TransDigm (NYSE: TDG) director receives stock grant in lieu of cash fees

Rhea-AI Filing Summary

HENNESSY SEAN P reported acquisition or exercise transactions in this Form 4 filing.

TransDigm Group director Sean P. Hennessy received 41 shares of common stock as compensation, valued at $1,214.66 per share. This was a stock grant rather than an open-market purchase.

The shares were issued in lieu of his semi-annual director fee under the company’s Director Share Plan, bringing his direct holdings to 33,790.09 shares.

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

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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^*

HENNESSY SEAN P

(Last) (First) (Middle)

1280 RUE SAINT GEORGE

(Street)

WESTLAKE OHIO 44145

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2026		A		41(1)	A	$1,214.66	33,790.09	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Receipt of stock in lieu of payment of semi-annual director fee, based on fair market value in accordance with the Director Share Plan.

	/s/ Rachel L. Quinlan as attorney in fact for Sean Hennessy	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TransDigm (TDG) report for Sean P. Hennessy?

TransDigm reported that director Sean P. Hennessy received 41 shares of common stock as a stock grant. The shares were issued as compensation in lieu of a semi-annual director fee under the Director Share Plan at $1,214.66 per share.

Was the Sean P. Hennessy TDG Form 4 transaction a stock purchase or compensation grant?

The Form 4 shows a compensation grant, not a market purchase. Sean P. Hennessy received 41 TransDigm common shares in lieu of his semi-annual director fee, based on fair market value under the company’s Director Share Plan.

What price was used for Sean P. Hennessy’s TransDigm stock grant?

The 41 TransDigm common shares granted to Sean P. Hennessy were valued at $1,214.66 per share. This value reflects fair market value as used for paying his semi-annual director fee under the Director Share Plan.

How many TransDigm shares does Sean P. Hennessy hold after this Form 4?

After receiving 41 shares as a director fee grant, Sean P. Hennessy directly holds 33,790.09 TransDigm common shares. This updated ownership figure comes from the Form 4’s post-transaction holdings disclosure for his direct position.

Why did TransDigm issue shares to Sean P. Hennessy instead of cash?

TransDigm issued 41 shares to Sean P. Hennessy in lieu of his semi-annual director fee. The footnote explains this occurs under the Director Share Plan, which allows fees to be paid in stock based on fair market value instead of cash.