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TransDigm Group Incorporated reports that, as previously announced, Kevin M. Stein retired as President and Chief Executive Officer on September 30, 2025, and Michael J. Lisman has succeeded him as the Company’s new President and Chief Executive Officer. Mr. Stein continues to serve on the Board of Directors.
Effective October 1, 2025, Mr. Stein entered into a Consulting Agreement with TransDigm under which he will act as an advisor to support the executive transition for up to twenty-four months. For these services, he will receive consulting fees of $25,000 per month. Under his existing Stock Option Agreements, his previously awarded stock options remain eligible to vest while he continues to serve the Company, and under the Consulting Agreement he has agreed to forfeit a certain portion of the outstanding options granted during his tenure as Chief Executive Officer.
TransDigm Group (TDG) disclosed the appointment of Mr. Lisman as President and Chief Executive Officer and stated the company executed a Second Amended and Restated Employment Agreement with him dated October 1, 2025. That agreement is filed as Exhibit 10.1 to the current report and is incorporated by reference. The filing also says there are no family relationships between Mr. Lisman and any director or executive officer and no related‑party transactions with him reportable under Regulation S‑K Item 404(a). The disclosure is procedural and focuses on governance and disclosure compliance rather than financial metrics.
TransDigm (TDG) insider activity: Joel Reiss, listed as Co-Chief Operating Officer, reported transactions dated 09/22/2025. He exercised a stock option covering 3,000 shares at an exercise price of $284.97 and simultaneously sold 3,000 common shares in multiple trades at weighted average prices reported in ranges of approximately $1,270.01 to $1,279.40 per share.
After these transactions Reiss beneficially owned 3,600 shares of common stock and continued to hold 50,000 stock options exercisable through 11/08/2027. The Form 4 was signed by an attorney-in-fact on 09/24/2025 and includes weighted-average price explanations for the sales.
Amended Form 4 for TransDigm Group Inc. (TDG) shows that Robert J. Small, a director, filed an amendment correcting a prior filing and reporting a disposition of 5,625 shares. The earliest transaction date reported is 09/19/2025, and the amendment was filed on 09/22/2025. The filing states the prior Form 4 included an incorrect amount of common stock directly owned by the reporting person. Ownership following the reported transaction is listed as direct. No price per share or proceeds are disclosed in the submitted text.
TransDigm Group Inc. (TDG) director Michele Santana received 29 shares of common stock on 09/19/2025 as payment under the company's Director Share Plan. The filing states the shares were issued in lieu of a semi-annual director fee and were valued at $1,288.13. After the transaction Ms. Santana beneficially owned 741 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/22/2025 and indicates the issuance followed the plan's fair market value provisions.
Sean P. Hennessy, a director of TransDigm Group Inc. (TDG), reported a non-derivative transaction dated 09/19/2025 in which he acquired 36 shares of the issuer under the companys Director Share Plan in lieu of a semi-annual director fee. The form lists a price of $1,288.13 and shows 33,749.09 shares beneficially owned following the reported transaction. The filing explicitly states the receipt of stock was made in accordance with the Director Share Plan and valued at fair market value. The Form 4 was signed on 09/22/2025 by an attorney-in-fact.
Michael Graff, a director of TransDigm Group Inc. (TDG), reported the acquisition of 29 shares of TransDigm common stock on 09/19/2025 as payment in lieu of his semi-annual director fee under the companys Director Share Plan; the shares were valued at $1,288.13. After the transaction he directly beneficially owns 1,993 shares and indirectly beneficially owns 5,096 shares held by The 2012 Carol Ostrow GST Trust and 7,000 shares held by other trusts for his children (for which he is trustee), totaling 14,089 shares reported on this Form 4. The filing was submitted as a single-person Form 4 and signed by an attorney-in-fact on 09/22/2025. No derivative transactions were reported.
Jane M. Cronin, a director of TransDigm Group Incorporated (TDG), reported an acquisition of common stock on 09/19/2025. The Form 4 shows a transaction coded A (acquisition) for 29 shares and includes the figures $1,288.13 and 669.62 in the reporting line. The Explanation of Responses states these shares were received in lieu of payment of a semi-annual director fee under the company’s Director Share Plan and were valued based on fair market value.
The filing is signed by an attorney-in-fact on behalf of the reporting person and indicates the filing was made by one reporting person. No derivative transactions, amendments, or additional material events are disclosed in this Form 4.
David Barr, a director of TransDigm Group Inc. (TDG), reported a Form 4 disclosing a non‑derivative acquisition of company common stock on 09/19/2025. The filing shows an acquisition coded A for "36(1)" shares with a listed price of $1,288.13 and reports 32,138 shares beneficially owned following the transaction. The explanation states the shares were received in lieu of a semi‑annual director fee under the companys Director Share Plan. The form is signed by an attorney‑in‑fact on 09/22/2025.
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.