TransDigm Group Incorporated 8-K Filings

TransDigm Group Incorporated entered into a definitive agreement to acquire Prince & Izant, a portfolio company of Industrial Growth Partners, for approximately $1.066 billion in cash, including certain tax benefits. Closing is subject to regulatory approvals in the United States and other customary closing conditions.

Prince & Izant, headquartered in Cleveland, designs and manufactures highly engineered brazing alloys and specialty metal components used in advanced, high cost-of-failure applications. It primarily serves aerospace and defense, aeroderivative turbine and transportation markets, derives most revenue from the aftermarket, spans nearly 10,000 active SKUs, and is expected to generate about $360 million in 2026 revenue with roughly 220 employees across four U.S. manufacturing sites. TransDigm’s CEO indicated the deal aligns with the company’s acquisition criteria and long-term private equity-like return objectives.

TransDigm Group Incorporated appointed Irina Krasik to its Board of Directors, effective July 22, 2026. She is a Managing Director at Stellex Capital Management and previously worked at Bregal Investments, The Wicks Group, The Carlyle Group and Merrill Lynch in investment roles.

She also serves on several private-company boards, bringing experience in mergers and acquisitions, investing, corporate strategy and governance. She has not yet been named to any board committees, there are no related person transactions with TransDigm, and she will be paid under the standard non-employee director compensation program described in the 2026 proxy statement.

TransDigm Group Incorporated elected to withdraw from its proposed acquisition of Stellant Systems, Inc. from Arlington Capital Partners. After reviewing the situation, the company concluded that continuing through the regulatory review process was no longer in the best interests of the company and its shareholders, citing uncertainty, the likely time required relative to contractual deadlines, and the opportunity cost versus other strategic acquisitions.

Following TransDigm’s withdrawal of its regulatory filing on July 10, 2026, the seller provided notice of termination of the transaction agreement. TransDigm states that it remains committed to a disciplined acquisition strategy and continues to evaluate opportunities it believes will enhance long-term shareholder value, while reiterating standard forward-looking statement risk disclosures.

TransDigm Group reported strong fiscal 2026 second quarter results, with net sales of $2,544 million, up 18% from $2,150 million a year earlier. Net income rose to $536 million, an increase of 11.9%, and earnings per share reached $9.20, up 12%.

EBITDA As Defined grew 15.1% to $1,337 million, delivering a high margin of 52.6%. Adjusted earnings per share rose to $9.85 from $9.11. For the first half, net sales increased 16.2% to $4,828 million, and adjusted EPS climbed to $18.09 from $16.94.

The company completed the $2.2 billion acquisition of Jet Parts Engineering and Victor Sierra and has an agreement to buy Stellant Systems for about $960 million. It also returned $905 million to shareholders year-to-date through share repurchases. TransDigm raised its fiscal 2026 guidance, now targeting midpoint net sales of about $10.36 billion, EBITDA As Defined of about $5.42 billion, and adjusted EPS of about $39.52.

TransDigm Group Incorporated, through its subsidiary TransDigm Inc., completed $1,500 million of new debt financing. This includes $500 million of 6.125% Senior Subordinated Notes due July 31, 2034 and $1,000 million of additional tranche N term loans maturing February 13, 2033.

TransDigm Group intends to use the net proceeds, together with cash on hand, to fund the purchase price of the expected acquisition of Stellant Systems, Inc., approximately $800 million of common share repurchases completed in March 2026, and related transaction fees and expenses. The new notes and loans carry covenant, ranking and default terms typical for TransDigm’s existing credit structure.

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.

TransDigm Group released preliminary results for the thirteen-week period ended March 28, 2026, reporting net sales of about $2,540 million to $2,545 million and EBITDA As Defined of about $1,330 million to $1,335 million. These figures are unaudited estimates and may change after full closing procedures.

The company’s subsidiary, TransDigm Inc., plans, subject to market and other conditions, to raise $1,250 million of new debt, including $250 million of additional 6.125% senior subordinated notes due 2034 and $1,000 million of new term loans. TransDigm Group intends to use the net proceeds, together with cash on hand, to fund the Stellant Systems acquisition, approximately $800 million of common share repurchases completed in March 2026, and related transaction fees and expenses.

TransDigm Group Incorporated has completed its acquisition of Jet Parts Engineering and Victor Sierra Aviation Holdings for approximately $2.2 billion in cash, including certain tax benefits. The deal was funded with cash on hand and proceeds from debt offerings completed in February 2026.

Jet Parts Engineering is a leading independent designer and manufacturer of proprietary OEM-alternative aerospace parts and repairs, generating nearly all revenue from the commercial aftermarket and employing about 300 people. Victor Sierra Aviation focuses on proprietary PMA and other aftermarket parts for general and business aviation, with nearly all revenue from the commercial aftermarket and a workforce of about 400.

The two companies together produced approximately $280 million in revenue for the year ended December 31, 2025, expanding TransDigm’s presence in highly engineered commercial aerospace aftermarket components.

TransDigm Group Incorporated reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected ten directors, including Jane M. Cronin, Michele L. Santana, and Robert J. Small, with each nominee receiving substantially more votes "for" than "withheld" and with broker non-votes recorded.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 51,593,887 votes for, 1,227,313 against and 12,544 abstentions. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 48,583,255 votes for, 1,612,610 against, 20,962 abstentions and 2,616,917 broker non-votes. No other matters were submitted for a vote.

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.

TransDigm Group Incorporated priced an aggregate of $2,000 million of new debt to help fund previously announced acquisitions of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings and to pay related fees and expenses.

The company priced $1,200 million of 6.125% Senior Subordinated Notes due 2034, issued at 100% of principal by wholly owned subsidiary TransDigm Inc. and guaranteed by TransDigm Group and certain subsidiaries. Concurrently, TransDigm Inc. expects to incur up to $800 million of new tranche N term loans under a credit agreement amendment, with a maturity in February 2033.

The notes are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and are not registered under U.S. securities laws. The company also highlights customary forward-looking risks, including execution of the offerings, completion and integration of the acquisitions, leverage, macroeconomic conditions, supply chain, regulatory and geopolitical factors.

TransDigm Group Incorporated is planning, through its wholly owned subsidiary TransDigm Inc., to raise $2,000 million in new debt, subject to market and other conditions. The plan includes $1,000 million of new senior subordinated notes and $1,000 million of new term loans to be launched at the same time.

Net proceeds from this incremental debt, together with cash on hand, are intended to fund the aggregate purchase price of the previously announced acquisitions of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings, plus related fees and expenses. The notes will be privately offered under Rule 144A and Regulation S, guaranteed by TransDigm Group and certain subsidiaries, and not registered under the Securities Act.

Concurrently, TransDigm expects to amend its existing credit agreement via Amendment No. 20 to add up to $1,000 million of new tranche N term loans. Completion of both the notes offering and the credit agreement amendment remains subject to market and other conditions, and neither closing depends on the other.

TransDigm Group Incorporated filed a current report to share that it has released a press release covering financial results for its first quarter ended December 27, 2025. The press release is furnished as an exhibit and not treated as filed for securities law liability purposes.

The company is also hosting an investor conference call and live audio webcast on February 3, 2026 at 11:00 a.m. Eastern Time, with related presentation materials available on its investor relations website.

TransDigm Group has signed a definitive agreement to acquire Jet Parts Engineering and Victor Sierra Aviation Holdings, portfolio companies of Vance Street Capital, for approximately $2.2 billion in cash, including certain tax benefits. The two businesses focus on highly engineered, proprietary FAA-approved replacement parts and repairs for the commercial, regional, cargo, general and business aviation aftermarket.

Jet Parts Engineering, based in Seattle, designs and manufactures proprietary OEM-alternative parts and repairs, with engineering and repair locations across several U.S. states and the United Kingdom and approximately 300 employees. Victor Sierra Aviation brings brands such as McFarlane Aviation, Tempest Aero Group and Aviation Products Systems, employs about 400 people, and operates multiple U.S. facilities.

The companies together generated about $280 million of revenue for the calendar year ended December 31, 2025. Closing of the acquisition is subject to regulatory approval in the United States and other customary closing conditions.

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.

TransDigm Group (TDG) furnished its quarterly results update. The company furnished a press release announcing financial results for its fourth quarter ended September 30, 2025, as Exhibit 99.1. The information is furnished and, as stated, is not deemed “filed” for liability purposes and is not incorporated by reference into other filings.

TransDigm will host a conference call on November 12, 2025 at 11:00 a.m. Eastern Time. A live audio webcast and slide presentation will be available at https://www.transdigm.com via the investor relations page under “Presentations,” with a replay archived later that day.

TransDigm Group Incorporated announced two Board appointments. On October 23, 2025, the Board named Michael Lisman, the Company’s President and CEO, and Peter Palmer, a former Executive Vice President, as directors, effective immediately.

Lisman previously served as Co-Chief Operating Officer, Chief Financial Officer and Executive Vice President, including leading M&A. Palmer retired at the end of 2024 after a 24-year career, with leadership roles across operating units and experience in governance and mergers and acquisitions. Neither appointee was assigned to Board committees, and the Company disclosed no related party transactions under Item 404(a).

TransDigm Group Incorporated filed an 8-K to report that it has completed the acquisition of the Simmonds Precision Products, Inc. business from RTX Corporation. The purchase price was approximately $765 million in cash, which includes certain tax benefits. TransDigm Group financed the deal using cash on hand, meaning it did not need to raise external financing for this transaction. The acquisition had previously been announced when the definitive agreement was signed, and this filing confirms that the transaction has now closed. A press release with additional details is included as an exhibit and incorporated by reference.

TransDigm Group Incorporated reports that, as previously announced, Kevin M. Stein retired as President and Chief Executive Officer on September 30, 2025, and Michael J. Lisman has succeeded him as the Company’s new President and Chief Executive Officer. Mr. Stein continues to serve on the Board of Directors.

Effective October 1, 2025, Mr. Stein entered into a Consulting Agreement with TransDigm under which he will act as an advisor to support the executive transition for up to twenty-four months. For these services, he will receive consulting fees of $25,000 per month. Under his existing Stock Option Agreements, his previously awarded stock options remain eligible to vest while he continues to serve the Company, and under the Consulting Agreement he has agreed to forfeit a certain portion of the outstanding options granted during his tenure as Chief Executive Officer.

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.

TransDigm Group Incorporated reported that its wholly owned subsidiary TransDigm Inc. amended its senior credit agreement on September 17, 2025. The company repriced the margin on $1,686 million of existing term loans K from Term SOFR plus 2.75% to Term SOFR plus 2.25%. It also amended and extended $1,857 million of existing term loans I, pushing the maturity from August 2028 to March 2030 and reducing the margin on these loans from Term SOFR plus 2.75% to Term SOFR plus 2.25% by converting them into new tranche K term loans. Other terms and conditions of the new tranche K loans remain substantially the same as before the amendment.

TransDigm Group Incorporated filed an 8-K reporting material agreements dated August 19, 2025. The filing includes indentures and forms for two note issuances: a 6.250% Senior Secured Note due 2034 and a 6.750% Senior Subordinated Note due 2034. Both indentures reference TransDigm Inc. as issuer with TransDigm Group Incorporated and subsidiary guarantors as applicable.

The company also disclosed Amendment No. 18 and an Incremental Term Loan Assumption Agreement, dated August 19, 2025, to its Second Amended and Restated Credit Agreement (originally dated June 4, 2014). A press release dated August 20, 2025, and the cover page interactive XBRL file are included as exhibits. The filing is signed by Sarah Wynne.

TransDigm Group priced an aggregate of $5,000 million of new debt, increased from an initially announced $4,000 million, and intends to use the net proceeds to fund an approximately $5,000 million special cash dividend to common shareholders, cash dividend-equivalent payments on eligible vested options, and related fees and expenses. As part of the financing, TransDigm Inc. priced $2,500 million of senior notes comprising $500 million of 6.250% Senior Secured Notes due 2034 and $2,000 million of 6.750% Senior Subordinated Notes due 2034, each issued at 100% and expected to close on August 19, 2025. The Notes will be guaranteed by TransDigm Group and certain of its subsidiaries and are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Concurrently, TransDigm expects to incur up to $2,500 million of new tranche M term loans maturing in August 2032 pursuant to an amendment to its credit agreement. The closings of the notes and the credit amendment are not conditioned on one another. The filing also contains forward-looking statements and identifies risks that include the ability to complete the offerings and the credit amendment, sensitivity to flight hours and customer profitability, supply chain constraints, increases in costs, existing indebtedness, geopolitical events, cybersecurity threats and other factors explicitly listed in the report.

TransDigm Group announced that its subsidiary plans to raise $4,000 million of incremental debt, comprised of $1,500 million of senior secured notes, $1,000 million of senior subordinated notes and $1,500 million of new term loans. The company intends to use the net proceeds, together with cash on hand, to fund a special cash dividend of approximately $4,300 million to holders of its common stock and to make cash dividend-equivalent payments on eligible vested options.

The notes are being offered in concurrent private placements under Rule 144A and Regulation S and will be guaranteed by TransDigm Group and certain subsidiaries. TransDigm also expects to amend its credit agreement to incur up to $1,500 million of tranche M term loans. Each financing closing is not conditioned on the others and all transactions are subject to market and other conditions, so completion is uncertain. The report includes standard forward-looking risk disclosures addressing indebtedness, supply chain, operational sensitivity to flight hours and other factors.