TransDigm (TDG) Form 4: Stockbridge Entity Sales at ~$1,271–$1,284 and 10,000-Share Gift
Rhea-AI Filing Summary
Robert J. Small, a director of TransDigm Group Inc. (TDG), reported multiple transactions in the company’s common stock on Form 4. The filing shows indirect holdings of 441,814 shares by Stockbridge Fund, L.P. and 60,246 shares held by family trusts. On 09/12/2025 several sales by Stockbridge Partners LLC are reported at weighted-average prices ranging approximately from $1,270.85 to $1,284.35 across multiple blocks. The filing also discloses a 09/15/2025 gift of 10,000 shares to a donor-advised fund (reported as $0 consideration). The reporting person disclaims direct beneficial ownership of the shares held by the entities named.
Positive
- Full disclosure of multiple sales with weighted-average price ranges is provided, improving transparency
- Entity-level ownership and managerial roles are clearly explained in footnotes
- Charitable gift of 10,000 shares to a donor-advised fund is explicitly reported
Negative
- Multiple sizable sales reported on 09/12/2025 by Stockbridge Partners LLC, which may be viewed unfavorably by some investors
- Reporting person disclaims direct beneficial ownership, making it harder to interpret personal economic exposure from this filing
Insights
TL;DR: Director filed multiple indirect sales at high single-share prices and reported entity-level holdings plus a gift of 10,000 shares.
The Form 4 documents a series of block sales executed on 09/12/2025 by Stockbridge Partners LLC at weighted-average prices in a tight band from about $1,270.85 to $1,284.35, reported across many individual transactions. The filing clarifies that the shares are held indirectly by investment entities (Stockbridge Fund, L.P. and Stockbridge Partners LLC) and that the reporting person disclaims direct beneficial ownership except for any pecuniary interest. A separate 09/15/2025 disposition shows a gift of 10,000 shares to a donor-advised fund. For investors, the material facts are transaction dates, price ranges, and the entity-level ownership disclosures.
TL;DR: Form 4 shows routine section 16 disclosure of indirect holdings and multiple block sales plus a charitable gift, with standard disclaimers.
The filing contains detailed explanatory footnotes describing the ownership chain and the reporting person’s managerial roles in the entities that hold the shares. The presentation follows typical Section 16 reporting conventions: multiple sales reported with weighted-average prices and an explicit disclaimer of beneficial ownership except for pecuniary interest. The documented gift to a donor-advised fund is reported as a $0 disposition, consistent with charitable transfer disclosure requirements. No derivative positions are reported on this form.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock | 10,000 | $0.00 | -- |
| Sale | Common Stock | 403 | $1,271.3896 | $512K |
| Sale | Common Stock | 256 | $1,272.4503 | $326K |
| Sale | Common Stock | 261 | $1,273.55 | $332K |
| Sale | Common Stock | 488 | $1,274.216 | $622K |
| Sale | Common Stock | 597 | $1,275.2307 | $761K |
| Sale | Common Stock | 504 | $1,276.4083 | $643K |
| Sale | Common Stock | 521 | $1,277.164 | $665K |
| Sale | Common Stock | 300 | $1,278.3236 | $383K |
| Sale | Common Stock | 501 | $1,279.1871 | $641K |
| Sale | Common Stock | 287 | $1,280.5415 | $368K |
| Sale | Common Stock | 520 | $1,281.2204 | $666K |
| Sale | Common Stock | 149 | $1,282.6363 | $191K |
| Sale | Common Stock | 197 | $1,283.1869 | $253K |
| Sale | Common Stock | 16 | $1,284.1729 | $21K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents shares held by Stockbridge Fund, L.P. ("SF"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of SP, the registered investment adviser to SF. Stockbridge Associates LLC ("SA") is the general partner of SF. The Reporting Person is a managing member of each of BPH, BPSP, SP and SA. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by SF. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents shares held by Stockbridge Partners LLC ("SP") on behalf of a managed account over which it has shared voting and sole dispositive power. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of SP. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents shares of Common Stock beneficially owned by certain family trusts. The Reporting Person's immediate family members are beneficiaries of such family trusts. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1270.8479 to $1271.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1271.8479 to $1272.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1272.8479 to $1273.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1273.8479 to $1274.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1274.8479 to $1275.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1275.8479 to $1276.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1276.8479 to $1277.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1277.8479 to $1278.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1278.8479 to $1279.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1279.8479 to $1280.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1280.8479 to $1281.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1281.8479 to $1282.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1282.8479 to $1283.8478. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $1283.8479 to $1284.3525. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Represents shares of Common Stock that were disposed of by the Reporting Person pursuant to a gift to a donor advised fund for no consideration.