=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-07-20
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: 2026-07-20 | 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: 2026-07-20 | Code: S (Open market sale)
Shares: -570 | Price: $1,210.32
Total Value: $689,884.79
Shares Owned After: 31,109.513 | 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 $1,209.9000 - $1,210.8300. 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 #3]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -240 | Price: $1,211.46
Total Value: $290,749.80
Shares Owned After: 30,869.513 | 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 $1,211.0200 - $1,211.7700. 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: 2026-07-20 | Code: S (Open market sale)
Shares: -1,720 | Price: $1,212.73
Total Value: $2,085,897.66
Shares Owned After: 29,149.513 | 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 $1,212.3300 - $1,213.2000. 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 #5]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -1,437 | Price: $1,213.88
Total Value: $1,744,345.13
Shares Owned After: 27,712.513 | 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 $1,213.4000 - $1,214.3400. 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 #6]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -1,561 | Price: $1,214.74
Total Value: $1,896,214.92
Shares Owned After: 26,151.513 | 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 $1,214.5200 - $1,215.3000. 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 #7]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -260 | Price: $1,215.62
Total Value: $316,060.00
Shares Owned After: 25,891.513 | 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 $1,215.5500 - $1,215.7200. 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 #8]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -603 | Price: $1,217.01
Total Value: $733,856.31
Shares Owned After: 25,288.513 | 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 $1,216.7700 - $1,217.4100. 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: 2026-07-20 | Code: S (Open market sale)
Shares: -1,463 | Price: $1,218.58
Total Value: $1,782,787.37
Shares Owned After: 23,825.513 | 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 $1,218.0600 - $1,218.9800. 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: 2026-07-20 | Code: S (Open market sale)
Shares: -1,243 | Price: $1,219.48
Total Value: $1,515,819.61
Shares Owned After: 22,582.513 | 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 $1,219.1300 - $1,220.0300. 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: 2026-07-20 | Code: S (Open market sale)
Shares: -130 | Price: $1,220.57
Total Value: $158,673.61
Shares Owned After: 22,452.513 | 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 $1,220.2000 - $1,220.7500. 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: 2026-07-20 | Code: S (Open market sale)
Shares: -465 | Price: $1,222.32
Total Value: $568,377.96
Shares Owned After: 21,987.513 | 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 $1,222.2550 - $1,222.6400. 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 #13]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -440 | Price: $1,224.14
Total Value: $538,620.59
Shares Owned After: 21,547.513 | 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 $1,223.8800 - $1,224.4600. 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: 2026-07-20 | Code: M (Exercise of derivative)
Shares: -10,132 | Price: $0.00
Exercisable: N/A | Expires: 2027-11-08
Shares Owned After: 11,832 | 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 $1,219.1300 - $1,220.0300. 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 $1,220.2000 - $1,220.7500. 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 $1,222.2550 - $1,222.6400. 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.
F13: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,223.8800 - $1,224.4600. 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 $1,209.9000 - $1,210.8300. 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.
F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,211.0200 - $1,211.7700. 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 $1,212.3300 - $1,213.2000. 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.
F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,213.4000 - $1,214.3400. 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.
F6: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,214.5200 - $1,215.3000. 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.
F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,215.5500 - $1,215.7200. 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 $1,216.7700 - $1,217.4100. 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 $1,218.0600 - $1,218.9800. 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 (2026-07-21)
