TransDigm CEO receives performance-vested options expiring 2035

Q: What did TDG disclose in this Form 4?

Stock option grants to President & CEO Michael Lisman on 11/04/2025 , reported as awards (Code A).

Q: How many options were granted to TDG’s CEO and at what price?

Two grants: 75,696 and 3,907 options with an exercise price of $1,291.97 .

Q: What are the vesting terms for the TDG CEO’s options?

75,696 : 20% per year over five years beginning September 30, 2026 , performance-based. 3,907 : 80% in 2026 and 20% in 2027, performance-based.

Q: When do the TDG CEO’s options expire?

Both option grants have an expiration date of 11/04/2035 .

Q: How were the options reported for ownership form?

Both grants are reported as Direct (D) ownership.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TransDigm Group (TDG) disclosed a Form 4 showing its President & CEO, Michael Lisman, received stock option grants on 11/04/2025. Two awards were reported with an exercise price of $1,291.97 and an expiration of 11/04/2035 (Transaction Code: A). The first grant covers 75,696 options; the second covers 3,907 options. Both were acquired at $0 for the derivative security and are listed as Direct (D) ownership.

Vesting is performance-based: the 75,696 options vest 20% per year over five years beginning September 30, 2026, subject to annual operating performance targets. The 3,907 options vest 80% in 2026 and 20% in 2027, subject to similar targets.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lisman Michael

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	75,696	$0.00	--
Grant/Award	Stock Option	3,907	$0.00	--

Holdings After Transaction: Stock Option — 75,696 shares (Direct)

Footnotes (1)

These options are exercisable at 20% per year over five years beginning September 30, 2026 subject to the achievement of annual operating performance targets in each year These options are exercisable at 80% in 2026 and 20% in 2027 subject to achievement of annual operating performance targets each year.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/06/2025 - 04:32 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lisman Michael

(Last)

(First)

(Middle)

1350 EUCLID AVENUE

SUITE 1600

(Street)

CLEVELAND

44115

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TransDigm Group INC [ TDG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$1,291.97	11/04/2025		A		75,696		⁽¹⁾	11/04/2035	Common Stock	75,696	$0	75,696	D
Stock Option	$1,291.97	11/04/2025		A		3,907		⁽²⁾	11/04/2035	Common Stock	3,907	$0	3,907	D

Explanation of Responses:

1. These options are exercisable at 20% per year over five years beginning September 30, 2026 subject to the achievement of annual operating performance targets in each year

2. These options are exercisable at 80% in 2026 and 20% in 2027 subject to achievement of annual operating performance targets each year.

	/s/ Rachel L. Quinlan as attorney in fact for Michael Lisman	11/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did TDG disclose in this Form 4?

Stock option grants to President & CEO Michael Lisman on 11/04/2025, reported as awards (Code A).

How many options were granted to TDG’s CEO and at what price?

Two grants: 75,696 and 3,907 options with an exercise price of $1,291.97.

What are the vesting terms for the TDG CEO’s options?

75,696: 20% per year over five years beginning September 30, 2026, performance-based. 3,907: 80% in 2026 and 20% in 2027, performance-based.

When do the TDG CEO’s options expire?

Both option grants have an expiration date of 11/04/2035.

How were the options reported for ownership form?

Both grants are reported as Direct (D) ownership.