STOCK TITAN

Trust tied to TransDigm (NYSE: TDG) director sells and exercises 10K shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TransDigm Group Inc. director W. Nicholas Howley, through the W. Nicholas Howley Family Trust u/a/d 4/23/99, reported an exercise-and-sell sequence in TransDigm common stock. The trust exercised stock options for 10,132 shares at exercise prices of $66.47 and $50.92 per share.

On the same date, the trust completed multiple open-market sales totaling 10,132 shares at per-share prices generally around $1,260–$1,272, reported as weighted averages for several price ranges. Following these transactions, the trust indirectly held 31,336.513 shares of TransDigm common stock.

Positive

  • None.

Negative

  • None.

Insights

Trust tied to a TransDigm director exercised options and sold an offsetting share amount in routine open-market trades.

The filing shows the W. Nicholas Howley Family Trust exercised stock options for 10,132 TransDigm shares at strike prices of $66.47 and $50.92. These exercises convert low-cost option awards into common stock, eliminating the related derivative position shown in this report.

The trust then executed open-market sales of 10,132 shares at weighted-average prices in several bands between roughly $1,260 and $1,272. After these transactions, it still indirectly holds 31,336.513 shares, indicating a remaining substantial equity position. No Rule 10b5-1 trading plan is referenced in the provided data.

Insider Howley W Nicholas
Role null
Sold 10,132 shs ($12.82M)
Type Security Shares Price Value
Exercise Stock Option 9,789 $0.00 --
Exercise Stock Option 343 $0.00 --
Exercise Common Stock 9,789 $50.92 $498K
Exercise Common Stock 343 $66.47 $23K
Sale Common Stock 60 $1,260.3385 $76K
Sale Common Stock 1,035 $1,261.6428 $1.31M
Sale Common Stock 3,077 $1,262.6557 $3.89M
Sale Common Stock 589 $1,263.811 $744K
Sale Common Stock 694 $1,264.9493 $878K
Sale Common Stock 1,304 $1,266.133 $1.65M
Sale Common Stock 1,673 $1,267.1369 $2.12M
Sale Common Stock 940 $1,268.4574 $1.19M
Sale Common Stock 270 $1,269.6204 $343K
Sale Common Stock 430 $1,270.4586 $546K
Sale Common Stock 60 $1,271.63 $76K
Holdings After Transaction: Stock Option — 0 shares (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99); Common Stock — 31,336.513 shares (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99)
Footnotes (1)
  1. The exercise price has been adjusted for dividends declared since August 1, 2022. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,260.0000 - $1,260.4800. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,261.1800 - $1,262.1200. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,262.2500 - $1,263.1700. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,263.3700 - $1,264.1000. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,264.5500 - $1,265.5300. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,265.6650 - $1,266.6550. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,266.7200 - $1,267.6800. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,267.7700 - $1,268.7600. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,268.9300 - $1,269.8800. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,270.4000 - $1,270.4900. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
Shares sold 10,132 shares Total TransDigm common stock sold in open-market trades on 20 Apr 2026
Option exercises 10,132 shares Underlying TransDigm shares acquired via stock option exercises on 20 Apr 2026
Strike price 1 $66.47 per share Exercise price for 343 TransDigm option shares held by the trust
Strike price 2 $50.92 per share Exercise price for 9,789 TransDigm option shares held by the trust
Sale price example $1,271.63 per share Weighted-average price for a 60-share TransDigm sale lot
Post-transaction holdings 31,336.513 shares TransDigm common stock indirectly owned by the family trust after transactions
Remaining options 0 shares Reported remaining shares under the 9,789-share option grant after exercise
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
Stock Option financial
""security_title": "Stock Option""
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
exercise price financial
"The exercise price has been adjusted for dividends declared"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
average weighted price financial
"Price reported constitutes the average weighted price of shares sold."
indirect financial
""ownership_type": "indirect""
derivative exercise/conversion financial
""transaction_action": "derivative exercise/conversion""
SEC Form 4
FORM 4UNITED 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).
X
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*
Howley W Nicholas

(Last)(First)(Middle)
1350 EUCLID AVE
SUITE 1600

(Street)
CLEVELAND OHIO 44115

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/20/2026M9,789A$50.92(1)31,336.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026M343A$66.47(1)31,679.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S60D$1,260.3385(2)31,619.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S1,035D$1,261.6428(3)30,584.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S3,077D$1,262.6557(4)27,507.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S589D$1,263.811(5)26,918.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S694D$1,264.9493(6)26,224.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S1,304D$1,266.133(7)24,920.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S1,673D$1,267.1369(8)23,247.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S940D$1,268.4574(9)22,307.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S270D$1,269.6204(10)22,037.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S430D$1,270.4586(11)21,607.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock04/20/2026S60D$1,271.6321,547.513IW. Nicholas Howley Family Trust u/a/d 4/23/99
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$50.92(1)04/20/2026M9,78909/30/201711/10/2026Common Stock9,789$00IW. Nicholas Howley Family Trust u/a/d 4/23/99
Stock Option$66.47(1)04/20/2026M34309/30/201811/08/2027Common Stock343$042,228IW. Nicholas Howley Family Trust u/a/d 4/23/99
Explanation of Responses:
1. The exercise price has been adjusted for dividends declared since August 1, 2022.
2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,260.0000 - $1,260.4800. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,261.1800 - $1,262.1200. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,262.2500 - $1,263.1700. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,263.3700 - $1,264.1000. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,264.5500 - $1,265.5300. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,265.6650 - $1,266.6550. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,266.7200 - $1,267.6800. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,267.7700 - $1,268.7600. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,268.9300 - $1,269.8800. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
11. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,270.4000 - $1,270.4900. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
/s/ Rachel L. Quinlan as attorney in fact for W. Nicholas Howley04/21/2026
** Signature of Reporting PersonDate
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 activity did TransDigm (TDG) report in this Form 4?

The Form 4 reports that the W. Nicholas Howley Family Trust, associated with a TransDigm director, exercised stock options for 10,132 common shares and sold 10,132 shares in multiple open-market transactions, all dated 20 April 2026, leaving a significant remaining indirect shareholding.

How many TransDigm (TDG) shares were sold and at what prices?

The trust sold 10,132 TransDigm common shares in several open-market trades. Reported weighted-average sale prices ranged in multiple bands between about $1,260 and $1,272 per share, with detailed price ranges disclosed for each sale group in the footnotes to the filing.

How many TransDigm (TDG) stock options were exercised and at what strike prices?

The filing shows option exercises for 10,132 underlying TransDigm common shares. These came from two stock option grants: 343 shares at a strike price of $66.47 and 9,789 shares at a strike price of $50.92, both exercised by the family trust on 20 April 2026.

How many TransDigm (TDG) shares does the Howley family trust hold after these transactions?

After completing the option exercises and related open-market sales, the W. Nicholas Howley Family Trust is reported as indirectly holding 31,336.513 shares of TransDigm common stock. This figure reflects the trust’s post-transaction position as disclosed in the non-derivative holdings section of the Form 4.

Were the TransDigm (TDG) insider sales part of open-market transactions?

Yes. Each sale transaction in the Form 4 is coded “S” and described as an open-market or private transaction, with weighted-average sale prices and detailed price ranges provided in the footnotes. No reference to a Rule 10b5-1 trading plan appears in the provided disclosures.

Does the Howley family trust retain any TransDigm (TDG) stock options after these exercises?

The derivative section shows two stock option positions exercised for 343 and 9,789 shares, with the larger grant reported at zero remaining following the transaction. The derivative summary is empty, indicating no additional option positions are reported in this particular filing excerpt.