TransDigm CEO Lisman receives five stock-option awards

The awards have separate vesting and performance-target exercise schedules and expire on November 3, 2036.

Available on EDGAR 11/05/2026 - 05:15 PM EST Accepted by SEC EDGAR 11/05/2026 - 05:14 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

TransDigm Group (TDG) President & CEO Michael Lisman received five direct stock-option awards on November 3, 2026: 4,214, 1,053, 18,923, 30,908 and 4,189 options. Each has an exercise price of $1,208.04 and expires November 3, 2036. The 4,214-option award was granted in lieu of a fiscal year 2026 cash bonus and became exercisable on the grant date; the 1,053-option award was also granted in lieu of that bonus and is eligible to vest on September 30, 2027, subject to applicable vesting conditions. The 18,923 options are exercisable at 20% per year over five years beginning September 30, 2027; the 30,908 options in two equal installments on September 30, 2030 and September 30, 2031; and the 4,189 options at 80% in 2027 and 20% in 2028. These latter three schedules are subject to achievement of annual operating performance targets each year.

Insider Trade Summary

Grant/Award: 59,287 shares

Grant/Award 5 txns

Insider Lisman Michael

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option F1	4,214	$0.00	$0.00
Grant/Award	Stock Option F2	1,053	$0.00	$0.00
Grant/Award	Stock Option F3	18,923	$0.00	$0.00
Grant/Award	Stock Option F4	30,908	$0.00	$0.00
Grant/Award	Stock Option F5	4,189	$0.00	$0.00

Holdings After Transaction: Stock Option — 59,287 contracts (Direct)

Footnotes (5)

1. F1. These options were granted in lieu of a cash bonus for Fiscal year 2026 in accordance with the Second Amended and Restated Employment Agreement, dated as of October 1, 2025, between TransDigm Group Incorporated and Michael Lisman, previously disclosed as Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on October 1, 2025 (the 'Employment Agreement'), and became exercisable on the grant date of November 3, 2026.
2. F2. These options were granted in lieu of a cash bonus for Fiscal year 2026 in accordance with the Employment Agreement, and are eligible to vest on September 30, 2027, subject to the applicable vesting conditions.
3. F3. These options were granted in accordance with the Employment Agreement and are exercisable at 20% per year over five years beginning September 30, 2027, subject to achievement of annual operating performance targets each year.
4. F4. These options were granted in accordance with the Employment Agreement, and are exercisable in two equal installments on September 30, 2030, and September 30, 2031, subject to achievement of annual operating performance targets each year.
5. F5. These options were granted in accordance with the Employment Agreement, and are exercisable at 80% in 2027 and 20% in 2028, subject to achievement of annual operating performance targets each year.

Key Figures

Stock options: 4,214 options Stock options: 1,053 options Stock options: 18,923 options +3 more

6 metrics

Stock options 4,214 options Granted November 3, 2026; exercisable on the grant date.

Stock options 1,053 options Granted November 3, 2026; eligible to vest on September 30, 2027, subject to applicable vesting conditions.

Stock options 18,923 options Exercisable at 20% per year over five years beginning September 30, 2027, subject to annual operating performance targets each year.

Stock options 30,908 options Exercisable in two equal installments on September 30, 2030 and September 30, 2031, subject to annual operating performance targets each year.

Stock options 4,189 options Exercisable at 80% in 2027 and 20% in 2028, subject to annual operating performance targets each year.

Exercise price per share $1,208.04 per share Applies to the stock-option awards granted November 3, 2026.

Key Terms

exercisable, eligible to vest, annual operating performance targets

3 terms

exercisable financial

"became exercisable on the grant date"

eligible to vest financial

"eligible to vest on September 30, 2027"

annual operating performance targets financial

"subject to achievement of annual operating performance targets each year"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many stock options did TransDigm (TDG) CEO Michael Lisman receive?

Michael Lisman received five awards of 4,214, 1,053, 18,923, 30,908 and 4,189 stock options on November 3, 2026. Each award has an exercise price of $1,208.04 and an expiration date of November 3, 2036.

What vesting and performance conditions apply to Michael Lisman's TDG options?

The 1,053-option award is eligible to vest on September 30, 2027, subject to applicable vesting conditions. The 18,923-option award is exercisable at 20% per year over five years beginning September 30, 2027; 30,908 options in two equal installments on September 30, 2030 and September 30, 2031; and 4,189 options at 80% in 2027 and 20% in 2028. These latter three schedules are subject to annual operating performance targets each year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Lisman Michael

(Last) (First) (Middle)

1350 EUCLID AVENUE

SUITE 1600

(Street)

CLEVELAND OHIO 44115

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026

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

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	$1,208.04	11/03/2026		A		4,214		(1)	11/03/2036	Common Stock	4,214	$0.00	4,214	D
Stock Option	$1,208.04	11/03/2026		A		1,053		(2)	11/03/2036	Common Stock	1,053	$0.00	1,053	D
Stock Option	$1,208.04	11/03/2026		A		18,923		(3)	11/03/2036	Common Stock	18,923	$0.00	18,923	D
Stock Option	$1,208.04	11/03/2026		A		30,908		(4)	11/03/2036	Common Stock	30,908	$0.00	30,908	D
Stock Option	$1,208.04	11/03/2026		A		4,189		(5)	11/03/2036	Common Stock	4,189	$0.00	4,189	D

Explanation of Responses:

1. These options were granted in lieu of a cash bonus for Fiscal year 2026 in accordance with the Second Amended and Restated Employment Agreement, dated as of October 1, 2025, between TransDigm Group Incorporated and Michael Lisman, previously disclosed as Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on October 1, 2025 (the 'Employment Agreement'), and became exercisable on the grant date of November 3, 2026.

2. These options were granted in lieu of a cash bonus for Fiscal year 2026 in accordance with the Employment Agreement, and are eligible to vest on September 30, 2027, subject to the applicable vesting conditions.

3. These options were granted in accordance with the Employment Agreement and are exercisable at 20% per year over five years beginning September 30, 2027, subject to achievement of annual operating performance targets each year.

4. These options were granted in accordance with the Employment Agreement, and are exercisable in two equal installments on September 30, 2030, and September 30, 2031, subject to achievement of annual operating performance targets each year.

5. These options were granted in accordance with the Employment Agreement, and are exercisable at 80% in 2027 and 20% in 2028, subject to achievement of annual operating performance targets each year.

Remarks:

	/s/ Rachel L. Quinlan as attorney in fact for Michael Lisman	11/05/2026
	** 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)