=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-04-20
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: 2026-04-20 | Code: M (Exercise of derivative)
Shares: +9,789 | Price: $50.92
Total Value: $498,455.88
Shares Owned After: 31,336.513 | 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: 2026-04-20 | Code: M (Exercise of derivative)
Shares: +343 | Price: $66.47
Total Value: $22,799.21
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 #3]
Security: Common Stock
Date: 2026-04-20 | Code: S (Open market sale)
Shares: -60 | Price: $1,260.34
Total Value: $75,620.31
Shares Owned After: 31,619.513 | 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 $1,260.0000 - $1,260.4800. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -1,035 | Price: $1,261.64
Total Value: $1,305,800.30
Shares Owned After: 30,584.513 | 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 $1,261.1800 - $1,262.1200. 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 #5]
Security: Common Stock
Date: 2026-04-20 | Code: S (Open market sale)
Shares: -3,077 | Price: $1,262.66
Total Value: $3,885,191.59
Shares Owned After: 27,507.513 | 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 $1,262.2500 - $1,263.1700. 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 #6]
Security: Common Stock
Date: 2026-04-20 | Code: S (Open market sale)
Shares: -589 | Price: $1,263.81
Total Value: $744,384.68
Shares Owned After: 26,918.513 | 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 $1,263.3700 - $1,264.1000. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -694 | Price: $1,264.95
Total Value: $877,874.81
Shares Owned After: 26,224.513 | 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 $1,264.5500 - $1,265.5300. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -1,304 | Price: $1,266.13
Total Value: $1,651,037.43
Shares Owned After: 24,920.513 | 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 $1,265.6650 - $1,266.6550. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -1,673 | Price: $1,267.14
Total Value: $2,119,920.03
Shares Owned After: 23,247.513 | 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 $1,266.7200 - $1,267.6800. 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 #10]
Security: Common Stock
Date: 2026-04-20 | Code: S (Open market sale)
Shares: -940 | Price: $1,268.46
Total Value: $1,192,349.96
Shares Owned After: 22,307.513 | 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 $1,267.7700 - $1,268.7600. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -270 | Price: $1,269.62
Total Value: $342,797.51
Shares Owned After: 22,037.513 | 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 $1,268.9300 - $1,269.8800. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -430 | Price: $1,270.46
Total Value: $546,297.20
Shares Owned After: 21,607.513 | 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 $1,270.4000 - $1,270.4900. 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: 2026-04-20 | Code: S (Open market sale)
Shares: -60 | Price: $1,271.63
Total Value: $76,297.80
Shares Owned After: 21,547.513 | Ownership: I (Indirect) | Nature: W. Nicholas Howley Family Trust u/a/d 4/23/99
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Option
Date: 2026-04-20 | Code: M (Exercise of derivative)
Shares: -9,789 | Price: $0.00
Exercisable: N/A | Expires: 2026-11-10
Shares Owned After: 0 | 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: Stock Option
Date: 2026-04-20 | Code: M (Exercise of derivative)
Shares: -343 | Price: $0.00
Exercisable: N/A | Expires: 2027-11-08
Shares Owned After: 42,228 | 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 $1,268.9300 - $1,269.8800. 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 $1,270.4000 - $1,270.4900. 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 $1,260.0000 - $1,260.4800. 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 $1,261.1800 - $1,262.1200. 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.
F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,262.2500 - $1,263.1700. 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 $1,263.3700 - $1,264.1000. 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 $1,264.5500 - $1,265.5300. 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 $1,265.6650 - $1,266.6550. 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 $1,266.7200 - $1,267.6800. 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.
F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,267.7700 - $1,268.7600. 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 (2026-04-21)