TransDigm Group INC (TDG) · Insider Trading (Form 4) SEC Filing

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-05-18 10b5-1 Pre-arranged Plan: Yes --- 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: 2026-05-18 | 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: 2026-05-18 | Code: S (Open market sale) Shares: -40 | Price: $1,145.16 Total Value: $45,806.40 Shares Owned After: 31,639.513 | 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 $1,145.0100 - $1,145.3100. 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: 2026-05-18 | Code: S (Open market sale) Shares: -60 | Price: $1,146.42 Total Value: $68,785.00 Shares Owned After: 31,579.513 | 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 $1,146.3700 - $1,146.4400. 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: 2026-05-18 | Code: S (Open market sale) Shares: -80 | Price: $1,150.17 Total Value: $92,013.90 Shares Owned After: 31,499.513 | 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 $1,149.9500 - $1,150.8450. 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: 2026-05-18 | Code: S (Open market sale) Shares: -80 | Price: $1,160.00 Total Value: $92,800.00 Shares Owned After: 31,419.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99 [Transaction #6] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -50 | Price: $1,162.94 Total Value: $58,147.25 Shares Owned After: 31,369.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99 [Transaction #7] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -23 | Price: $1,163.98 Total Value: $26,771.54 Shares Owned After: 31,346.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99 [Transaction #8] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -110 | Price: $1,165.51 Total Value: $128,205.85 Shares Owned After: 31,236.513 | 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 $1,165.0000 - $1,165.6600. 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: 2026-05-18 | Code: S (Open market sale) Shares: -586 | Price: $1,167.05 Total Value: $683,889.89 Shares Owned After: 30,650.513 | 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 $1,166.4500 - $1,167.4000. 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: 2026-05-18 | Code: S (Open market sale) Shares: -463 | Price: $1,168.33 Total Value: $540,934.47 Shares Owned After: 30,187.513 | 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 $1,167.7900 - $1,168.7200. 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: 2026-05-18 | Code: S (Open market sale) Shares: -390 | Price: $1,169.24 Total Value: $456,004.42 Shares Owned After: 29,797.513 | 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 $1,168.9600 - $1,169.6100. 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. [Transaction #12] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -60 | Price: $1,170.38 Total Value: $70,222.80 Shares Owned After: 29,737.513 | 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 $1,170.0000 - $1,170.6800. 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: 2026-05-18 | Code: S (Open market sale) Shares: -220 | Price: $1,172.31 Total Value: $257,908.40 Shares Owned After: 29,517.513 | 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 $1,172.0000 - $1,172.3600. 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: 2026-05-18 | Code: S (Open market sale) Shares: -685 | Price: $1,174.17 Total Value: $804,303.30 Shares Owned After: 28,832.513 | 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 $1,174.0600 - $1,174.9900. 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: 2026-05-18 | Code: S (Open market sale) Shares: -313 | Price: $1,175.96 Total Value: $368,074.10 Shares Owned After: 28,519.513 | 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 $1,175.4600 - $1,176.3800. 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: 2026-05-18 | Code: S (Open market sale) Shares: -40 | Price: $1,176.67 Total Value: $47,067.00 Shares Owned After: 28,479.513 | 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 $1,176.5000 - $1,177.1200. 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: 2026-05-18 | Code: S (Open market sale) Shares: -140 | Price: $1,178.14 Total Value: $164,939.80 Shares Owned After: 28,339.513 | 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 $1,177.9900 - $1,178.5200. 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: 2026-05-18 | Code: S (Open market sale) Shares: -250 | Price: $1,179.67 Total Value: $294,918.00 Shares Owned After: 28,089.513 | 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 $1,179.3800 - $1,180.1900. 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 #19] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -437 | Price: $1,180.97 Total Value: $516,083.45 Shares Owned After: 27,652.513 | 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 $1,180.6400 - $1,181.5900. 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: 2026-05-18 | Code: S (Open market sale) Shares: -290 | Price: $1,182.81 Total Value: $343,013.80 Shares Owned After: 27,362.513 | 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 $1,182.2300 - $1,183.0000. 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 #21] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -87 | Price: $1,183.86 Total Value: $102,995.46 Shares Owned After: 27,275.513 | 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 $1,183.2500 - $1,184.0700. 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: 2026-05-18 | Code: S (Open market sale) Shares: -1,075 | Price: $1,185.05 Total Value: $1,273,932.19 Shares Owned After: 26,200.513 | 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 $1,184.2800 - $1,185.2000. 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: 2026-05-18 | Code: S (Open market sale) Shares: -448 | Price: $1,185.97 Total Value: $531,316.71 Shares Owned After: 25,752.513 | 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 $1,185.5000 - $1,186.3950. 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 #24] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -272 | Price: $1,187.11 Total Value: $322,894.55 Shares Owned After: 25,480.513 | 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 $1,186.5700 - $1,187.5000. 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 #25] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -3,801 | Price: $1,188.13 Total Value: $4,516,076.05 Shares Owned After: 21,679.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99 Footnotes: [F22] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,187.6700 - $1,188.6400. 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 #26] Security: Common Stock Date: 2026-05-18 | Code: S (Open market sale) Shares: -132 | Price: $1,189.02 Total Value: $156,950.14 Shares Owned After: 21,547.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99 Footnotes: [F23] Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,188.7700 - $1,189.2700. 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: 2026-05-18 | Code: M (Exercise of derivative) Shares: -10,132 | Price: $0.00 Exercisable: N/A | Expires: 2027-11-08 Shares Owned After: 32,096 | 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. --- 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 $1,172.0000 - $1,172.3600. 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 $1,174.0600 - $1,174.9900. 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 $1,175.4600 - $1,176.3800. 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 $1,176.5000 - $1,177.1200. 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 $1,177.9900 - $1,178.5200. 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 $1,179.3800 - $1,180.1900. 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. F16: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,180.6400 - $1,181.5900. 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 $1,182.2300 - $1,183.0000. 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. F18: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,183.2500 - $1,184.0700. 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 $1,184.2800 - $1,185.2000. 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 $1,145.0100 - $1,145.3100. 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 $1,185.5000 - $1,186.3950. 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 $1,186.5700 - $1,187.5000. 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. F22: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,187.6700 - $1,188.6400. 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. F23: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,188.7700 - $1,189.2700. 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 $1,146.3700 - $1,146.4400. 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 $1,149.9500 - $1,150.8450. 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 $1,165.0000 - $1,165.6600. 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 $1,166.4500 - $1,167.4000. 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 $1,167.7900 - $1,168.7200. 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 $1,168.9600 - $1,169.6100. 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. F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,170.0000 - $1,170.6800. 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 (2026-05-19)