TDG Form 4: Officer Exercises 3,000 Options and Sells 3,000 Shares

Joel Reiss, Co-Chief Operating Officer of TransDigm Group (TDG), reported insider transactions on 08/20/2025.

Rhea-AI Filing Summary

Joel Reiss, Co-Chief Operating Officer of TransDigm Group (TDG), reported insider transactions on 08/20/2025. He exercised stock options to acquire 3,000 shares at an exercise price of $284.97, then sold a total of 3,000 common shares in multiple blocks at weighted average prices in the approximate ranges of $1,399.40–$1,413.60. After these transactions the reporting person beneficially owned 3,600 common shares directly. The filing also shows beneficial ownership of 53,000 shares underlying stock options exercisable through 11/08/2027. The report indicates the transactions were made pursuant to a written plan consistent with Rule 10b5-1.

Positive

• Transactions reported under a 10b5-1 plan, indicating pre-arranged trading consistent with compliance practices
• Retains significant derivative-based ownership (53,000 shares underlying exercisable options through 11/08/2027), maintaining long-term exposure

Negative

• Sold 3,000 common shares in multiple blocks at weighted average prices roughly between $1,399.40 and $1,413.60, reducing direct holdings
• Direct common shares declined to 3,600 after the reported transactions

Insights

Securities Analyst

TL;DR: Insider exercised options and sold an equal number of shares under a 10b5-1 plan; substantive derivative holdings remain large.

The filing documents a routine option exercise (3,000 shares at $284.97) followed by sales of 3,000 shares executed in multiple blocks at weighted average prices roughly between $1,399 and $1,413. The reporting person retains sizable option-based exposure (53,000 underlying shares exercisable through 11/08/2027) and holds 3,600 shares directly after the trades. The checkbox indicating the transaction was made pursuant to a written plan signals pre-arranged trading consistent with Rule 10b5-1, which reduces informational-timing concerns about the sales.

Corporate Governance Expert

TL;DR: Transactions appear structured and compliant; material governance implications are limited based on disclosed facts.

The filer identified as an officer and checked the box indicating the use of a written trading plan, suggesting adherence to an affirmative defense under Rule 10b5-1. The one-day sequence—option exercise paired with contemporaneous share dispositions—matches common insider liquidity transactions. Disclosed exercisable options (53,000 shares) maintain the officer's long-term economic alignment with shareholders.

Insider Trade Summary

Exercise and Sale: 3,000 shares ($3.36M approx. pre-tax spread)

Exercise and Sale 13 txns

Insider Reiss Joel

Role Co-Chief Operating Officer

Sold 3,000 shs ($4.22M)

Approx. gross sale proceeds $4.22M

Approx. exercise cost $855K

Approx. pre-tax spread $3.36M

Type	Security	Shares	Price	Value
Exercise	Stock Option	3,000	$0.00	$0.00
Exercise	Common Stock	3,000	$284.97	$855K
Sale	Common Stock	487	$1,399.60	$682K
Sale	Common Stock	287	$1,401.01	$402K
Sale	Common Stock	342	$1,403.59	$480K
Sale	Common Stock	343	$1,404.50	$482K
Sale	Common Stock	158	$1,405.68	$222K
Sale	Common Stock	152	$1,406.58	$214K
Sale	Common Stock	22	$1,407.09	$31K
Sale	Common Stock	200	$1,408.62	$282K
Sale	Common Stock	238	$1,410.29	$336K
Sale	Common Stock	571	$1,411.41	$806K
Sale	Common Stock	200	$1,413.00	$283K

Holdings After Transaction: Stock Option — 53,000 contracts (Direct); Common Stock — 3,600 shares (Direct)

Footnotes (8)

1. F1. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1399.40 - $1400.01. 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.
2. F2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1400.57 - $1401.43. 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 $1402.98 - $1403.88. 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 $1404.00 - $1404.97. 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 $1405.01 - $1406.00. 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 $1406.08 - $1407.00. 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 $1410.21 - $1410.31. 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 $1411.27 - $1411.60. 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.

FAQ

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

When did Joel Reiss file the Form 4 disclosing TDG transactions?

The reported transactions occurred on 08/20/2025 and the Form 4 shows that date as the earliest transaction date.

How many shares did Joel Reiss acquire and at what exercise price?

He exercised options to acquire 3,000 shares at an exercise price of $284.97.

How many TDG shares were sold and at what prices?

He sold a total of 3,000 common shares in multiple blocks at weighted average prices in ranges approximately $1,399.40–$1,413.60 as disclosed in the filing.

What were Joel Reiss's holdings after the transactions?

After the transactions he beneficially owned 3,600 common shares directly and held 53,000 shares underlying exercisable stock options.

Were the transactions executed under a trading plan?

Yes, the filing indicates the transaction was made pursuant to a written plan intended to satisfy the Rule 10b5-1 affirmative defense.

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

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Accepted by SEC EDGAR 08/20/2025 - 05:06 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^*

Reiss Joel

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		M		3,000	A	$284.97	6,600	D
Common Stock	08/20/2025		S		487	D	$1,399.6(1)	6,113	D
Common Stock	08/20/2025		S		287	D	$1,401.01(2)	5,826	D
Common Stock	08/20/2025		S		342	D	$1,403.59(3)	5,484	D
Common Stock	08/20/2025		S		343	D	$1,404.5(4)	5,141	D
Common Stock	08/20/2025		S		158	D	$1,405.68(5)	4,983	D
Common Stock	08/20/2025		S		152	D	$1,406.58(6)	4,831	D
Common Stock	08/20/2025		S		22	D	$1,407.09	4,809	D
Common Stock	08/20/2025		S		200	D	$1,408.62	4,609	D
Common Stock	08/20/2025		S		238	D	$1,410.29(7)	4,371	D
Common Stock	08/20/2025		S		571	D	$1,411.41(8)	3,800	D
Common Stock	08/20/2025		S		200	D	$1,413	3,600	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
Stock Option	$284.97	08/20/2025		M			3,000	09/30/2021	11/08/2027	Common Stock	3,000	$0	53,000	D

Explanation of Responses:

1. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1399.40 - $1400.01. 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.

2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1400.57 - $1401.43. 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 $1402.98 - $1403.88. 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 $1404.00 - $1404.97. 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 $1405.01 - $1406.00. 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 $1406.08 - $1407.00. 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 $1410.21 - $1410.31. 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 $1411.27 - $1411.60. 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	08/20/2025
	** 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.