=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-18
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: 2026-02-18 | Code: M (Exercise of derivative)
Shares: +10,168 | Price: $50.92
Total Value: $517,754.56
Shares Owned After: 31,715.513 | 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: 2026-02-18 | Code: S (Open market sale)
Shares: -920 | Price: $1,299.31
Total Value: $1,195,362.26
Shares Owned After: 30,795.513 | 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 $1,298.9600 - $1,299.8950. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -30 | Price: $1,300.32
Total Value: $39,009.70
Shares Owned After: 30,765.513 | 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 $1,300.0000 - $1,300.7000. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -190 | Price: $1,301.09
Total Value: $247,207.14
Shares Owned After: 30,575.513 | 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 $1,301.0400 - $1,301.5100. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -201 | Price: $1,302.42
Total Value: $261,787.00
Shares Owned After: 30,374.513 | 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 $1,302.1000 - $1,302.7150. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -560 | Price: $1,303.64
Total Value: $730,036.78
Shares Owned After: 29,814.513 | 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 $1,303.2100 - $1,304.1700. 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 #7]
Security: Common Stock
Date: 2026-02-18 | Code: S (Open market sale)
Shares: -587 | Price: $1,304.49
Total Value: $765,734.98
Shares Owned After: 29,227.513 | 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 $1,304.3100 - $1,305.3000. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -425 | Price: $1,306.17
Total Value: $555,121.19
Shares Owned After: 28,802.513 | 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 $1,305.6000 - $1,306.3800. 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 #9]
Security: Common Stock
Date: 2026-02-18 | Code: S (Open market sale)
Shares: -1,050 | Price: $1,307.23
Total Value: $1,372,589.50
Shares Owned After: 27,752.513 | 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 $1,306.7200- $1,307.5500. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -973 | Price: $1,308.14
Total Value: $1,272,818.18
Shares Owned After: 26,779.513 | 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 $1,307.8400 - $1,308.6700. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -1,210 | Price: $1,309.22
Total Value: $1,584,161.28
Shares Owned After: 25,569.513 | 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 $1,308.9400 - $1,309.8000. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -1,154 | Price: $1,310.58
Total Value: $1,512,412.32
Shares Owned After: 24,415.513 | 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 $1,310.0000 - $1,310.9100. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -2,738 | Price: $1,311.07
Total Value: $3,589,705.01
Shares Owned After: 21,677.513 | 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 $1,311.0000 - $1,311.8500. 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: 2026-02-18 | Code: S (Open market sale)
Shares: -130 | Price: $1,312.04
Total Value: $170,564.80
Shares Owned After: 21,547.513 | 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 $1,312.0000 - $1,312.2400. 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: 2026-02-18 | Code: M (Exercise of derivative)
Shares: -10,168 | Price: $0.00
Exercisable: N/A | Expires: 2026-11-10
Shares Owned After: 18,040 | 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 $1,307.8400 - $1,308.6700. 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 $1,308.9400 - $1,309.8000. 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 $1,310.0000 - $1,310.9100. 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 $1,311.0000 - $1,311.8500. 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 $1,312.0000 - $1,312.2400. 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 $1,298.9600 - $1,299.8950. 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 $1,300.0000 - $1,300.7000. 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 $1,301.0400 - $1,301.5100. 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 $1,302.1000 - $1,302.7150. 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 $1,303.2100 - $1,304.1700. 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.
F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,304.3100 - $1,305.3000. 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 $1,305.6000 - $1,306.3800. 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.
F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,306.7200- $1,307.5500. 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/ Lisa Tortora French as attorney in-fact for W. Nicholas Howley (2026-02-19)
