Howley W Nicholas 4

What Happened
Howley W. Nicholas, a director of TransDigm Group Inc. (TDG), exercised 10,168 stock options on Feb 18, 2026 at an adjusted exercise price of $50.92 per share (total cost $517,755) and then sold those 10,168 shares in multiple open‑market transactions for aggregate proceeds of about $13,296,510. The filings show the exercised shares were disposed immediately (cashless/same‑day sale).

Key Details

• Transaction date: 2026-02-18; Form 4 filed 2026-02-20 (timely filing).
• Exercise: 10,168 shares acquired at $50.92 each (footnote F1: exercise price adjusted for dividends since Aug 1, 2022) — cost $517,755.
• Sales: 10,168 shares sold in multiple tranches at varying prices; aggregate sale proceeds ≈ $13,296,510. Per‑trade groups report weighted average prices with ranges (see footnotes F2–F14 for price ranges by tranche).
• Derivative entry: a disposal of 10,168 derivative shares at $0 indicates the exercised shares were delivered and sold (cashless exercise/same‑day sale).
• Shares owned after transaction: not specified in the excerpt provided.
• No 10b5‑1 plan, gift, or other special plan is cited in the provided notes.

Context
This was an option exercise followed by immediate open‑market sales—common when insiders exercise options to cover the exercise cost, taxes, or to monetize gains. The filing is factual and does not indicate insider sentiment; because the shares were sold right after exercise, this transaction functions mostly as liquidity/monetization rather than an ongoing buy signal.