TransDigm (NYSE: TDG) signs $960M deal to buy Stellant Systems

Rhea-AI Filing Summary

TransDigm Group Incorporated has signed a definitive agreement to acquire Stellant Systems, Inc. for approximately $960 million in cash, including certain tax benefits. Stellant designs and manufactures high-power electronic components and subsystems for the aerospace and defense market, focusing on highly engineered, proprietary products with meaningful aftermarket demand.

Stellant is expected to generate about $300 million in revenue for the calendar year ending December 31, 2025, with approximately 50% of its revenue from the aftermarket and nearly all from proprietary products. The business operates manufacturing locations in California, Pennsylvania, New York, and Massachusetts and employs roughly 950 people. The acquisition remains subject to U.S. regulatory approvals and customary closing conditions.

Insights

Aerospace & Defense M&A Analyst

TransDigm agrees to a $960M cash deal for Stellant, adding sizeable proprietary, aftermarket revenue in aerospace and defense.

The agreement to acquire Stellant Systems for approximately $960 million in cash expands TransDigm’s exposure to high-power electronic components and subsystems in aerospace and defense. Stellant’s products are described as highly engineered and proprietary, aligning with TransDigm’s typical focus on specialized, hard-to-replace components.

Stellant is expected to generate around $300 million in revenue for the year ending December 31, 2025, with about 50% coming from the aftermarket and nearly all from proprietary products, characteristics that can support higher margins and recurring demand. The transaction is still subject to U.S. regulatory approvals and customary closing conditions, so completion timing and ultimate integration effects will depend on those steps.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What transaction did TransDigm Group (TDG) announce regarding Stellant Systems?

TransDigm Group announced a definitive agreement to acquire Stellant Systems, Inc., a portfolio company of Arlington Capital Partners, for approximately $960 million in cash, including certain tax benefits.

How large is Stellant Systems in terms of expected revenue for 2025?

Stellant Systems is expected to generate approximately $300 million in revenue for the calendar year ending December 31, 2025.

What portion of Stellant Systems’ revenue is aftermarket and proprietary?

Approximately 50% of Stellant’s revenue is derived from the aftermarket, and nearly all of its revenue is generated from proprietary products.

In which markets and geographies does Stellant Systems operate?

Stellant serves the aerospace and defense end market and has manufacturing locations in Torrance, California; Williamsport, Pennsylvania; Melville, New York; and Topsfield, Massachusetts.

How many employees does Stellant Systems have?

Stellant Systems employs approximately 950 people.

Is the TransDigm acquisition of Stellant Systems already completed?

No. The acquisition is subject to regulatory approvals in the United States and customary closing conditions, so it has not yet closed based on the disclosed information.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 12/31/2025 - 08:33 AM Learn about SEC filing dates

0001260221false00012602212025-12-312025-12-31

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): December 31, 2025

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 December 31, 2025, TransDigm Group Incorporated (“TransDigm Group”) issued a press release (the “Press Release”) announcing its definitive agreement to acquire Stellant Systems, Inc. (“Stellant” or “the Company”), a portfolio company of Arlington Capital Partners, for approximately $960 million in cash, including certain tax benefits. A copy of this Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Stellant, headquartered in Torrance, California, is a leading global designer and manufacturer of high-power electronic components and subsystems serving the aerospace and defense end market. The Company’s products are highly engineered, proprietary components with substantial aftermarket content and a strong presence across major aerospace and defense platforms, adding new products and services to TransDigm's portfolio. Approximately 50% of Stellant’s revenue is derived from the aftermarket, and nearly all its revenue is generated from proprietary products. Stellant is expected to generate approximately $300 million in revenue for the calendar year ending December 31, 2025. The Company has manufacturing locations in Torrance, California; Williamsport, Pennsylvania; Melville, New York; and Topsfield, Massachusetts. The Company employs approximately 950 people. The acquisition is subject to regulatory approvals in the United States and customary closing conditions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 31, 2025