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[Form 4] TransDigm Group Incorporated Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

TransDigm Group Inc. (TDG) Form 4: Robert J. Small, a company director and managing member of related investment entities, reported transactions dated 09/02/2025. The filing shows dispositions of Common Stock totaling 17,899 shares (2,318 and 15,581 shares) at a reported price of $0 (reflecting distributions rather than market sales). After the transactions, the reporting person (indirectly) is shown as beneficially owning 441,814 shares via Stockbridge Fund, plus 88,419 shares via Stockbridge Partners LLC and 60,246 shares via managed accounts, with additional family trust holdings. The reporting person disclaims beneficial ownership except for any pecuniary interest.

Positive
  • None.
Negative
  • Director-reported dispositions of 17,899 shares were recorded on 09/02/2025 (2,318 and 15,581 shares), which reduces the reporting person\'s direct holdings.
  • Beneficial ownership is disclaimed for large holdings held by affiliated entities; this can reduce clarity about direct voting control despite material indirect positions.

Insights

TL;DR: Director reported distributions and small share dispositions while substantial indirect holdings remain concentrated through investment entities.

The filing documents distributions of 17,899 common shares and shows the reporting person retaining significant indirect positions: 441,814 shares held by Stockbridge Fund, 88,419 by Stockbridge Partners LLC, and 60,246 held via a managed account. The reported $0 price indicates these were internal distributions rather than open-market purchases, and the reporting person explicitly disclaims direct beneficial ownership except for any pecuniary interest. Net effect on outstanding float appears limited given the sizable indirect holdings remain with affiliated entities.

TL;DR: Form 4 reflects director-level reporting of affiliated entity movements, with standard disclaimers of beneficial ownership.

The disclosure clarifies governance relationships: the reporting person is a managing member of multiple affiliated entities that hold TDG shares, and the filing explains shared voting/dispositive power while disclaiming beneficial ownership. The signature and explanations follow Section 16 conventions. There is no new derivative activity reported. From a governance perspective, this is routine transparency around related-party holdings and distributions.

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).
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*
SMALL ROBERT J

(Last) (First) (Middle)
C/O BERKSHIRE PARTNERS LLC
200 CLARENDON STREET, 35TH FLOOR

(Street)
BOSTON MA 02116

(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)
09/02/2025
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 09/02/2025 J(1) 2,318 D $0 441,814 I By Stockbridge Fund, L.P.(2)
Common Stock 88,419 I By Stockbridge Partners LLC(3)
Common Stock 60,246 I By Family Trusts(4)
Common Stock 15,581 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. Represents Common Stock of the Issuer distributed by Stockbridge Fund, L.P. to certain of its limited partners and members. The Reporting Person disclaims beneficial ownership in the reported securities except to the extent of his pecuniary interest, if any, therein.
2. 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.
3. 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.
4. Represents shares of Common Stock beneficially owned by certain family trusts. The Reporting Person's immediate family members are beneficiaries of such family trusts.
/s/ Robert J. Small 09/04/2025
** 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 transactions did Robert J. Small report on Form 4 for TDG?

The Form 4 reports dispositions of 2,318 and 15,581 common shares on 09/02/2025, totaling 17,899 shares.

How many TDG shares does the reporting person indirectly own after the transactions?

The filing lists indirect holdings of 441,814 shares via Stockbridge Fund, 88,419 via Stockbridge Partners LLC, and 60,246 via a managed account.

Why is the reported price shown as $0 on the Form 4?

The Form 4 shows a price of $0 for the reported dispositions, indicating these were distributions by an affiliated fund rather than typical market sales.

Does the reporting person claim beneficial ownership of the shares held by affiliated entities?

No. The reporting person disclaims beneficial ownership of shares held by affiliated entities except to the extent of any pecuniary interest.

Were any derivative securities reported in this Form 4?

No. Table II for derivative securities contains no reported transactions or positions.
Transdigm Group

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Aerospace & Defense
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United States
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