Howley W Nicholas 4

What Happened

• Howley W. Nicholas, a director of TransDigm Group Inc. (TDG), exercised 10,132 option-derived shares at an adjusted exercise price of $50.92 per share (total cost $515,921) on 2026-03-18 and sold all 10,132 shares in multiple open-market trades the same day.
• The sales were reported in many blocks at varying prices; the reported aggregate proceeds from the dispositions total approximately $12,290,631. This sequence—exercise (code M) followed by matching sales (code S)—is consistent with a cashless exercise / immediate sale to cover the exercise and related obligations.

Key Details

• Transaction date: March 18, 2026 (Form filed 2026-03-19)
• Exercise: 10,132 shares acquired at $50.92 each; exercise price adjusted for dividends (Footnote F1).
• Sales: 10,132 shares sold in multiple lots; aggregate proceeds ≈ $12,290,631. Individual sale prices ranged roughly from $1,204.77 to $1,231.74 across reported blocks (see footnotes F2–F22 for per-block ranges and F10–F22 for weighted-price disclosures).
• Reported disposition entry for 10,132 shares at $0 (derivative) indicates the exercise/sale settlement mechanics reported on the Form 4.
• Shares owned after the transactions: not disclosed in the provided excerpt.
• Timeliness: Form filed the day after the transactions (no late-filing code provided in the supplied data).

Context

• This was an option exercise immediately followed by sales (a common cashless exercise/sell-to-cover pattern). Such transactions generally reflect exercise and liquidity/tax-covering activity rather than an independent open-market investment decision.
• Transaction codes: M = option exercise/conversion; S = open-market sale. Footnotes note that several sale prices are reported as average weighted prices for blocks sold over tight price ranges; the filer offered to provide detailed per-price share counts on request.