TDG appoints Mr. Lisman as CEO with Exhibit 10.1 filed

Rhea-AI Filing Summary

TransDigm Group (TDG) disclosed the appointment of Mr. Lisman as President and Chief Executive Officer and stated the company executed a Second Amended and Restated Employment Agreement with him dated October 1, 2025. That agreement is filed as Exhibit 10.1 to the current report and is incorporated by reference. The filing also says there are no family relationships between Mr. Lisman and any director or executive officer and no related‑party transactions with him reportable under Regulation S‑K Item 404(a). The disclosure is procedural and focuses on governance and disclosure compliance rather than financial metrics.

Positive

• Named a new CEO with a formal employment agreement dated October 1, 2025
• Exhibit 10.1 filed and incorporated by reference, enabling review of contractual terms
• No family relationships reported between the new CEO and current directors or officers
• No related‑party transactions reportable under Item 404(a)

Negative

• None.

Insights

Corporate Governance Analyst

TDG named a new CEO and filed the related employment agreement dated October 1, 2025.

The appointment of Mr. Lisman and the filing of a Second Amended and Restated Employment Agreement provide the formal disclosure investors expect when leadership changes occur. The document establishes contractual terms will be available to investors via Exhibit 10.1, which helps clarify compensation and governance structure once reviewed.

The absence of reported family ties and no related‑party transactions under Item 404(a) reduces immediate governance concerns tied to conflicts of interest. Near term, investors will likely examine Exhibit 10.1 for compensation structure and any change‑in‑control provisions to assess potential financial impact within the next reporting cycle.

Investor Relations Specialist

Disclosure is concise and compliance‑oriented; materiality depends on contract details in Exhibit 10.1.

The filing signals a leadership change but contains no financial figures or forward guidance. Its primary value is transparency: the employment agreement is incorporated by reference so stakeholders can review specific terms once they access Exhibit 10.1. That makes the current report a notice, not a source of valuation metrics.

Market impact will depend on the actual provisions disclosed in Exhibit 10.1 and any subsequent commentary; expect any material compensation or severance clauses to be relevant within weeks after the exhibit becomes available.

0001260221false00012602212025-10-012025-10-01

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): October 1, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2025, the Board of Directors of TransDigm Group Incorporated (the “Company” or “TransDigm”) appointed Mike Lisman as the Company’s President and Chief Executive Officer, effective immediately. Mr. Lisman succeeds Kevin Stein, who retired as President and Chief Executive Officer of the Company effective September 30, 2025. Mr. Stein’s retirement and Mr. Lisman’s succession were first announced on May 6, 2025.

Mr. Lisman has served as Co-Chief Operating Officer of the Company since May 2023. Prior to this role, he held several positions across the Company, including Chief Financial Officer and Executive Vice President, with direct operational oversight for several TransDigm's operating units. Additionally, Mr. Lisman previously held roles as the leader of the Company's Mergers and Acquisitions group and as a Business Unit Manager at one of TransDigm's operating units. Prior to joining the Company in 2015, Mr. Lisman worked in the private equity industry at the New York and London offices of Warburg Pincus. He received a B.S. in aerospace engineering from Notre Dame and an MBA from Harvard Business School.

In connection with Mr. Lisman’s appointment as President and Chief Executive Officer, the Company executed a Second Amended and Restated Employment Agreement with Mr. Lisman, dated October 1, 2025, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There are no family relationships between Mr. Lisman and any director or executive officer of the Company, and there are no related party transactions between the Company and Mr. Lisman reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release dated May 6, 2025 which first announced the appointment of Mike Lisman as President and Chief Executive Officer and the retirement of Mr. Stein is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Amended and Restated Employment Agreement, dated October 1, 2025, between the Company and Michael Lisman
99.1						Press Release dated May 6, 2025 announcing appointment of Mike Lisman as President and Chief Executive Officer and retirement of Kevin Stein
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/ Armani Vadiee
			Name:						Armani Vadiee
			Title:						General Counsel, Chief Compliance Officer and Secretary

Dated: October 1, 2025

FAQ

What change did TransDigm Group (TDG) disclose in this Form 8‑K?

The company disclosed the appointment of Mr. Lisman as President and Chief Executive Officer and execution of a Second Amended and Restated Employment Agreement dated October 1, 2025.

Is the employment agreement with the new CEO available?

Yes, the employment agreement is filed as Exhibit 10.1 to the current report and is incorporated by reference.

Are there any related‑party issues disclosed with Mr. Lisman?

The filing states there are no family relationships with directors or executive officers and no related‑party transactions reportable under Item 404(a).

Does the 8‑K include financial terms or compensation figures for Mr. Lisman?

No specific financial terms or compensation figures are included in the 8‑K text; those details would be in Exhibit 10.1 if provided there.

Will this filing itself change TDG's financial reporting?

The filing is a governance disclosure and does not include financial metrics; any material financial impact would depend on terms disclosed in Exhibit 10.1.