TransDigm (TDG) director gets 37-share stock grant as board fee

Rhea-AI Filing Summary

MCCULLOUGH GARY E reported acquisition or exercise transactions in this Form 4 filing.

TransDigm Group Inc. director Gary E. McCullough received 37 shares of common stock as a stock-based director fee. The shares were valued at $1,214.66 per share, reflecting payment of a semi-annual board fee in stock rather than cash under the Director Share Plan. Following this award, he directly holds 952 common shares, indicating a relatively small, routine compensation-related increase in his ownership rather than an open-market purchase.

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^*

MCCULLOUGH GARY E

(Last) (First) (Middle)

5910 FIREFLY PLACE

(Street)

PLAYA VISTA CALIFORNIA 90094

(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		37(1)	A	$1,214.66	952	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 Gary McCullough	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) disclose for Gary E. McCullough?

TransDigm disclosed that director Gary E. McCullough received 37 shares of common stock. The shares were granted as part of his semi-annual director fee, paid in stock under the company’s Director Share Plan instead of cash compensation.

Was the TransDigm (TDG) insider transaction an open-market buy or a stock grant?

The transaction was a stock grant, not an open-market purchase. McCullough received 37 common shares as a compensation award in lieu of cash director fees, based on the shares’ fair market value under the Director Share Plan.

At what price were the TransDigm (TDG) shares valued in Gary McCullough’s grant?

The 37 TransDigm shares granted to Gary McCullough were valued at $1,214.66 per share. This valuation reflects the fair market value used to convert his semi-annual director fee into stock under the company’s Director Share Plan.

How many TransDigm (TDG) shares does Gary E. McCullough hold after this Form 4 transaction?

After receiving the 37-share stock grant, Gary E. McCullough directly holds 952 shares of TransDigm common stock. This filing shows his updated direct ownership following the routine director fee paid in shares rather than cash compensation.

What does the footnote in the TransDigm (TDG) Form 4 for Gary McCullough explain?

The footnote explains the 37 shares were received in lieu of a semi-annual director fee. The amount was converted to stock using fair market value, in accordance with TransDigm’s Director Share Plan for compensating board members.