Howley W Nicholas 4

What Happened

• W. Nicholas Howley, a director of TransDigm Group Inc. (TDG), exercised 10,132 options (transaction code M) on 2026-06-18 at an adjusted exercise price of $66.47 per share (total cash paid $673,474). The same 10,132 shares were sold in open-market transactions that day (transaction code S) for total gross proceeds of $13,369,723. Taken together this appears to be a cashless exercise/sale: shares were exercised and immediately sold.

Key Details

• Transaction date: 2026-06-18; Form 4 filed: 2026-06-22 (filed within the SEC two-business-day requirement).
• Exercise: 10,132 shares @ $66.47 each = $673,474 paid.
• Sales: 10,132 shares sold in multiple blocks at varying prices; total proceeds reported = $13,369,723 (per-lot prices ranged roughly $1,305.00 to $1,337.05 per share per footnotes).
• Net proceeds (gross sales minus exercise cost, before taxes/fees) ≈ $12.70M.
• Footnote F1: the exercise price was adjusted for dividends declared since Aug 1, 2022. Multiple footnotes (F2–F21) note that reported sale prices are weighted averages for groups of trades and that the filer will provide per-price breakdowns on request.
• Shares owned after the transaction are not specified in the provided extract.

Context

• This is an options exercise followed by immediate sale of all resulting shares (commonly called a cashless exercise or sell-to-cover when proceeds are used to cover exercise cost/taxes). Such transactions are often routine and do not, by themselves, indicate insider sentiment about the company.
• Transaction codes: M = option exercise/conversion; S = open market sale. The filing appears timely (no late filing flag).