Transdigm Group SEC Filings

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.

Insider sale notice: This Form 144 reports that an insider plans to sell 8,208 shares of the issuer's Common Stock on or about 08/15/2025 through Stifel Nicolaus & Company. The filing lists the aggregate market value of the shares to be sold as $11,468,379.00 and states the company has 56,350,285 shares outstanding. The shares were originally acquired on 11/10/2016 via a stock option exercise and represent part of a larger holding of 158,674 shares acquired at that time. The filer also disclosed three recent sales in the past three months, each of 2,736 shares, with gross proceeds reported for each sale. The notice indicates payment will be in cash and was submitted under Rule 144 procedures for public resale by affiliates.

TransDigm Group priced an aggregate of $5,000 million of new debt, increased from an initially announced $4,000 million, and intends to use the net proceeds to fund an approximately $5,000 million special cash dividend to common shareholders, cash dividend-equivalent payments on eligible vested options, and related fees and expenses. As part of the financing, TransDigm Inc. priced $2,500 million of senior notes comprising $500 million of 6.250% Senior Secured Notes due 2034 and $2,000 million of 6.750% Senior Subordinated Notes due 2034, each issued at 100% and expected to close on August 19, 2025. The Notes will be guaranteed by TransDigm Group and certain of its subsidiaries and are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Concurrently, TransDigm expects to incur up to $2,500 million of new tranche M term loans maturing in August 2032 pursuant to an amendment to its credit agreement. The closings of the notes and the credit amendment are not conditioned on one another. The filing also contains forward-looking statements and identifies risks that include the ability to complete the offerings and the credit amendment, sensitivity to flight hours and customer profitability, supply chain constraints, increases in costs, existing indebtedness, geopolitical events, cybersecurity threats and other factors explicitly listed in the report.

TransDigm Group announced that its subsidiary plans to raise $4,000 million of incremental debt, comprised of $1,500 million of senior secured notes, $1,000 million of senior subordinated notes and $1,500 million of new term loans. The company intends to use the net proceeds, together with cash on hand, to fund a special cash dividend of approximately $4,300 million to holders of its common stock and to make cash dividend-equivalent payments on eligible vested options.

The notes are being offered in concurrent private placements under Rule 144A and Regulation S and will be guaranteed by TransDigm Group and certain subsidiaries. TransDigm also expects to amend its credit agreement to incur up to $1,500 million of tranche M term loans. Each financing closing is not conditioned on the others and all transactions are subject to market and other conditions, so completion is uncertain. The report includes standard forward-looking risk disclosures addressing indebtedness, supply chain, operational sensitivity to flight hours and other factors.

Form 3 snapshot – TransDigm Group (TDG)

Patrick Joseph Murphy, recently named Co-Chief Operating Officer, filed his initial Section 16 report dated 08/05/2025. He discloses direct ownership of 1,055 common shares and 111,000 employee stock-option shares spread across six grants. Strike prices range from $269.42 to $869.73 with expirations between 2026-2033. No purchases or sales are reported; the filing simply establishes Mr. Murphy’s baseline insider holdings.

TransDigm Group Inc. (TDG) filed a Form 3 disclosing the initial beneficial ownership of securities by Armani Vadiee, who was appointed General Counsel, Chief Compliance Officer, and Secretary. As of the 07/24/2025 event date, Vadiee reports no directly held common shares but owns 15,800 employee stock options in three tranches:

• 10,100 options exercisable 09/30/2021–11/11/2030 at an exercise price of $560.81
• 3,850 options exercisable 09/30/2026–11/09/2032 at $582.80
• 1,850 options exercisable 09/30/2028–10/31/2034 at $1,302.30

The filing is made by a single reporting person and carries standard Section 16 certifications. No other equity holdings, transactions, or material events are disclosed.