TransDigm Group INC·4

Feb 3, 4:37 PM ET

Stein Kevin M 4

4 · TransDigm Group INC · Filed Feb 3, 2026

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TransDigm (TDG) Director Kevin M. Stein Exercises Options, Sells Shares

What Happened
Kevin M. Stein, a director of TransDigm Group (TDG), exercised a total of 48,000 option shares on Feb 2, 2026 (25,000 @ $341.28 = $8,532,000; 23,000 @ $342.31 = $7,873,130). In the same reporting period he sold shares in multiple open‑market transactions reported here totaling 36,925 shares for aggregate proceeds of approximately $52,647,125. This filing is the first of two Form 4s for the transaction (30‑line limit).

Key Details

  • Transaction date: 2026-02-02; Form 4 filed 2026-02-03.
  • Exercises (M): 25,000 shares @ $341.28 (paid $8,532,000) and 23,000 shares @ $342.31 (paid $7,873,130).
  • Open‑market sales (S) in this filing: 36,925 shares for ~$52,647,125 (multiple trades at prices roughly $1,404.68–$1,431.03 per share as shown in footnotes).
  • The filing also lists two derivative “Disposed” lines for 23,000 and 25,000 shares at $0.00 (these reflect the exercised derivatives and/or conversion mechanics).
  • Footnote F1: exercise price adjusted for dividends declared since Aug 1, 2022. Multiple footnotes (F2–F20) state reported sale prices are average weighted prices and give price ranges for grouped trades.
  • This is the first of two Form 4s (remark notes a 30‑line table limit); additional sales/details are in the subsequent filing.
  • Shares owned after the transactions are not specified in the excerpt provided — see the full filing(s) for post‑transaction beneficial ownership.

Context
This was an option exercise (code M) followed by open‑market sales. That pattern often reflects exercising options and selling at least some of the resulting shares (cashless or partial cashless exercise), but the filing simply reports the mechanics and amounts — it does not state motivations. Because additional sales are reported in a second Form 4, total sale proceeds and remaining holdings should be checked across both filings for the full picture.

Insider Transaction Report

Form 4
Period: 2026-02-02
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-02$341.28/sh+25,000$8,532,00033,158 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-02$342.31/sh+23,000$7,873,13056,158 total(indirect: By Trust)
  • Sale

    Common Stock

    2026-02-02$1404.68/sh40$56,18756,118 total(indirect: By Trust)
  • Sale

    Common Stock

    [F2]
    2026-02-02$1407.76/sh218$306,89355,900 total(indirect: By Trust)
  • Sale

    Common Stock

    2026-02-02$1409.71/sh2$2,81955,898 total(indirect: By Trust)
  • Sale

    Common Stock

    [F3]
    2026-02-02$1410.98/sh6$8,46655,892 total(indirect: By Trust)
  • Sale

    Common Stock

    2026-02-02$1412.26/sh1$1,41255,891 total(indirect: By Trust)
  • Sale

    Common Stock

    [F4]
    2026-02-02$1414.04/sh175$247,45855,716 total(indirect: By Trust)
  • Sale

    Common Stock

    [F5]
    2026-02-02$1414.36/sh58$82,03355,658 total(indirect: By Trust)
  • Sale

    Common Stock

    [F6]
    2026-02-02$1415.63/sh52$73,61355,606 total(indirect: By Trust)
  • Sale

    Common Stock

    [F7]
    2026-02-02$1416.39/sh2$2,83355,604 total(indirect: By Trust)
  • Sale

    Common Stock

    [F8]
    2026-02-02$1417.44/sh48$68,03755,556 total(indirect: By Trust)
  • Sale

    Common Stock

    [F9]
    2026-02-02$1419.43/sh112$158,97655,444 total(indirect: By Trust)
  • Sale

    Common Stock

    [F10]
    2026-02-02$1420.51/sh223$316,77455,221 total(indirect: By Trust)
  • Sale

    Common Stock

    [F11]
    2026-02-02$1421.73/sh861$1,224,10954,360 total(indirect: By Trust)
  • Sale

    Common Stock

    [F12]
    2026-02-02$1422.48/sh2,141$3,045,52152,219 total(indirect: By Trust)
  • Sale

    Common Stock

    [F13]
    2026-02-02$1423.66/sh3,997$5,690,38148,222 total(indirect: By Trust)
  • Sale

    Common Stock

    [F14]
    2026-02-02$1424.47/sh4,859$6,921,48843,363 total(indirect: By Trust)
  • Sale

    Common Stock

    [F15]
    2026-02-02$1425.57/sh5,906$8,419,43837,457 total(indirect: By Trust)
  • Sale

    Common Stock

    [F16]
    2026-02-02$1426.61/sh5,665$8,081,72431,792 total(indirect: By Trust)
  • Sale

    Common Stock

    [F17]
    2026-02-02$1427.38/sh6,665$9,513,51525,127 total(indirect: By Trust)
  • Sale

    Common Stock

    [F18]
    2026-02-02$1428.64/sh2,067$2,953,00823,060 total(indirect: By Trust)
  • Sale

    Common Stock

    [F19]
    2026-02-02$1429.61/sh1,810$2,587,60021,250 total(indirect: By Trust)
  • Sale

    Common Stock

    [F20]
    2026-02-02$1430.26/sh2,017$2,884,84119,233 total(indirect: By Trust)
  • Exercise/Conversion

    Stock Option.

    [F1]
    2026-02-0223,00020,000 total(indirect: By Trust)
    Exercise: $342.31From: 2025-09-30Exp: 2030-11-11Common Stock (23,000 underlying)
  • Exercise/Conversion

    Stock Option

    [F1]
    2026-02-0225,00017,940 total(indirect: By Trust)
    Exercise: $341.28From: 2023-09-30Exp: 2029-11-15Common Stock (25,000 underlying)
Footnotes (20)
  • [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 $1,420.0200 - $1,420.8800. 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 $1,421.0200 - $1,422.0100. 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 $1,422.0200 - $1,423.0100. 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 $1,423.0200 - $1,424.0100. 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 $1,424.0300 - $1,425.0200. 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 $1,425.0300 - $1,426.0200. 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 $1,426.0300 - $1,427.0100. 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 $1,427.0300 - $1,428.0200. 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 $1,428.0300 - $1,429.0200. 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 $1,429.0500 - $1,430.0400. 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 $1,407.1000 - $1,407.8900. 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 $1,430.0500 - $1,431.0300. 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.
  • [F3]Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,410.9300 - $1,411.2300. 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 $1,413.3000 - $1,414.2900. 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.
  • [F5]Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,414.3000 - $1,414.6900. 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 $1,415.3000 - $1,416.1000. 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.
  • [F7]Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,416.3300 - $1,416.4600. 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.
  • [F8]Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,417.4150 - $1,417.5900. 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.
  • [F9]Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $1,418.8500 - $1,419.7000. 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.
Signature
/s/ Rachel Quinlan as attorney in fact for Kevin Stein|2026-02-03

Documents

1 file
  • 4
    ownership.xmlPrimary

    4