TransDigm Group Incorporated (“TransDigm Group”) priced an incremental $1,500 million of new debt. TransDigm Group intends to use the net proceeds of the incremental debt, together with cash on hand, to fund (i) the purchase price of the previously announced and expected acquisition of Stellant Systems, Inc. (the “Acquisition”) and (ii) approximately $800 million of common share repurchases completed in March 2026, and for related transaction fees and expenses.

$500 Million Senior Subordinated Notes Offering Pricing

TransDigm Group priced its offering of $500 million aggregate principal amount of additional 6.125% Senior Subordinated Notes due 2034 (the “New Notes”) of TransDigm Inc., its wholly-owned subsidiary. The New Notes will be issued at a price of 100.375% of their principal amount plus accrued interest from February 13, 2026. The offering of the New Notes is expected to close on April 17, 2026, subject to customary closing conditions. The New Notes will be guaranteed by TransDigm Group and certain of TransDigm Inc.’s direct and indirect subsidiaries. As previously announced, TransDigm Inc. issued $1,200 million aggregate principal amount of 6.125% Senior Subordinated Notes due 2034 on February 13, 2026 (the “Initial Notes”). The New Notes will be an additional issuance of the Initial Notes, and the New Notes will be of the same class and series as, and otherwise identical to, the Initial Notes, other than with respect to the date of issuance and issue price.

The New Notes and related guarantees are being offered pursuant to a confidential offering memorandum 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 of 1933 (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 New 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.

$1,000 Million New Term Loans

As previously announced, concurrently with the closing of the offering of the New Notes, TransDigm Group expects to amend the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group, the subsidiaries of TransDigm Inc. party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders, by entering into an Amendment No. 21 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which, among other things, TransDigm Inc. is expected to incur up to $1,000 million of additional tranche N term loans with a maturity date in February 2033. The closing of the offering of the New Notes is not conditioned on the closing of the Credit Agreement Amendment, and the closing of the Credit Agreement Amendment is not conditioned on the closing of the offering of the New Notes. The completion of the Credit Agreement Amendment is subject to market and other conditions and there can be no assurance as to whether or when the Credit Agreement Amendment may be completed, if at all.

* * * * *

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

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: TransDigm Group’s ability to successfully complete the offering of the New Notes and complete the Credit Agreement Amendment; TransDigm Group’s ability to successfully complete the Acquisition; 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 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/ Sarah Wynne
			Name:						Sarah Wynne
			Title:						Chief Financial Officer (Principal Financial Officer)

Dated: April 15, 2026

FAQ

How much new debt is TransDigm (TDG) adding in this 8-K filing?

TransDigm is adding $1,500 million of incremental debt. This consists of $500 million of additional 6.125% Senior Subordinated Notes due 2034 and up to $1,000 million of new tranche N term loans expected under a credit agreement amendment.

What will TransDigm (TDG) use the $1.5 billion of new debt for?

TransDigm intends to use the $1,500 million of incremental debt, along with cash on hand, to fund the Stellant Systems, Inc. acquisition, approximately $800 million of common share repurchases completed in March 2026, and related transaction fees and expenses.

What are the key terms of TransDigm’s new $500 million notes?

TransDigm is issuing $500 million of additional 6.125% Senior Subordinated Notes due 2034. The notes will be issued at 100.375% of principal plus accrued interest from February 13, 2026, and are expected to close on April 17, 2026, subject to customary conditions.

How do the new TransDigm notes relate to its existing 6.125% notes?

The $500 million of new 6.125% Senior Subordinated Notes due 2034 will be an additional issuance of TransDigm’s existing $1,200 million 6.125% Senior Subordinated Notes due 2034. They form the same class and series, differing mainly by issue date and price.

What are the details of TransDigm’s planned $1,000 million term loans?

TransDigm expects its subsidiary to incur up to $1,000 million of additional tranche N term loans with a maturity in February 2033. These loans depend on completing a credit agreement amendment, which is subject to market and other conditions and may not be completed.

Who can buy TransDigm’s new 6.125% Senior Subordinated Notes?

The new notes and guarantees are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be sold in U.S. public markets without an applicable exemption.

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