TransDigm (TDG) Form 4 — Director Paid in Stock; Indirect Holdings Disclosed
Rhea-AI Filing Summary
Robert J. Small, a director of TransDigm Group Inc. (TDG), received equity on 09/19/2025 as director compensation under the Director Share Plan. The Form 4 reports receipt of common stock in lieu of a semi-annual director fee, and after the transaction the Reporting Person directly beneficially owned 15,625 shares. The filing lists additional indirect holdings: 441,814 shares held by Stockbridge Fund, L.P., 83,419 shares held by Stockbridge Partners LLC (managed account), and 60,246 shares held by certain family trusts. The report was signed by an attorney-in-fact on 09/22/2025 and discloses that the stock receipt was based on fair market value per the Director Share Plan.
Positive
- Director received equity-based compensation under the Director Share Plan, aligning director remuneration with shareholder interests
- Complete ownership breakdown disclosed showing direct and indirect holdings, including amounts for Stockbridge Fund, Stockbridge Partners LLC, and family trusts
Negative
- None.
Insights
TL;DR: Routine director compensation converted to equity; direct holdings increased to 15,625 shares on 09/19/2025.
The Form 4 documents a non-derivative acquisition of TransDigm common stock by director Robert J. Small as payment of a semi-annual director fee under the Director Share Plan. The filing shows the transaction date (09/19/2025) and the resulting direct beneficial ownership of 15,625 shares. It also discloses significant indirect positions held through investment vehicles and family trusts totaling 585,479 shares across three entities, per the report. This is a standard disclosure of compensation and affiliated holdings; the filing does not include financial performance metrics or indications of trading for investment reasons.
TL;DR: Disclosure is consistent with Section 16 requirements and describes stock-in-lieu director compensation.
The statement clarifies the Reporting Person's roles in related entities and provides the required disclaimers about beneficial ownership. It explicitly states the shares were received in lieu of a semi-annual director fee under the Director Share Plan and provides the ownership breakdown (direct and indirect). The filing is procedural and addresses related-party attribution matters; there are no governance actions, resignations, or changes in board status reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 44 | $1,288.13 | $57K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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 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 trust.
