[Form 4] TransDigm Group INC Insider Trading Activity

TransDigm Group Inc. director W. Nicholas Howley reported multiple transactions in the issuer's common stock on 09/15/2025.

Rhea-AI Filing Summary

TransDigm Group Inc. director W. Nicholas Howley reported multiple transactions in the issuer's common stock on 09/15/2025. The filing shows an acquisition of 2,736 shares via exercise related to a stock option with an adjusted exercise price of $50.92. The reporting person also sold a series of batches totaling 2,736 shares at weighted prices in a range from approximately $1,273.69 to $1,288.21. Following these transactions, the reporting person (through the W. Nicholas Howley Family Trust u/a/d 4/23/99) is shown as beneficially owning 21,547.513 shares of TransDigm common stock.

Insights

Securities Analyst

TL;DR: Director exercised options and immediately sold an equal number of shares, resulting in a net reported holding of 21,547.513 shares.

The Form 4 indicates a classic option exercise followed by block sales on the same date. The exercise price listed ($50.92, adjusted for dividends) is materially below the sale prices reported (approx. $1,274–$1,288), implying the exercise funded the disposals and realized substantial per-share proceeds. The ownership is reported indirectly via a family trust. For investors this is a routine insider liquidity event rather than a clear signal of change in conviction; volumes reported are modest relative to typical market capitalization for a large issuer.

Corporate Governance Expert

TL;DR: Transactions are disclosed under Section 16; they reflect compliance with reporting and use of a 10b5-1 plan as indicated on the form.

The filer checked the box indicating the trades were made pursuant to a written plan intended to satisfy Rule 10b5-1 affirmative defense. The pattern—exercise of options and contemporaneous sales—matches a pre-established liquidity arrangement. Ownership remains held indirectly through a named family trust, which is properly reported. No amendment or other governance red flags are present in the filing itself.

Insider Trade Summary

Exercise and Sale: 2,736 shares ($3.37M approx. pre-tax spread)

Exercise and Sale 13 txns

Insider Howley W Nicholas

Role Director

Sold 2,736 shs ($3.51M)

Approx. gross sale proceeds $3.51M

Approx. exercise cost $139K

Approx. pre-tax spread $3.37M

Type	Security	Shares	Price	Value
Exercise	Stock Option	2,736	$0.00	$0.00
Exercise	Common Stock	2,736	$50.92	$139K
Sale	Common Stock	150	$1,273.90	$191K
Sale	Common Stock	165	$1,276.40	$211K
Sale	Common Stock	195	$1,277.70	$249K
Sale	Common Stock	378	$1,278.72	$483K
Sale	Common Stock	160	$1,280.74	$205K
Sale	Common Stock	186	$1,282.68	$239K
Sale	Common Stock	289	$1,284.10	$371K
Sale	Common Stock	471	$1,285.07	$605K
Sale	Common Stock	502	$1,286.19	$646K
Sale	Common Stock	150	$1,287.60	$193K
Sale	Common Stock	90	$1,288.54	$116K

Holdings After Transaction: Stock Option — 4,617 contracts (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99); Common Stock — 21,547.513 shares (Indirect, W. Nicholas Howley Family Trust u/a/d 4/23/99)

Footnotes (11)

1. F1. The exercise price has been adjusted for dividends declared since August 1, 2022.
2. F2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,273.69 - $1,274.09. 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. F3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,276.18 - $1,276.61. 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. F4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,277.21 - $1,278.14. 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. F5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,278.27 - $1,279.23. 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. F6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,280.27 - $1,281.20. 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. F7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,282.39 - $1,283.15. 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. F8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,283.53 - $1,284.49. 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. F9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,284.59 - $1,285.51. 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. F10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,285.94 - $1,286.54. 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. F11. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,287.24 - $1,288.21. 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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Accepted by SEC EDGAR 09/16/2025 - 07:43 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).

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^*

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)
09/15/2025

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	09/15/2025		M		2,736	A	$50.92(1)	24,283.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		150	D	$1,273.9(2)	24,133.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		165	D	$1,276.4(3)	23,968.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		195	D	$1,277.7(4)	23,773.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		378	D	$1,278.72(5)	23,395.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		160	D	$1,280.74(6)	23,235.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		186	D	$1,282.68(7)	23,049.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		289	D	$1,284.1(8)	22,760.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		471	D	$1,285.07(9)	22,289.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		502	D	$1,286.19(10)	21,787.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		150	D	$1,287.6(11)	21,637.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	09/15/2025		S		90	D	$1,288.54	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(1)	09/15/2025		M			2,736	09/30/2017	11/10/2026	Common Stock	2,736	$0	4,617	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 $1,273.69 - $1,274.09. 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 $1,276.18 - $1,276.61. 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 $1,277.21 - $1,278.14. 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 $1,278.27 - $1,279.23. 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 $1,280.27 - $1,281.20. 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 $1,282.39 - $1,283.15. 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 $1,283.53 - $1,284.49. 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 $1,284.59 - $1,285.51. 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 $1,285.94 - $1,286.54. 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 $1,287.24 - $1,288.21. 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/ Gabrielle Feuer as attorney-in-fact	09/16/2025
	** 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.