[Form 4] TransDigm Group Incorporated Insider Trading Activity

Rhea-AI Filing Summary

TransDigm Group Inc. insider activity: Director Michael Graff executed a stock option and completed related open-market sales on 08/26/2025. Mr. Graff exercised an option for 1,760 shares with an adjusted exercise price of $156.47 and immediately sold 1,760 shares in multiple transactions at weighted average prices in ranges between $1,398.79 and $1,404.42, with reported average weighted sale prices noted per lot. Following these transactions his direct beneficial ownership is reported as 1,964 shares. He also reports indirect holdings of 7,000 shares held by certain trusts he manages and 5,096 shares held by a separate trust created by his spouse.

Positive

• Disclosure completeness: The form includes transaction dates, codes, quantities, exercise price adjustments, and sale price ranges with undertakings to provide per-price breakdowns upon request.
• Maintained indirect holdings: Significant indirect ownership is reported (7,000 shares in trusts and 5,096 shares in a spouse-created trust), indicating ongoing economic exposure.

Negative

• Reduction in direct ownership: After the reported exercise and sales, direct beneficial ownership decreased to 1,964 shares.
• Large same-day disposition: The director sold 1,760 shares the same day as exercising options, representing immediate monetization of exercised shares.

Insights

Financial Analyst

TL;DR: Routine option exercise followed by sales; direct stake decreased while significant indirect trust holdings remain.

The filing shows a standard pattern where a director exercised vested options (1,760 shares at an adjusted $156.47 exercise price) and sold an equal number of shares the same day in multiple blocks at weighted average prices in the $1,398.79–$1,404.42 ranges. Such transactions commonly reflect option exercises and near-immediate monetization. The director's reported direct holdings after these trades are 1,964 shares, while material indirect holdings remain in trusts (7,000 and 5,096 shares). For investors this is a disclosure of insider liquidity activity rather than a clear signal about company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure is complete for the transactions reported; trustee and trust holdings are explicitly identified.

The Form 4 provides the required detail: transaction dates, codes, quantities, exercise price adjustments for dividends, and explanatory notes on weighted-average sale prices and trust ownership. The filing identifies the reporting person as a director and discloses that certain shares are held in trusts for beneficiaries with the reporting person as trustee, and one trust created by the spouse. From a governance perspective, the report meets Section 16 disclosure norms and clarifies the nature of indirect ownership.

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

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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^*

Graff Michael

(Last) (First) (Middle)

102 PRINCE STREET

FLOOR 5

(Street)

NEW YORK NY 10012

(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)
08/26/2025

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	08/26/2025		M		1,760	A	$156.47(1)	3,724	D
Common Stock	08/26/2025		S		172	D	$1,399.4357(2)	3,552	D
Common Stock	08/26/2025		S		228	D	$1,400.0324(3)	3,324	D
Common Stock	08/26/2025		S		400	D	$1,402.039(4)	2,924	D
Common Stock	08/26/2025		S		800	D	$1,402.8182(5)	2,124	D
Common Stock	08/26/2025		S		160	D	$1,404.4181(6)	1,964	D
Common Stock								7,000	I	By trusts(7)
Common Stock								5,096	I	By trust(8)

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	$156.47(1)	08/26/2025		M			1,760	09/30/2018	11/08/2027	Common Stock	1,760	$0	0	D

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 $1,398.79 - $1,399.64. 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 $1,399.89 - $1,400.11. 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 $1,401.56 - $1,402.36. 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 $1,402.58 - $1,403.11. 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 $1,404.4150 - $1,404.42. 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. These shares are held by certain trusts created for the benefit of the reporting person's children and for which the reporting person is trustee.

8. The shares reported in Column Five are held by The 2012 Carol Ostrow GST Trust created by the reporting person's spouse for the benefit of their children.

	/s/ Gabrielle Feuer as attorney-in-fact	08/27/2025
	** 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 Michael Graff report on Form 4 for TDG?

The filing reports an option exercise of 1,760 shares at an adjusted exercise price of $156.47 on 08/26/2025 and subsequent sales of 1,760 shares in multiple blocks the same day at weighted average prices in the $1,398.79–$1,404.42 ranges.

How many TransDigm (TDG) shares does Michael Graff directly and indirectly own after these transactions?

The report shows 1,964 shares directly owned after the transactions and indirect holdings of 7,000 shares (by certain trusts) and 5,096 shares (by a spouse-created trust).

Did the Form 4 disclose how sale prices were reported for TDG shares?

Yes. The filing states the reported prices are average weighted prices for each lot and provides the price ranges for each sale block, with the filer undertaking to provide per-price breakdowns upon request by the Commission or others.

When were the reported TDG trades filed and signed?

The transactions occurred on 08/26/2025 and the Form 4 was signed by attorney-in-fact Gabrielle Feuer on 08/27/2025.

What is the nature of the indirect ownership disclosed by Michael Graff in the TDG Form 4?

The filing specifies that 7,000 shares are held by trusts created for the benefit of the reporting person’s children for which he is trustee, and 5,096 shares are held by The 2012 Carol Ostrow GST Trust created by his spouse.