TransDigm (NYSE: TDG) director’s trust sells 10,168 shares after option exercise

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.

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).

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 OH 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

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.