[Form 4] TransDigm Group INC Insider Trading Activity

Rhea-AI Filing Summary

Sean P. Hennessy, a director of TransDigm Group Inc. (TDG), reported a non-derivative transaction dated 09/19/2025 in which he acquired 36 shares of the issuer under the companys Director Share Plan in lieu of a semi-annual director fee. The form lists a price of $1,288.13 and shows 33,749.09 shares beneficially owned following the reported transaction. The filing explicitly states the receipt of stock was made in accordance with the Director Share Plan and valued at fair market value. The Form 4 was signed on 09/22/2025 by an attorney-in-fact.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation converted to equity; transaction appears administrative and non-material to investors.

The filing documents a standard issuance of equity to a director under a pre-existing Director Share Plan as payment of a semi-annual fee. The size of the grant (listed as 36 shares) and the fact it was delivered in lieu of cash indicate alignment of director compensation with equity ownership, which is a common governance practice. There is no indication of any unusual pricing mechanism, accelerated vesting, or additional related-party arrangements disclosed in this Form 4.

Securities Analyst

TL;DR: Insider acquired a small number of shares under a compensation plan; filing does not present material financial impact.

The report shows a non-derivative acquisition under the Director Share Plan dated 09/19/2025 with a reported price of $1,288.13 and resulting beneficial ownership of 33,749.09 shares. This appears to be a routine compensation-related issuance rather than a market transaction. The Form 4 contains no additional notes on cash purchases, option exercises, or dispositions that would alter ownership materially.

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

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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).

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^*

HENNESSY SEAN P

(Last) (First) (Middle)

1280 RUE SAINT GEORGE

(Street)

WESTLAKE OH 44145

(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)
09/19/2025

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	09/19/2025		A		36(1)	A	$1,288.13	33,749.09	D

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

Explanation of Responses:

1. Receipt of stock in lieu of payment of semi-annual director fee, based on fair market value in accordance with the Director Share Plan.

	/s/ Gabrielle Feuer as attorney-in-fact	09/22/2025
	** 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.

FAQ

What did Sean P. Hennessy report on Form 4 for TDG?

The Form 4 reports that Sean P. Hennessy acquired 36 shares on 09/19/2025 under the Director Share Plan in lieu of a semi-annual director fee.

How many TDG shares did Hennessy beneficially own after the transaction?

The filing shows 33,749.09 shares beneficially owned following the reported transaction.

What was the reported price associated with the transaction?

The Form 4 lists a price of $1,288.13 in connection with the reported acquisition.

When was the Form 4 signed and filed?

The document shows an attorney-in-fact signing on 09/22/2025, with the transaction dated 09/19/2025.

Why were the shares issued to Hennessy?

The filing states the shares were issued as receipt of stock in lieu of payment of a semi-annual director fee under the Director Share Plan.