TransDigm raises $2B in new debt for acquisitions

TransDigm Group Incorporated reported that its subsidiary TransDigm Inc. has completed $2,000 million of new debt financing to support previously announced acquisitions.

Rhea-AI Filing Summary

TransDigm Group Incorporated reported that its subsidiary TransDigm Inc. has completed $2,000 million of new debt financing to support previously announced acquisitions. The financing includes $1,200 million of 6.125% senior subordinated notes due July 31, 2034 and $800 million of new tranche N term loans maturing February 13, 2033. The notes were issued at 100% of principal, pay 6.125% interest semi-annually starting July 31, 2026, and are guaranteed on a senior subordinated basis by TD Group and certain restricted subsidiaries. The term loans bear interest at Term SOFR plus a 2.50% margin and were fully drawn on February 13, 2026. TransDigm intends to use the net proceeds, along with cash on hand, to fund the aggregate purchase price of Stellant Systems, Inc., Jet Parts Engineering, Victor Sierra Aviation Holdings and related transaction fees and expenses.

Insights

Credit & Capital Structure Analyst

TransDigm adds $2,000 million in new debt to fund acquisitions.

TransDigm Inc. completed offerings totaling $2,000 million, split between $1,200 million of 6.125% senior subordinated notes due 2034 and $800 million of new tranche N term loans maturing 2033. The notes were issued at 100% of principal value.

The term loans carry interest at Term SOFR plus 2.50%, while the notes pay a fixed 6.125% coupon with semi-annual payments starting July 31, 2026. The notes are senior subordinated obligations, ranking below existing and future senior indebtedness and above expressly subordinated debt.

Net proceeds, together with cash on hand, are earmarked to fund the previously announced acquisitions of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings and related fees. Actual leverage impact and acquisition performance details would be clarified in subsequent company filings.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

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

What financing did TransDigm Group (TDG) complete on February 13, 2026?

TransDigm completed $2,000 million in new debt financing through its subsidiary. This consisted of $1,200 million of 6.125% senior subordinated notes due 2034 and $800 million of new tranche N term loans maturing in 2033, both fully executed on February 13, 2026.

What are the key terms of TransDigm’s new 6.125% senior subordinated notes?

The new notes total $1,200 million, carry a fixed 6.125% annual interest rate, and mature on July 31, 2034. Interest accrues from February 13, 2026 and is payable semi-annually on January 31 and July 31, starting July 31, 2026.

How will TransDigm (TDG) use the proceeds from the new debt offerings?

TransDigm intends to use net proceeds from the notes and new term loans, together with cash on hand, to fund the aggregate purchase price of its previously announced acquisitions of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings, plus related transaction fees and expenses.

What are the main features of TransDigm’s new tranche N term loans?

The new tranche N term loans total $800 million and mature on February 13, 2033. They bear interest at Term SOFR plus a 2.50% margin, include a 0.125% original issue discount to lenders, and were fully drawn on February 13, 2026.

How are TransDigm’s new senior subordinated notes guaranteed and ranked?

The notes are senior subordinated obligations of TransDigm Inc. and are guaranteed on a senior subordinated basis by TD Group and specified restricted subsidiaries. They rank junior to existing and future senior indebtedness, equal to other senior subordinated debt, and senior to expressly subordinated obligations.

What covenants and default provisions apply to TransDigm’s new notes?

The indenture includes covenants limiting additional indebtedness, restricted payments, certain investments, affiliate transactions, asset sales, liens and mergers. Events of default include customary triggers, with automatic acceleration upon certain bankruptcy or insolvency events affecting TransDigm and acceleration rights for holders if other specified defaults continue.

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Accepted by SEC EDGAR 02/13/2026 - 04:15 PM Learn about SEC filing dates

TransDigm Group INC false 0001260221 0001260221 2026-02-13 2026-02-13

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): February 13, 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 1.01. Entry into a Material Definitive Agreement.

Completed Financing Summary

On February 13, 2026, TransDigm Inc. (“TransDigm”), a wholly-owned subsidiary of TransDigm Group Incorporated (“TD Group”), completed the previously announced offerings of an aggregate of $2,000 million of new debt, consisting of $1,200 million of 6.125% Senior Subordinated Notes maturing July 31, 2034 (the “Notes”) and $800 million of new tranche N term loans (the “New Term Loans”) maturing February 13, 2033.

TD Group intends to use the net proceeds of the offerings of the Notes and the New Term Loans, together with cash on hand, to fund the aggregate purchase price of the previously announced and expected acquisitions of (i) Stellant Systems, Inc. and (ii) Jet Parts Engineering and Victor Sierra Aviation Holdings and for related transaction fees and expenses.

Subordinated Notes Indenture

On February 13, 2026, TransDigm issued $1,200 million in aggregate principal amount of the Notes at an issue price of 100.000% of the principal amount thereof in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

The Notes were issued pursuant to an indenture, dated as of February 13, 2026 (the “Indenture”), among TransDigm, as issuer, TD Group and the subsidiaries of TransDigm party thereto, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The Notes bear interest at the rate of 6.125% per annum, which accrues from February 13, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on July 31, 2026. The Notes mature on July 31, 2034, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.

TransDigm may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If TD Group or TransDigm experiences specific kinds of changes in control or TD Group or any of its restricted subsidiaries sells certain of its assets, then TransDigm must offer to repurchase the Notes on the terms set forth in the Indenture.

The Notes are TransDigm’s senior subordinated obligations. As of the issue date, the Notes are guaranteed, on a senior subordinated basis, by TD Group and each of TransDigm’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s senior secured credit facilities. From and after the issue date, the Notes will be guaranteed, with certain exceptions, on a senior subordinated basis by TD Group and each of TransDigm’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm or any of the guarantors in an aggregate principal amount of at least $200 million. The Notes and the related guarantees rank junior in right of payment with all of TransDigm’s and the guarantors’ existing and future senior indebtedness, equally in right of payment to any of TransDigm’s and the guarantor’s existing and future senior subordinated indebtedness, senior in right of payment to any of TransDigm’s and the guarantors’ existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes and related guarantees, and structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries.

The Indenture contains certain covenants that, among other things, limit TransDigm’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make certain investments, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets, incur or suffer to exist liens securing indebtedness and engage in certain business activities. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to TransDigm, all outstanding Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all Notes to be due and payable immediately.

The above summary of the Indenture is qualified in its entirety by reference to the Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Credit Agreement Amendment

On February 13, 2026, TransDigm, TD Group and certain subsidiaries of TransDigm entered into Amendment No. 20 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which TransDigm, among other things, incurred $800 million of the New Term Loans. The New Term Loans bear interest at a rate of Term SOFR plus an applicable margin of 2.50%. Original issue discount of 0.125% was paid to lenders of the New Term Loans. The other terms and conditions that apply to the New Term Loans are substantially the same as the terms and conditions that apply to the other term loans outstanding under the Credit Agreement. The New Term Loans were fully drawn on February 13, 2026.

The Credit Agreement Amendment amends that certain Second Amended and Restated Credit Agreement, dated June 4, 2014, as amended, with Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders named therein (the “Credit Agreement”).

The above summary of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of February 13, 2026, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 6.125% Senior Subordinated Notes due 2034.
4.2		Form of 6.125% Senior Subordinated Notes due 2034 (included in Exhibit 4.1).
10.1*		Amendment No. 20 and Incremental Term Loan Assumption Agreement, dated as of February 13, 2026, to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. TD Group hereby undertakes to furnish on a supplemental basis a copy of any omitted exhibit upon request by the Securities and Exchange Commission.

2

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: February 13, 2026

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.1 MB

Other Documents

• EX-4.1 EX-4.1 724.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB