TransDigm director trust sells 10,168 shares

TransDigm Group Inc. reported insider activity involving a family trust associated with director W. Nicholas Howley.

(Very High)

(Very Negative)

Form Type

Rhea-AI Filing Summary

TransDigm Group Inc. reported insider activity involving a family trust associated with director W. Nicholas Howley. On February 18, 2026, the W. Nicholas Howley Family Trust u/a/d 4/23/99 sold 10,168 shares of TransDigm common stock in a series of open-market transactions. The weighted-average sale prices ranged from about $1,298.96 to $1,312.24 per share across the reported trades.

On the same date, the trust exercised stock options covering 10,168 shares of common stock at an exercise price of $50.92 per share, with the exercise price adjusted for dividends declared since August 1, 2022. After these transactions, the trust held 30,765.513 shares of common stock and 18,040 stock options indirectly.

Insider Trade Summary

Exercise and Sale: 10,168 shares ($12.78M approx. pre-tax spread)

Exercise and Sale 15 txns

Insider Howley W Nicholas

Role Director

Sold 10,168 shs ($13.30M)

Approx. gross sale proceeds $13.30M

Approx. exercise cost $518K

Approx. pre-tax spread $12.78M

Type	Security	Shares	Price	Value
Exercise	Stock Option	10,168	$0.00	$0.00
Exercise	Common Stock	10,168	$50.92	$518K
Sale	Common Stock	920	$1,299.3068	$1.20M
Sale	Common Stock	30	$1,300.3233	$39K
Sale	Common Stock	190	$1,301.0902	$247K
Sale	Common Stock	201	$1,302.4229	$262K
Sale	Common Stock	560	$1,303.6371	$730K
Sale	Common Stock	587	$1,304.4889	$766K
Sale	Common Stock	425	$1,306.1675	$555K
Sale	Common Stock	1,050	$1,307.2281	$1.37M
Sale	Common Stock	973	$1,308.1379	$1.27M
Sale	Common Stock	1,210	$1,309.2242	$1.58M
Sale	Common Stock	1,154	$1,310.5826	$1.51M
Sale	Common Stock	2,738	$1,311.0683	$3.59M
Sale	Common Stock	130	$1,312.0369	$171K

Holdings After Transaction: Stock Option — 18,040 contracts (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99); Common Stock — 21,547.513 shares (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99)

Footnotes (14)

F1. The exercise price has been adjusted for dividends declared since August 1, 2022.
F2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,298.9600 - $1,299.8950. 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.
F3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,300.0000 - $1,300.7000. 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.
F4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,301.0400 - $1,301.5100. 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.
F5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,302.1000 - $1,302.7150. 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.
F6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,303.2100 - $1,304.1700. 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.
F7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,304.3100 - $1,305.3000. 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.
F8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,305.6000 - $1,306.3800. 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.
F9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,306.7200- $1,307.5500. 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.
F10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,307.8400 - $1,308.6700. 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.
F11. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,308.9400 - $1,309.8000. 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.
F12. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,310.0000 - $1,310.9100. 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.
F13. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,311.0000 - $1,311.8500. 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.
F14. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,312.0000 - $1,312.2400. 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.

FAQ

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What insider transactions did TransDigm Group (TDG) report in this Form 4?

TransDigm reported that a family trust associated with director W. Nicholas Howley executed option exercises for 10,168 shares and sold 10,168 common shares in multiple open-market trades on February 18, 2026, while retaining a substantial indirect ownership position afterward.

How many TransDigm (TDG) shares were sold by the Howley family trust?

The W. Nicholas Howley Family Trust sold 10,168 shares of TransDigm common stock. These sales occurred through a series of open-market transactions, each reported with a weighted-average price, while the trust continued to hold tens of thousands of shares indirectly after the trades.

At what prices did the TransDigm (TDG) insider sales occur?

The reported sales used weighted-average prices, with transactions occurring in ranges between approximately $1,298.96 and $1,312.24 per share. Each trade’s exact price range is disclosed, and the reporting person undertook to provide detailed breakdowns upon request to regulators or security holders.

What stock options were exercised in the TransDigm (TDG) Form 4 filing?

A stock option covering 10,168 TransDigm shares was exercised by the Howley family trust. The option carried an exercise price of $50.92 per share, which the filing states was adjusted for dividends declared since August 1, 2022, resulting in new common shares held indirectly.

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

Following the reported activity, the W. Nicholas Howley Family Trust held 30,765.513 shares of TransDigm common stock indirectly. In addition, the trust held 18,040 stock options, reflecting the remaining derivative position after exercising part of its option holdings on February 18, 2026.

Who is the reporting person in the TransDigm (TDG) Form 4 and how are shares held?

The reporting person is director W. Nicholas Howley, with the transactions attributed to the W. Nicholas Howley Family Trust u/a/d 4/23/99. All reported holdings in this filing are indirect, meaning the trust, rather than Howley personally, is listed as the owner of the securities.

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Accepted by SEC EDGAR 02/20/2026 - 04:15 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^*

Howley W Nicholas

(Last)

(First)

(Middle)

1350 EUCLID AVE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)
Common Stock	02/18/2026		M		10,168	A	$50.92⁽¹⁾	31,715.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		920	D	$1,299.3068⁽²⁾	30,795.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		30	D	$1,300.3233⁽³⁾	30,765.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		190	D	$1,301.0902⁽⁴⁾	30,575.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		201	D	$1,302.4229⁽⁵⁾	30,374.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		560	D	$1,303.6371⁽⁶⁾	29,814.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		587	D	$1,304.4889⁽⁷⁾	29,227.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		425	D	$1,306.1675⁽⁸⁾	28,802.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		1,050	D	$1,307.2281⁽⁹⁾	27,752.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		973	D	$1,308.1379⁽¹⁰⁾	26,779.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		1,210	D	$1,309.2242⁽¹¹⁾	25,569.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		1,154	D	$1,310.5826⁽¹²⁾	24,415.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		2,738	D	$1,311.0683⁽¹³⁾	21,677.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	02/18/2026		S		130	D	$1,312.0369⁽¹⁴⁾	21,547.513	I	W. 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)
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	$50.92	02/18/2026		M			10,168	09/30/2017	11/10/2026	Common Stock	10,168	$0	18,040	I	W. 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 $1,298.9600 - $1,299.8950. 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 $1,300.0000 - $1,300.7000. 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 $1,301.0400 - $1,301.5100. 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 $1,302.1000 - $1,302.7150. 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 $1,303.2100 - $1,304.1700. 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.

7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,304.3100 - $1,305.3000. 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 $1,305.6000 - $1,306.3800. 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 $1,306.7200- $1,307.5500. 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 $1,307.8400 - $1,308.6700. 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 $1,308.9400 - $1,309.8000. 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.

12. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,310.0000 - $1,310.9100. 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.

13. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,311.0000 - $1,311.8500. 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.

14. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,312.0000 - $1,312.2400. 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/ Lisa Tortora French as attorney in-fact for W. Nicholas Howley	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR

TransDigm director trust sells 10,168 shares

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