TransDigm director Howley exercises options and completes staggered share sales

Rhea-AI Filing Summary

TransDigm Group director W. Nicholas Howley reported option exercise and multiple open-market sales on 08/15/2025. He exercised 2,736 options with an adjusted exercise price of $140.92, receiving 2,736 shares and increasing his indirect holdings to 7,353 shares held indirectly through the W. Nicholas Howley Family Trust. On the same date he sold a series of common shares totaling 3,083 shares at weighted prices ranging from about $1,391.77 to $1,407.41, reducing his indirect beneficial ownership from 24,283.513 to 21,547.513 shares. The Form 4 was signed by an attorney-in-fact on 08/18/2025.

Insights

Securities Analyst

TL;DR: Director exercised options and executed multiple high-priced sales, modestly lowering indirect holdings.

The filing shows an option exercise of 2,736 shares at an adjusted exercise price of $140.92, followed by structured sales of 3,083 common shares at weighted prices roughly between $1,391.77 and $1,407.41. These transactions reduced the reporting person’s indirect holdings by ~2,736 shares, leaving 21,547.513 shares indirectly owned. The pattern—exercise then staggered sales—appears consistent with liquidity events rather than signaling corporate operational changes. Impact on outstanding float is immaterial based on disclosed counts in this Form 4 alone.

Corporate Governance Expert

TL;DR: Routine insider exercise and sales under a likely planned schedule; disclosure meets Section 16 requirements.

The report identifies the reporter as a director and lists the W. Nicholas Howley Family Trust as the indirect owner. Multiple sales at slightly different high price points and the exercise of options with an adjusted strike indicate compliance with disclosure rules and the use of pre-existing plans or instructions. There is no information here about any change in governance, compensation policy, or control dynamics. Materiality for shareholders is limited to disclosure of insider activity.

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)
08/15/2025

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	08/15/2025		M		2,736	A	$140.92(1)	24,283.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		100	D	$1,391.7687	24,183.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		400	D	$1,392.9375(2)	23,783.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		626	D	$1,393.9862(3)	23,157.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		400	D	$1,395.605(4)	22,757.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		487	D	$1,398.3296(5)	22,270.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		100	D	$1,399.81(6)	22,170.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		200	D	$1,402.5788(7)	21,970.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		247	D	$1,403.5166(8)	21,723.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		104	D	$1,404.9393(9)	21,619.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		66	D	$1,406.6302(10)	21,553.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		3	D	$1,407.41	21,550.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	08/15/2025		S		3	D	$1,412.81	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	$140.92(1)	08/15/2025		M			2,736	09/30/2017	11/10/2026	Common Stock	2,736	$0	7,353	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 $1,392.9000 - $1,393.0500. 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 $1,393.9600 - $1,394.6100. 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 $1,395.1200 - $1,395.8000. 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 $1,398.0000 - $1,398.8100. 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 $1,399.6500 - $1,400.2500. 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 $1,402.3100 - $1,402.8475. 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 $1,403.4500 - $1,403.6900. 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 $1,404.6900 - $1,405.0000. 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 $1,406.1800 - $1,406.9100. 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	08/18/2025
	** 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 TDG director W. Nicholas Howley report on Form 4?

He exercised 2,736 options at an adjusted exercise price of $140.92 and sold 3,083 common shares in multiple transactions on 08/15/2025.

How did these transactions change Howley's beneficial ownership of TDG?

Indirect holdings declined from 24,283.513 shares to 21,547.513 shares after the reported trades.

At what prices were shares sold in the Form 4 for TDG?

Weighted sale prices reported range approximately from $1,391.7687 to $1,407.41, with disclosures of specific price ranges for subsets of trades.

Was the option exercise reported in-the-money?

Yes, the exercise price of $140.92 is substantially below the reported sale prices above $1,391, indicating the options were exercised at a much lower strike than sale prices.

Who filed and signed the Form 4 for TDG?

The Form 4 was signed by Gabrielle Feuer as attorney-in-fact on behalf of the reporting person on 08/18/2025.