[Form 4] TransDigm Group INC Insider Trading Activity

Rhea-AI Filing Summary

TransDigm Group (TDG): Director W. Nicholas Howley, through the W. Nicholas Howley Family Trust u/a/d 4/23/99, reported an option exercise and related share sales on 10/15/2025. The trust exercised stock options for 2,736 shares at $50.92 per share (exercise price adjusted for dividends declared since August 1, 2022) and executed multiple sales totaling 2,736 shares.

Sale prices were recorded at weighted averages across individual trades, with disclosed ranges from $1,291.6700 to $1,308.24. Following these transactions, the trust beneficially owns 21,547.513 shares of common stock indirectly. The filing also shows 1,881 derivative securities remaining beneficially owned indirectly after the reported transactions.

Insights

Securities disclosure analyst

Routine option exercise with same-day sales; neutral impact.

The reporting shows a standard pattern: options exercised for 2,736 shares at an exercise price of $50.92, followed by multiple open-market sales totaling the same 2,736 shares at weighted-average prices within disclosed ranges. This aligns with common liquidity or diversification transactions.

The trust’s indirect holdings stand at 21,547.513 shares after the trades, and 1,881 derivative securities remain. No company-level cash flow is indicated by these insider trades, and the disclosure does not provide guidance or operational metrics. The filing is informational, with investment significance dependent on broader context outside this excerpt.

Insider Trade Summary

Net Seller: 2,736 shares ($3,553,717)

Net Sell 13 txns

Insider Howley W Nicholas

Role Director

Sold 2,736 shs ($3.55M)

Type	Security	Shares	Price	Value
Exercise	Stock Option	2,736	$0.00	--
Exercise	Common Stock	2,736	$50.92	$139K
Sale	Common Stock	306	$1,291.8875	$395K
Sale	Common Stock	425	$1,294.88	$550K
Sale	Common Stock	264	$1,295.6895	$342K
Sale	Common Stock	607	$1,296.7731	$787K
Sale	Common Stock	100	$1,297.80	$130K
Sale	Common Stock	102	$1,299.1056	$133K
Sale	Common Stock	102	$1,301.2378	$133K
Sale	Common Stock	302	$1,304.3379	$394K
Sale	Common Stock	248	$1,305.6575	$324K
Sale	Common Stock	80	$1,306.1975	$104K
Sale	Common Stock	200	$1,308.24	$262K

Holdings After Transaction: Stock Option — 1,881 shares (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99); Common Stock — 24,283.513 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 $1,291.6700 - $1,292.2300. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,294.2850 - $1,295.2400. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,295.3300 - $1,295.9000. 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 $1,296.7100 - $1,297.6100. 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 $1,299.0975 - $1,299.5200. 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 $1,301.2212 - $1,302.0800. 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 $1,303.9900 - $1,304.7600. 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 $1,305.0900 - $1,305.8800. 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 $1,306.0850 - $1,306.3850. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/15/2025 - 04:40 PM Learn about SEC filing dates

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).

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)
10/15/2025

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	10/15/2025		M		2,736	A	$50.92(1)	24,283.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		306	D	$1,291.8875(2)	23,977.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		425	D	$1,294.88(3)	23,552.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		264	D	$1,295.6895(4)	23,288.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		607	D	$1,296.7731(5)	22,681.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		100	D	$1,297.8	22,581.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		102	D	$1,299.1056(6)	22,479.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		102	D	$1,301.2378(7)	22,377.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		302	D	$1,304.3379(8)	22,075.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		248	D	$1,305.6575(9)	21,827.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		80	D	$1,306.1975(10)	21,747.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/15/2025		S		200	D	$1,308.24	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	10/15/2025		M			2,736	09/30/2017	11/10/2026	Common Stock	2,736	$0	1,881	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 $1,291.6700 - $1,292.2300. 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.

3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,294.2850 - $1,295.2400. 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.

4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,295.3300 - $1,295.9000. 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 $1,296.7100 - $1,297.6100. 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 $1,299.0975 - $1,299.5200. 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 $1,301.2212 - $1,302.0800. 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 $1,303.9900 - $1,304.7600. 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.

9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,305.0900 - $1,305.8800. 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.

10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,306.0850 - $1,306.3850. 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 Howley	10/15/2025
	** 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.