Trust tied to TransDigm (TDG) director exercises options and sells shares

Rhea-AI Filing Summary

TransDigm Group director-related trust reports option exercises and share sales. On February 2, 2026, Fortuna Trust dated June 1, 2018, an entity associated with director Kevin M. Stein, exercised stock options for 25,000 shares at $341.28 and 23,000 shares at $342.31.

The trust then executed a series of open‑market sales of TransDigm common stock at prices mainly around $1,404–$1,431. Following these transactions, the trust’s indirectly held TransDigm common stock position reported in this filing was 19,233 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

OMB APPROVAL

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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).

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^*

Stein Kevin M

(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)
02/02/2026

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	02/02/2026		M		25,000	A	$341.28(1)	33,158	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		M		23,000	A	$342.31(1)	56,158	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		40	D	$1,404.68	56,118	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		218	D	$1,407.7647(2)	55,900	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		2	D	$1,409.71	55,898	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		6	D	$1,410.98(3)	55,892	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		1	D	$1,412.26	55,891	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		175	D	$1,414.0434(4)	55,716	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		58	D	$1,414.3607(5)	55,658	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		52	D	$1,415.633(6)	55,606	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		2	D	$1,416.395(7)	55,604	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		48	D	$1,417.4413(8)	55,556	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		112	D	$1,419.432(9)	55,444	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		223	D	$1,420.5097(10)	55,221	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		861	D	$1,421.7299(11)	54,360	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		2,141	D	$1,422.4759(12)	52,219	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		3,997	D	$1,423.6631(13)	48,222	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		4,859	D	$1,424.4675(14)	43,363	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		5,906	D	$1,425.5736(15)	37,457	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		5,665	D	$1,426.6062(16)	31,792	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		6,665	D	$1,427.3841(17)	25,127	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		2,067	D	$1,428.6442(18)	23,060	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		1,810	D	$1,429.6133(19)	21,250	I	Fortuna Trust dated June 1, 2018
Common Stock	02/02/2026		S		2,017	D	$1,430.2632(20)	19,233	I	Fortuna Trust dated June 1, 2018

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.	$342.31(1)	02/02/2026		M			23,000	09/30/2025	11/11/2030	Common Stock	23,000	$0	20,000	I	Fortuna Trust dated June 1, 2018
Stock Option	$341.28(1)	02/02/2026		M			25,000	09/30/2023	11/15/2029	Common Stock	25,000	$0	17,940	I	Fortuna Trust dated June 1, 2018

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 $1,407.1000 - $1,407.8900. 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 $1,410.9300 - $1,411.2300. 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 $1,413.3000 - $1,414.2900. 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 $1,414.3000 - $1,414.6900. 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 $1,415.3000 - $1,416.1000. 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.

7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,416.3300 - $1,416.4600. 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 $1,417.4150 - $1,417.5900. 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 $1,418.8500 - $1,419.7000. 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.

10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,420.0200 - $1,420.8800. 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 $1,421.0200 - $1,422.0100. 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 $1,422.0200 - $1,423.0100. 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 $1,423.0200 - $1,424.0100. 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 $1,424.0300 - $1,425.0200. 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.

15. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,425.0300 - $1,426.0200. 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.

16. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,426.0300 - $1,427.0100. 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.

17. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,427.0300 - $1,428.0200. 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.

18. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,428.0300 - $1,429.0200. 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.

19. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,429.0500 - $1,430.0400. 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.

20. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,430.0500 - $1,431.0300. 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.

Remarks:

Due to a 30-line item limitation in Table 1, this is the first of two Form 4s filed by the reporting person for this transaction.

	/s/ Rachel Quinlan as attorney in fact for Kevin Stein	02/03/2026
	** 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.

FAQ

What insider transaction did TransDigm Group (TDG) disclose in this Form 4?

TransDigm disclosed that Fortuna Trust dated June 1, 2018, associated with director Kevin M. Stein, exercised stock options into 48,000 common shares and then sold portions of those shares in multiple open‑market trades on February 2, 2026, at prices around $1,404–$1,431.

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

The reporting person is director Kevin M. Stein, but the reported TransDigm common stock and options are held indirectly through Fortuna Trust dated June 1, 2018. All listed option exercises and share sales in this filing are attributed to that trust as the indirect owner.

How many TransDigm (TDG) stock options were exercised in this Form 4 filing?

The filing shows Fortuna Trust exercised two blocks of TransDigm stock options: 25,000 options at an exercise price of $341.28 and 23,000 options at $342.31. These exercises converted options into a total of 48,000 TransDigm common shares on February 2, 2026.

At what prices were TransDigm (TDG) shares sold in the reported insider trades?

The Form 4 reports numerous sales of TransDigm common stock at average weighted prices between about $1,404.68 and $1,430.26 per share. Footnotes explain each reported price is a weighted average for trades executed within a stated intraday price range.

What was Fortuna Trust’s TransDigm (TDG) share balance after these transactions?

After the option exercises and subsequent series of sales, Fortuna Trust dated June 1, 2018 reported beneficial ownership of 19,233 TransDigm common shares. This figure reflects the indirect holdings attributed to the trust as of the February 2, 2026 transactions described.

How are weighted average prices explained in this TransDigm (TDG) Form 4?

For many sales, the Form 4 lists a single weighted average sale price, with footnotes stating that actual trades occurred at various prices within a specific range. The reporting person undertakes to provide detailed trade‑by‑trade pricing information upon request to regulators or shareholders.