=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-18
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: TransDigm Group INC (TDG)
CIK: 0001260221
--- Reporting Owner ---
Name: Howley W Nicholas
CIK: 0001352573
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-06-18 | Code: M (Exercise of derivative)
Shares: +10,132 | Price: $66.47
Total Value: $673,474.04
Shares Owned After: 31,679.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F1] The exercise price has been adjusted for dividends declared since August 1, 2022.
[Transaction #2]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -112 | Price: $1,305.19
Total Value: $146,181.31
Shares Owned After: 31,567.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F2] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,305.0000 - $1,305.2100. 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.
[Transaction #3]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -97 | Price: $1,308.05
Total Value: $126,880.52
Shares Owned After: 31,470.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F3] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,307.4850 - $1,308.3400. 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.
[Transaction #4]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -115 | Price: $1,308.92
Total Value: $150,525.60
Shares Owned After: 31,355.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F4] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,308.7700 - $1,309.0450. 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.
[Transaction #5]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -160 | Price: $1,310.45
Total Value: $209,672.80
Shares Owned After: 31,195.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
[Transaction #6]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -964 | Price: $1,314.60
Total Value: $1,267,278.26
Shares Owned After: 30,231.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F5] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,314.1300 - $1,315.1000. 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.
[Transaction #7]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -745 | Price: $1,315.71
Total Value: $980,204.40
Shares Owned After: 29,486.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F6] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,315.2900 - $1,316.2800. 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.
[Transaction #8]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -1,376 | Price: $1,316.86
Total Value: $1,811,993.31
Shares Owned After: 28,110.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F7] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,316.2900 - $1,317.2800. 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.
[Transaction #9]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -893 | Price: $1,317.75
Total Value: $1,176,752.89
Shares Owned After: 27,217.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F8] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,317.3150 - $1,318.2900. 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.
[Transaction #10]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -1,925 | Price: $1,318.84
Total Value: $2,538,774.89
Shares Owned After: 25,292.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F9] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,318.3600 - $1,319.3050. 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.
[Transaction #11]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -827 | Price: $1,319.90
Total Value: $1,091,556.72
Shares Owned After: 24,465.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F10] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,319.3600 - $1,320.3500. 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.
[Transaction #12]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -268 | Price: $1,321.13
Total Value: $354,063.59
Shares Owned After: 24,197.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F11] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,320.4000 - $1,321.2800. 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.
[Transaction #13]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -305 | Price: $1,321.91
Total Value: $403,183.86
Shares Owned After: 23,892.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F12] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,321.4700 - $1,322.1500. 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.
[Transaction #14]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -677 | Price: $1,323.27
Total Value: $895,850.54
Shares Owned After: 23,215.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F13] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,322.8500 - $1,323.8300. 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.
[Transaction #15]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -377 | Price: $1,324.30
Total Value: $499,262.23
Shares Owned After: 22,838.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F14] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,323.8700 - $1,324.8600. 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.
[Transaction #16]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -257 | Price: $1,325.63
Total Value: $340,685.70
Shares Owned After: 22,581.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F15] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,325.3250 - $1,326.0000. 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.
[Transaction #17]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -200 | Price: $1,326.80
Total Value: $265,359.78
Shares Owned After: 22,381.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F16] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,326.7500 - $1,327.7300. 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.
[Transaction #18]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -245 | Price: $1,328.46
Total Value: $325,472.97
Shares Owned After: 22,136.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F17] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,328.3250 - $1,329.1800. 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.
[Transaction #19]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -47 | Price: $1,330.50
Total Value: $62,533.51
Shares Owned After: 22,089.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F18] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,330.3500 - $1,331.1900. 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.
[Transaction #20]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -13 | Price: $1,331.73
Total Value: $17,312.56
Shares Owned After: 22,076.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
[Transaction #21]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -275 | Price: $1,333.62
Total Value: $366,746.85
Shares Owned After: 21,801.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F19] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,333.4500 - $1,334.2750. 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.
[Transaction #22]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -78 | Price: $1,334.72
Total Value: $104,107.82
Shares Owned After: 21,723.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F20] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,334.7100 - $1,335.1550. 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.
[Transaction #23]
Security: Common Stock
Date: 2026-06-18 | Code: S (Open market sale)
Shares: -176 | Price: $1,337.05
Total Value: $235,320.01
Shares Owned After: 21,547.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
Footnotes:
[F21] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,336.9750 - $1,337.0550. 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Option
Date: 2026-06-18 | Code: M (Exercise of derivative)
Shares: -10,132 | Price: $0.00
Exercisable: N/A | Expires: 2027-11-08
Shares Owned After: 21,964 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
--- Footnotes (Complete Index) ---
F1: The exercise price has been adjusted for dividends declared since August 1, 2022.
F10: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,319.3600 - $1,320.3500. 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.
F11: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,320.4000 - $1,321.2800. 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.
F12: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,321.4700 - $1,322.1500. 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.
F13: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,322.8500 - $1,323.8300. 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.
F14: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,323.8700 - $1,324.8600. 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.
F15: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,325.3250 - $1,326.0000. 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.
F16: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,326.7500 - $1,327.7300. 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.
F17: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,328.3250 - $1,329.1800. 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.
F18: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,330.3500 - $1,331.1900. 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.
F19: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,333.4500 - $1,334.2750. 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.
F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,305.0000 - $1,305.2100. 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.
F20: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,334.7100 - $1,335.1550. 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.
F21: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,336.9750 - $1,337.0550. 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.
F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,307.4850 - $1,308.3400. 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.
F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,308.7700 - $1,309.0450. 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.
F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,314.1300 - $1,315.1000. 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.
F6: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,315.2900 - $1,316.2800. 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.
F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,316.2900 - $1,317.2800. 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.
F8: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,317.3150 - $1,318.2900. 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.
F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,318.3600 - $1,319.3050. 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.
--- Signature ---
/s/ /s/ Rachel L. Quinlan as attorney in fact for W. Nicholas Howley (2026-06-22)
