UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 13~~March 5, 2026

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

~~Delaware~~

~~001-32833~~

Delaware

~~41-2101738~~

001-32833

41-2101738

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

1350 Euclid Avenue,

Suite 1600,

Cleveland,

Ohio

44115

(Address of principal executive offices)

(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

~~TradingSymbol:~~

~~Name of each exchangeon which registered:~~

Trading Symbol:

Name of each exchange on which registered:

Common Stock, $0.01 par value

~~TDG~~

~~New York Stock Exchange~~

TDG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~Security ~~Agreement~~Holders.

~~Completed~~On ~~Financing~~March ~~Summary~~5, 2026, TransDigm Group Incorporated (the “Company”) conducted its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the meeting, Mses. Jane M. Cronin and Michele L. Santana and Messrs. David A. Barr, Michael Graff, Sean P. Hennessy, W. Nicholas Howley, Michael J. Lisman, Gary E. McCullough, Peter J. Palmer and Robert J. Small were elected as directors of the Company. In addition, the stockholders ratified the Company’s selection of Ernst & Young LLP as its independent registered public accounting firm and as the auditors of the Company's consolidated financial statements for the fiscal year ending September 30, 2026 and, in an advisory vote, approved the compensation paid by the Company to its named executive officers. The details of the vote are set forth below:

OnProposal ~~February 13, 2026, TransDigm Inc~~No. ~~(“TransDigm”),~~1 a– ~~wholly-owned~~Election ~~subsidiary~~ of ~~TransDigm~~Ten ~~Group~~Director ~~Incorporated~~Nominees ~~(“TD~~to ~~Group”), completed~~ the ~~previously~~Company's ~~announced~~Board ~~offerings~~ of an aggregate of $2,000 million of new debt, consisting of $1,200 million of 6.125% Senior Subordinated Notes maturing July 31, 2034 (the “Notes”) and $800 million of new tranche N term loans (the “New Term Loans”) maturing February 13, 2033. Directors:

TD Group intends to use the net proceeds of the offerings of the Notes and the New Term Loans, together with cash on hand, to fund the aggregate purchase price of the previously announced and expected acquisitions of (i) Stellant Systems, Inc. and (ii) Jet Parts Engineering and Victor Sierra Aviation Holdings and for related transaction fees and expenses.


	FOR	WITHHELD	BROKER NON-VOTES
David A. Barr	49,439,187	777,640	2,616,917
Jane M. Cronin	48,845,224	1,371,603	2,616,917
Michael Graff	48,158,601	2,058,226	2,616,917
Sean P. Hennessy	48,949,934	1,266,893	2,616,917
W. Nicholas Howley	48,963,201	1,253,626	2,616,917
Michael J. Lisman	49,861,805	355,022	2,616,917
Gary E. McCullough	46,187,687	4,029,140	2,616,917
Peter J. Palmer	49,334,023	882,804	2,616,917
Michele L. Santana	48,861,884	1,354,943	2,616,917
Robert J. Small	49,061,518	1,155,309	2,616,917

~~Subordinated~~Proposal ~~Notes~~No. ~~Indenture~~2 – Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2026:

On February 13, 2026, TransDigm issued $1,200 million in aggregate principal amount of the Notes at an issue price of 100.000% of the principal amount thereof in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons outside the United States under Regulation S under the Securities Act.


FOR						51,593,887
AGAINST						1,227,313
ABSTAIN						12,544

~~The~~Proposal ~~Notes~~No. ~~were~~3 ~~issued~~– ~~pursuant~~Approval, toon an ~~indenture~~Advisory Basis, ~~dated as~~ of ~~February 13, 2026 (~~the ~~“Indenture”),~~Compensation ~~among~~of ~~TransDigm, as issuer, TD Group and~~ the ~~subsidiaries of TransDigm party thereto, as guarantors, and The Bank of New York Mellon Trust~~ Company,’s ~~N.A.,~~Named asExecutive ~~trustee (the “Trustee”).~~ Officers:

The Notes bear interest at the rate of 6.125% per annum, which accrues from February 13, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on July 31, 2026. The Notes mature on July 31, 2034, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.


FOR						48,583,255
AGAINST						1,612,610
ABSTAIN						20,962
BROKER NON-VOTES						2,616,917

~~TransDigm~~No ~~may~~other ~~redeem~~matters ~~some~~were orbrought ~~all~~before ofstockholders ~~the~~for ~~Notes~~a vote at the ~~redemption~~2026 ~~prices~~Annual ~~and on the terms specified in the Indenture~~Meeting. If TD Group or TransDigm experiences specific kinds of changes in control or TD Group or any of its restricted subsidiaries sells certain of its assets, then TransDigm must offer to repurchase the Notes on the terms set forth in the Indenture.

The Notes are TransDigm’s senior subordinated obligations. As of the issue date, the Notes are guaranteed, on a senior subordinated basis, by TD Group and each of TransDigm’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s senior secured credit facilities. From and after the issue date, the Notes will be guaranteed, with certain exceptions, on a senior subordinated basis by TD Group and each of TransDigm’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm or any of the guarantors in an aggregate principal amount of at least $200 million. The Notes and the related guarantees rank junior in right of payment with all of TransDigm’s and the guarantors’ existing and future senior indebtedness, equally in right of payment to any of TransDigm’s and the guarantor’s existing and future senior subordinated indebtedness, senior in right of payment to any of TransDigm’s and the guarantors’ existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes and related guarantees, and structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries.

The Indenture contains certain covenants that, among other things, limit TransDigm’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make certain investments, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets, incur or suffer to exist liens securing indebtedness and engage in certain business activities. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to TransDigm, all outstanding Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all Notes to be due and payable immediately.

The above summary of the Indenture is qualified in its entirety by reference to the Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Credit Agreement Amendment

On February 13, 2026, TransDigm, TD Group and certain subsidiaries of TransDigm entered into Amendment No. 20 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which TransDigm, among other things, incurred $800 million of the New Term Loans. The New Term Loans bear interest at a rate of Term SOFR plus an applicable margin of 2.50%. Original issue discount of 0.125% was paid to lenders of the New Term Loans. The other terms and conditions that apply to the New Term Loans are substantially the same as the terms and conditions that apply to the other term loans outstanding under the Credit Agreement. The New Term Loans were fully drawn on February 13, 2026.

The Credit Agreement Amendment amends that certain Second Amended and Restated Credit Agreement, dated June 4, 2014, as amended, with Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders named therein (the “Credit Agreement”).

The above summary of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
4.1		Indenture, dated as of February 13, 2026, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 6.125% Senior Subordinated Notes due 2034.
4.2		Form of 6.125% Senior Subordinated Notes due 2034 (included in Exhibit 4.1).
10.1*		Amendment No. 20 and Incremental Term Loan Assumption Agreement, dated as of February 13, 2026, to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. TD Group hereby undertakes to furnish on a supplemental basis a copy of any omitted exhibit upon request by the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSDIGM GROUP INCORPORATED By: /s/ ~~Sarah~~Armani ~~Wynne~~Vadiee Name: ~~Sarah~~Armani ~~Wynne~~Vadiee Title: General Counsel, Chief ~~Financial~~Compliance Officer ~~(Principal~~and ~~Financial Officer)~~Secretary

Dated: March ~~February 13~~5, 2026

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