TransDigm Group (TDG) 10-K risk factor changes: FY2026 vs FY2025

[removed: In fiscal year 2025, no customer individually accounted for 10% or more of the Company’s net sales; however, our] [added: Our] top ten customers for fiscal year [removed: 2025] [added: 2026] accounted for approximately [removed: 40%] [added: 45%] of our net sales.

We have a significant amount of indebtedness and may [removed: be able to] incur substantial additional indebtedness in the future.

In order to mitigate the interest rate risk of these variable rate borrowings, we enter into interest rate [removed: swap, cap,] [added: swap] and collar agreements that cover a significant portion of the existing variable rate debt and may continue [added: to] do so in the future, subject to market and other conditions.

- pay distributions on, redeem or repurchase our capital [removed: stock] [added: stock,] or redeem or repurchase our subordinated debt;

Changes to tariff and import and export regulations in the United States and abroad [added: have, and] may also [added: continue to,] negatively impact the availability and pricing of raw materials.

[removed: However, regulation] [added: Regulation] that would have a material adverse impact on air travel could [added: also] have a material adverse impact on our business.

Given the uncertainty around these issues, we cannot predict how future [removed: legislation,] [added: legislation] will affect our operations and financial condition.

Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics or other business disruptions, which could seriously harm our results of [removed: operation] [added: operations] and increase our costs and expenses.

Our net sales to foreign customers were [removed: $3,296] [added: $3,698] million for the fiscal year ended September 30, [removed: 2025.][added: 2026.]

Issues with the global supply chain [removed: can also rise] [added: arise] due to some of the aforementioned risks, as well as the availability and cost of raw materials to suppliers, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import.

We continue to monitor the ongoing geopolitical conflicts, [removed: such as Russia] [added: including the conflict involving Iran] and [added: Russia’s invasion of] Ukraine, and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia [added: and Iran] by the U.S., the U.K., the European Union and others.

[removed: Although the conflicts have not, nor are expected to, have a direct material adverse impact on TransDigm's business, the] [added: The] implications of these conflicts in the short-term and long-term are difficult to predict.

Factors such as increased energy costs, [added: disruptions to shipping and energy supply routes,] the availability of certain raw materials for aircraft manufacturers, embargoes on flights from certain airlines, sanctions on certain companies, and the stability of certain customers could impact the global economy and aviation sector.

Furthermore, even where the price is not based on cost, the U.S. Government may seek to review costs to determine whether our pricing is “fair and reasonable.” Our subsidiaries are periodically subject to pricing reviews and government buying agencies that purchase some of our subsidiaries’ products are periodically subject to audits by the U.S. Department of [removed: Defense (“DOD”)] [added: War (“DOW”)] with respect to prices paid for such products.

As a result of these audits, we could be asked to enter into an arrangement whereby our prices would be based on costs approved by the auditor, plus a nominal fee, the [removed: DOD] [added: DOW] could seek to pursue alternative sources of supply for our parts, or the U.S. Government could take other adverse actions with respect to our contracts.

Our business may be adversely affected if we [removed: would] lose our government or industry approvals or if more stringent government regulations are enacted or if industry oversight is increased.

In order to sell our products, we and the products we manufacture must be certified by the FAA, the [removed: DOD] [added: DOW] and similar agencies in foreign countries and by individual manufacturers.

The interpretation and application of data protection laws in the U.S. and [removed: globally, including] [added: globally including,] but not limited [removed: to] [added: to,] the General Data Protection [removed: Regulation and] [added: Regulation,] are uncertain and evolving.

Any failure to [removed: comply,] [added: comply] could result in significant penalties, fines, legal challenges and reputational harm.

Increased cybersecurity threats and more sophisticated and targeted computer crime have posed and could continue to pose a risk to our and certain third parties’ information technology systems and a disruption to or breach in the security of such systems, if material, could have adverse effects on our [removed: result] [added: results] of operations and financial condition.

Such events may result in possible negative consequences, such as disruption to our business operations, loss of proprietary information, ransom demands, loss of revenue, penalties, failure to comply with laws governing sensitive data, government enforcement, litigation or regulatory proceedings, negative publicity, loss of reputation, loss of intellectual property, loss of competitiveness or customers, increased security and compliance costs or other negative [removed: consequences; however, the use of isolated systems by our operating units mitigates the pervasiveness of this risk.][added: consequences.]

Our business is subject to regulation under a variety of U.S. federal and state and non-U.S. laws, [removed: regulation] [added: regulations] and policies that require ongoing compliance efforts.

Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and technology, were [removed: $3,454] [added: $5,152] million at September 30, [removed: 2025,] [added: 2026,] representing [removed: 15%] [added: 18%] of our total assets.

Goodwill recognized in accounting for mergers and acquisitions was [removed: $10,612] [added: $12,946] million at September 30, [removed: 2025,] [added: 2026,] representing 46% of our total assets.

From time to time, changes in tax laws or regulations may be proposed or [removed: enacted] [added: enacted, such as the Organisation for Economic Co-operation and Development (the “OECD”) Pillar Two, Global Anti-Base Erosion Rules, and H.R.1, commonly referred to as the One Big Beautiful Bill Act,] that could adversely affect our overall tax liability.

There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in which we operate, [removed: such as the proposed 15% global minimum tax under the Organisation for Economic Co-operation and Development (the “OECD”) Pillar Two, Global Anti-Base Erosion Rules (the “Pillar Two Rules”),] will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations.

Any [removed: payment of] [added: decision to pay a] special cash [removed: dividends] [added: dividend] on our common stock in the future will be at the discretion of our Board [removed: of Directors] and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our [removed: Board of Directors.][added: Board.]

Therefore, [removed: shareholders] [added: stockholders] should not rely on regular quarterly or annual dividend income from shares of our common stock and should not rely on special dividends with any regularity or at all.

In addition, global market and economic conditions have been challenging due to turbulence in the U.S. and international markets and [removed: economies] [added: economies,] and [added: may] have prolonged declines in business and consumer spending.

The military and defense market is significantly dependent upon government budget trends, particularly the [removed: DOD] [added: DOW] budget.

[removed: DOD] [added: DOW] budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending [removed: policy as a result of the presidential election or otherwise,] [added: policy,] the U.S. Government’s budget deficits, spending priorities, the cost of sustaining the U.S. military presence internationally and possible political pressure to reduce U.S. Government military spending, each of which could cause the [removed: DOD] [added: DOW] budget to remain unchanged or to decline.

[removed: Shareholders] [added: Stockholders] may not be able to sell their shares at or above the purchase price due to fluctuations in the market price of our common stock.

Regulators may also require significant concessions or impose conditions that have resulted, and could in the future result, in significant costs or force us to abandon proposed transactions.

Common stock repurchases under our capital allocation strategy are subject to uncertainties of the market and may affect our common stock price.

Common stock repurchases are one component of our capital allocation strategy.

We generally prioritize in the following manner: (1) investing capital in existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt.

Factors that go into any repurchase decision are based on available cash, market conditions, our stock price, other capital allocation opportunities and restrictions under our debt agreements.

Although any repurchase is intended to enhance long-term stockholder value, there can be no assurance that they will do so, as the market price of our common stock may decline below the prices at which we repurchase common stock.

The Company’s Board of Directors continually monitors this risk and we believe that the Company’s succession plan, together with our straightforward strategy, clear value drivers, decentralized nature and the quality of managers running our operating units helps to mitigate this risk.

Because our manufacturing facilities primarily engage in assembly and light manufacturing and because we do not maintain any transportation infrastructure, we have relatively low Scope 1 and Scope 2 emissions.

Accordingly, we do not anticipate any material adverse impact from increased carbon regulation directly on our manufacturing operations.

Further, because of our wide portfolio of hundreds of thousands of products, we do not anticipate any material adverse impact from the reliance on a supplier or group of suppliers that may be subject to climate risks.

We have established a science-aligned greenhouse gas emissions reduction target of at least a 50% reduction in our Scope 1 and Scope 2 emissions on an absolute basis.

Fiscal 2019 is the selected baseline year for TransDigm that we will compare against as we make progress towards our emissions reduction goal.

We continue to evaluate ways to reduce our energy and water consumption and lower our greenhouse gas emissions through energy efficiency measures, the purchase of green power and other actions.

Based on currently available information, however, the Company does not believe that future environmental costs in excess of those accrued with respect to sites for which the Company has been identified as a potentially responsible party are likely to have a material adverse effect on the Company’s financial condition.

As of September 30, 2025, many jurisdictions where the Company operates, including Canada, U.K. and Germany, have adopted the Pillar Two Rules.

The effective dates vary between fiscal 2025 and fiscal 2026.

Notwithstanding the most recent special cash dividend declared by the Company’s Board of Directors on August 20, 2025 of $90.00 per outstanding share of common stock, paid on September 12, 2025, we do not anticipate declaring regular cash dividends, whether quarterly or annual, on our common stock or any other equity security in the foreseeable future.

We believe we have achieved steady, long-term growth in sales and improvements in operating performance [removed: we believe that] due to our competitive strengths and through execution of our value-driven operating strategy.

We maintain a [removed: selective] [added: disciplined] acquisition [removed: strategy, concentrating] [added: strategy focused] on proprietary commercial aerospace component businesses with significant aftermarket [removed: content] [added: content,] where we see a clear path to [added: create] value [removed: creation through the application of] [added: and earn private equity-like returns by applying] our three core value drivers.

[removed: The integration of acquisitions] [added: Integrating acquired businesses] into our existing [removed: businesses combined with implementing] [added: operations and applying] our [removed: proven] operating strategy has historically [removed: resulted in improvements in] [added: improved] the financial performance of the acquired businesses.

For fiscal year [removed: 2025,] [added: 2026,] we generated net sales of [removed: $8,831] [added: $10,557] million, gross profit of [removed: $5,311] [added: $6,254] million or [removed: 60.1%] [added: 59.2%] of net sales, and net income attributable to TD Group of [removed: $2,074] [added: $2,107] million.

Commercial aftermarket sales increased in fiscal [removed: 2025] [added: 2026] compared to fiscal [removed: 2024] [added: 2025] primarily due to [removed: the] overall [removed: demand for air travel resulting] [added: demand, which resulted] in higher flight hours and utilization of passenger and freight [removed: aircraft as global air traffic continues to surpass pre-pandemic levels.][added: aircraft, despite the softening in industry capacity and RPKs arising from the conflict in the Middle East.]

Our commercial transport OEM shipments and [removed: revenues] [added: sales] generally run ahead of aircraft delivery schedules.

Consistent with prior years, our fiscal [removed: 2025] [added: 2026] shipments were a function of, among other things, the estimated [removed: 2025 and] 2026 [added: and 2027] commercial aircraft production rates for Boeing and Airbus.

Airline demand for new aircraft remains high and the [removed: OEMs are working] [added: OEMs, particularly Boeing and Airbus, continued] to [added: steadily] increase aircraft [removed: production.][added: production in recent quarters.]

Our defense [removed: business fluctuates] [added: sales fluctuate] from year-to-year, and [removed: is] [added: are] dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the [removed: DOD] [added: DOW] procurement policy and the extent of global [removed: conflicts, such as the ongoing geopolitical] conflicts.

For a variety of reasons, the military spending outlook is very uncertain, though recent [removed: DOD] [added: DOW] budgets have trended upwards due to recent geopolitical [removed: challenge] [added: challenges] and conflicts, and current military modernization efforts.

Defense sales [added: increased] in fiscal [removed: 2025 increased] [added: 2026] compared to fiscal [removed: 2024] [added: 2025] primarily due to continued [removed: U.S. Government] [added: growth in] defense [removed: spend outlays.][added: spending in both domestic and international markets.]

| | | | [removed: 2025] [added: 2026] | | | | | | % of Net Sales | | | | | | [removed: 2024] [added: 2025] | | | | | | % of Net Sales | | |

| Net sales | | | $ | [removed: 8,831] [added: 10,557] | | | | | 100.0 | | % | | | | $ | [removed: 7,940] [added: 8,831] | | | | | 100.0 | | % |

| Cost of sales | | | [removed: 3,520] [added: 4,303] | | | | | | [removed: 39.9] [added: 40.8] | | % | | | | [removed: 3,268] [added: 3,520] | | | | | | [removed: 41.2] [added: 39.9] | | % |

| Selling and administrative expenses | | | [removed: 945] [added: 1,191] | | | | | | [removed: 10.7] [added: 11.3] | | % | | | | [removed: 980] [added: 945] | | | | | | [removed: 12.3] [added: 10.7] | | % |

| Amortization of intangible assets | | | [removed: 201] [added: 252] | | | | | | [removed: 2.3] [added: 2.4] | | % | | | | [removed: 161] [added: 201] | | | | | | [removed: 2.0] [added: 2.3] | | % |

| Income from operations | | | [removed: 4,165] [added: 4,811] | | | | | | [removed: 47.2] [added: 45.6] | | % | | | | [removed: 3,531] [added: 4,165] | | | | | | [removed: 44.5] [added: 47.2] | | % |

| Interest expense-net | | | [removed: 1,572] [added: 2,008] | | | | | | [removed: 17.8] [added: 19.0] | | % | | | | [removed: 1,286] [added: 1,572] | | | | | | [removed: 16.2] [added: 17.8] | | % |

| Refinancing costs | | | [removed: 11] [added: 28] | | | | | | [removed: 0.1] [added: 0.3] | | % | | | | [removed: 58] [added: 11] | | | | | | [removed: 0.7] [added: 0.1] | | % |

| Other [removed: income] [added: expense (income)] | | | [removed: (47)] [added: 11] | | | | | | [removed: (0.5)] [added: 0.1] | | % | | | | [removed: (28)] [added: (47)] | | | | | | [removed: (0.4)] [added: (0.5)] | | % |

| Income tax provision | | | [removed: 555] [added: 656] | | | | | | [removed: 6.3] [added: 6.2] | | % | | | | [removed: 500] [added: 555] | | | | | | 6.3 | | % |

| Income from continuing operations | | | [removed: 2,074] [added: 2,108] | | | | | | [removed: 23.5] [added: 20.0] | | % | | | | [removed: 1,715] [added: 2,074] | | | | | | [removed: 21.6] [added: 23.5] | | % |

| Less: Net income attributable to noncontrolling interests | | | [removed: —] [added: (1)] | | | | | | — | | % | | | | [removed: (1)] [added: —] | | | | | | — | | % |

| Net income attributable to TD Group | | | $ | [removed: 2,074] [added: 2,107] | | | | | [removed: 23.5] [added: 20.0] | | % | | | | $ | [removed: 1,714] [added: 2,074] | | | | | [removed: 21.6] [added: 23.5] | | % |

| Net income applicable to TD Group common stockholders | | | $ | [removed: 1,866] [added: 2,048] | | (1) | | | [removed: 21.1] [added: 19.4] | | % | | | | $ | [removed: 1,481] [added: 1,866] | | (1) | | | [removed: 18.7] [added: 21.1] | | % |

| Basic and diluted | | | $ | [removed: 32.08] [added: 35.51] | | (2) | | | | | | | | | $ | [removed: 25.62] [added: 32.08] | | (2) | | | | | |

| Cash dividends declared per common share | | | $ | [removed: 90.00] [added: —] | | | | | | | | | | | $ | [removed: 110.00] [added: 90.00] | | | | | | | |

| Weighted-average shares outstanding—basic and diluted | | | [removed: 58.2] [added: 57.6] | | | | | | | | | | | | [removed: 57.8] [added: 58.2] | | | | | | | | |

| EBITDA | | | $ | [removed: 4,568] [added: 5,217] | | (3) | | | | | | | | | $ | [removed: 3,813] [added: 4,568] | | (3) | | | | | |

| EBITDA As Defined | | | $ | [removed: 4,760] [added: 5,563] | | (3) | | | [removed: 53.9] [added: 52.7] | | % | | | | $ | [removed: 4,173] [added: 4,760] | | (3) | | | [removed: 52.6] [added: 53.9] | | % |

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend equivalents of [removed: $208] [added: $59] million and [removed: $233] [added: $208] million for the fiscal years ended September 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

- Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] were as follows (amounts in millions):

| | | | September 30, [removed: 2025] [added: 2026] | | | | | | September 30, [removed: 2024] [added: 2025] | | | | | | Change | | | | | | | | |

The increase in organic sales of [removed: $615] [added: approximately $1,000] million for the fiscal year ended September 30, [removed: 2025] [added: 2026,] compared [removed: to] [added: with] the fiscal year ended September 30, [removed: 2024 is primarily related] [added: 2025, was due] to increases in defense [added: sales of approximately $400 million (10%), commercial aftermarket sales of approximately $350 million (13%)] and commercial [removed: aftermarket.][added: OEM sales of approximately $250 million (14%).]

- Cost of Sales and Gross Profit. Cost of sales increased by [removed: $252] [added: $783] million or [removed: 7.7%,] [added: 22.2%,] to [removed: $3,520] [added: $4,303] million for the fiscal year ended September 30, [removed: 2025] [added: 2026] compared to [removed: $3,268] [added: $3,520] million for the fiscal year ended September 30, [removed: 2024.][added: 2025.]

Cost of sales and the related percentage of net sales for the fiscal years ended September 30, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] were as follows (amounts in millions):

| | | | September 30, [removed: 2025] [added: 2026] | | | | | | September 30, [removed: 2024] [added: 2025] | | | | | | Change | | | | | | % Change | | |

| % of net sales | | | [removed: 40.0] [added: 40.8] | | % | | | | [removed: 40.8] [added: 39.9] | | % | | | | | | | | | | | | |

| Non-cash stock and deferred compensation expense | | | [removed: 15] [added: 16] | | | | | | [removed: 21] [added: 15] | | | | | | [removed: (6)] [added: 1] | | | | | | [removed: (28.6)] [added: 6.7] | | % |

| % of net sales | | | 0.2 | | % | | | | [removed: 0.3] [added: 0.2] | | % | | | | | | | | | | | | |

Our commercial aftermarket sales are primarily a function of air travel demand.

Sales also benefited from customers completing deferred maintenance work.

We are monitoring the ongoing conflict in the Middle East and the adverse effects on global energy supplies and prices, global supply chains and commercial air travel.

To date, we have not seen a significant change in commercial aftermarket order activity relative to the levels prior to the start of the conflict, as demand remains strong.

We continue to monitor the evolving macroeconomic environment.

However, at this time we do not expect the conflict or its related effects to result in a material adverse effect on our business, financial condition and results of operations.

Commercial OEM sales increased in fiscal 2026 compared to fiscal 2025 primarily due to the aircraft production increases by Boeing and Airbus.

| Organic sales | | | $ | 9,832 | | | | | $ | 8,831 | | | | | $ | 1,001 | | | | | 11.3 | | % |

| Acquisition sales | | | 725 | | | | | | — | | | | | | 725 | | | | | | 8.2 | | % |

| Net sales | | | $ | 10,557 | | | | | $ | 8,831 | | | | | $ | 1,726 | | | | | 19.5 | | % |

| Cost of sales - excluding costs below | | | $ | 4,077 | | | | | $ | 3,336 | | | | | $ | 741 | | | | | 22.2 | | % |

| Depreciation | | | 163 | | | | | | 141 | | | | | | 22 | | | | | | 15.6 | | % |

This was primarily due to the dilutive impact of the fiscal 2026 acquisitions on the gross margin.

| % of net sales | | | 1.3 | | % | | | | 1.6 | | % | | | | | | | | | | | | |

Selling and administrative expenses during the fiscal year ended September 30, 2026 increased as a percentage of net sales.

This was primarily due to the fiscal 2026 acquisitions and additional costs incurred to support the higher net sales growth.

Refer to Note 10, “Debt,” in the notes to the consolidated financial statements included herein for information on our debt.

| Power & Control | | | $ | 5,773 | | | | | 54.7 | | % | | | | $ | 4,559 | | | | | 51.6 | | % | | | | $ | 1,214 | | | | | 26.6 | | % |

| Airframe | | | 4,603 | | | | | | 43.6 | | % | | | | 4,112 | | | | | | 46.6 | | % | | | | 491 | | | | | | 11.9 | | % |

| Power & Control | | | $ | 3,098 | | | | | 53.7 | | % | | | | $ | 2,595 | | | | | 56.9 | | % | | | | $ | 503 | | | | | 19.4 | | % |

| Airframe | | | 2,499 | | | | | | 54.3 | | % | | | | 2,210 | | | | | | 53.7 | | % | | | | 289 | | | | | | 13.1 | | % |

EBITDA As Defined from acquisitions for the Power & Control and Airframe segments contributed approximately $195 million in aggregate to the increase in EBITDA As Defined.

EBITDA As Defined from acquisitions represents EBITDA As Defined from acquired businesses for the period up to one year from the respective acquisition date.

| | | | 2026 | | | | | | 2025 | | |

The net proceeds from the February 13, 2026 new debt issuances were used, along with cash on hand, to fund the purchase price of the acquisition of Jet Parts Engineering (“JPE”) and Victor Sierra Aviation Holdings (“VSA”) and for related transaction fees and expenses.

- On April 17, 2026, the Company issued $1,500 million of new debt, consisting of (1) $500 million in additional 6.125% senior subordinated notes due 2034 at an issue price of 100.375% (the “Additional 6.125% 2034 Notes”), which resulted in a premium of approximately $2 million, and (2) $1,000 million of additional Tranche N term loans (the “Additional Tranche N term loans”) bearing interest at Term SOFR plus 2.50% (collectively, the Additional Tranche N term loans and the Initial Tranche N term loans are referred to herein as the “Tranche N term loans”).

The Additional 6.125% 2034 Notes and the $1,200 million 6.125% 2034 Notes, are together referred to as the “6.125% 2034 Notes,” and the Additional Tranche N term loans and the Initial Tranche N term loans are together referred to as the “Tranche N term loans.”

The net proceeds from the April 17, 2026 new debt were intended to be used, along with cash on hand, to fund the purchase price of the proposed acquisition of Stellant Systems, Inc., common stock repurchases and for general corporate purposes.

Notwithstanding the July 13, 2026 announcement that the Company withdrew from its proposed acquisition of Stellant Systems, Inc., there was no special mandatory redemption of the April 17, 2026 debt issuances and they remain outstanding.

The Company had previously entered into a definitive agreement to acquire all the outstanding stock of Stellant Systems, Inc. on December 30, 2025.

The Company subsequently drew $150 million available under the Securitization Facility in the fourth quarter of fiscal 2026.

As of September 30, 2026, the Company has drawn $875 million and has $125 million of available borrowing capacity under its Securitization Facility.

- On September 14, 2026, the Company announced a cash tender offer for any and all of its outstanding $2,100 million aggregate principal amount of 6.750% Senior Secured Notes due 2028 (the “2028 Secured Notes”).

On September 29, 2026, the Company purchased approximately $1,831 million aggregate principal amount of the 2028 Secured Notes that had been validly tendered before the early tender deadline of September 25, 2026.

Holders received total consideration of $1,008.00 (plus accrued and unpaid interest) per $1,000 principal amount.

The total consideration included an early tender premium of $30.00 per $1,000 principal amount.

The Company paid a premium in excess of par of approximately $15 million, which is expensed as refinancing costs.

Approximately $269 million aggregate principal amount of the 2028 Secured Notes remained outstanding as of September 30, 2026.

Subsequent to September 30, 2026, approximately $2 million aggregate principal amount of the 2028 Secured Notes were validly tendered and repurchased by the Company prior to the expiration of the tender offer on October 13, 2026.

- On September 28, 2026, the Company issued $3,000 million of new debt, consisting of senior secured notes due 2035 at an issue price of 100% that bear interest at 6.750% (the “2035 Secured Notes”).

Our selective acquisition strategy has also been an important contribution to the growth of our business.

In fiscal 2025, demand for air travel remained strong both domestically and internationally.

In recent months, international air traffic growth has been outpacing domestic growth.

Passenger load factors remain strong and have reached record levels in recent months in certain markets.

However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply chain and labor challenges persist, along with geopolitical challenges, though progress continues to be made in the build rates.

Airbus has also encountered difficulties in ramping up production.

For fiscal 2025, the impact across TransDigm's operating units was uneven and varied, resulting in consolidated commercial OEM sales decreasing compared to fiscal 2024.

At various points in 2025, the U.S. Government announced new or higher tariffs on goods imported into the U.S. from numerous countries resulting in multiple countries countering with reciprocal tariffs and other actions in response.

Negotiations between the U.S. and other countries regarding the tariffs are ongoing and their status continues to evolve.

TransDigm is primarily a domestic manufacturer.

Because of this, tariffs did not have a significant impact on our fiscal 2025 operating results and we do not expect the tariffs to have a significant impact on our fiscal 2026 operating results.

However, we continue to monitor the developments on tariffs and other changes in trade policy for its potential impact on the economic environment and on our business and operating results.

| Organic sales | | | $ | 8,510 | | | | | $ | 7,895 | | | | | $ | 615 | | | | | 7.7 | | % |

| Acquisition sales | | | 321 | | | | | | 45 | | | | | | 276 | | | | | | 3.5 | | % |

| Net sales | | | $ | 8,831 | | | | | $ | 7,940 | | | | | $ | 891 | | | | | 11.2 | | % |

| Cost of sales - excluding costs below | | | $ | 3,536 | | | | | $ | 3,241 | | | | | $ | 295 | | | | | 9.1 | | % |

| Inventory step-up amortization | | | 10 | | | | | | 21 | | | | | | (11) | | | | | | (52.4) | | % |

| Loss contract amortization | | | (51) | | | | | | (35) | | | | | | (16) | | | | | | (45.7) | | % |

Foreign exchange rates continue to fluctuate; the loss is primarily attributable to the continued weakening of the U.S. dollar.

Loss contract amortization fluctuates primarily based on the rate of actual to forecasted shipments of the products covered under the onerous contract.

| % of net sales | | | 0.3 | | % | | | | 0.6 | | % | | | | | | | | | | | | |

The decrease in non-cash stock and deferred compensation expense is primarily attributable to the appreciation of the stock price at a higher rate in fiscal 2024 compared to fiscal 2025, as the stock price is a key input used to determine the Black-Scholes fair value for the non-cash stock compensation expense, and lower deferred compensation expense.

| Power & Control | | | $ | 4,559 | | | | | 51.6 | | % | | | | $ | 3,966 | | | | | 49.9 | | % | | | | $ | 593 | | | | | 15.0 | | % |

| Airframe | | | 4,112 | | | | | | 46.6 | | % | | | | 3,809 | | | | | | 48.0 | | % | | | | 303 | | | | | | 8.0 | | % |

| Power & Control | | | $ | 2,595 | | | | | 56.9 | | % | | | | $ | 2,251 | | | | | 56.8 | | % | | | | $ | 344 | | | | | 15.3 | | % |

| Airframe | | | 2,210 | | | | | | 53.7 | | % | | | | 1,962 | | | | | | 51.5 | | % | | | | 248 | | | | | | 12.6 | | % |

| | | | 2025 | | | | | | 2024 | | |

During fiscal 2025, the Company completed approximately $11,000 million in debt financing transactions, inclusive of new issuances and refinancing of existing debt.

- On May 20, 2025, the Company completed the issuance of $2,650 million in 6.375% senior subordinated notes due 2033 (the “6.375% 2033 Notes”), which the net proceeds of approximately $2,615 million, along with existing cash on hand, were used to redeem all of its outstanding $2,650 million in 5.500% senior subordinated notes due 2027 (the “5.500% 2027 Notes”).

The redemption occurred on June 20, 2025.

Prior to the amendment, the Securitization Facility was fully drawn.

As of September 30, 2025, the Securitization Facility was fully drawn as the remaining $75 million available was drawn in the fourth quarter of fiscal 2025.

- On August 19, 2025, the Company completed $5,000 million in new debt issuances.

Original issue discount of 0.25%, or approximately $6 million, was paid to the lenders of the Tranche M term loans.

The proceeds from the August 19, 2025 new debt issuances were used, along with existing cash on hand, to fund a $90.00 special dividend declaration on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans further described below.

- On September 17, 2025, the Company (i) repriced all of its $1,686 million in existing Tranche K term loans to bear interest at Term SOFR plus 2.25% compared to Term SOFR plus 2.75% applicable prior to the transaction; and (ii) amended and extended $1,857 million in existing Tranche I term loans maturing August 24, 2028 and converted such loans into new Tranche K term loans maturing March 22, 2030 (collectively, the “Tranche K term loans” referred to herein are comprised of the existing Tranche K term loans and new Tranche K term loans as described above).

During fiscal 2025, the Company completed approximately $413 million in acquisitions of businesses, net of cash acquired, including the acquisition of Servotronics, Inc. (“Servotronics”) completed on July 1, 2025 via a tender offer for approximately $133 million in cash.

All fiscal 2025 acquisitions were financed using existing cash on hand.

The definitive agreement to acquire Simmonds was previously signed on June 30, 2025.

*Special Dividends*

At September 30, [removed: 2025,] [added: 2026,] we had borrowings under our Term Loans Facility, which consists of [removed: four] [added: five] tranches of term loans of approximately [removed: $11,124] [added: $12,803] million, as well as [removed: $725] [added: $875] million from the Securitization Facility, that are subject to interest rate risk, particularly movements in Term SOFR.

Borrowings under our term loans bear interest, at our option, at a rate equal to either an alternate base rate or an adjusted Term SOFR for a one-, three- or six-month [removed: thereafter] (in each case, subject to the availability [removed: thereof),] [added: thereof)] interest period chosen by us, in each case, plus an applicable margin percentage.

Our Securitization Facility bears interest at a rate of [removed: three-month] Term SOFR plus 1.35%.

The Company's objective is to maintain an allocation of at least 75% fixed rate and [added: no more than] 25% variable rate debt thereby limiting its exposure to changes in near-term interest rates.

Interest rate [removed: swaps, caps] [added: swaps] and collars used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note 18, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.

As of September 30, [removed: 2025,] [added: 2026,] approximately 75% of our gross debt was fixed rate.

The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our Term Loans Facility and Securitization Facility by approximately [removed: $57] [added: $95] million based on the amount of outstanding borrowings at September 30, [removed: 2025.][added: 2026.]

The weighted average interest rate on the [removed: $11,124] [added: $12,803] million of the term loans and the [removed: $725] [added: $875] million drawn on the Securitization Facility at September 30, [removed: 2025] [added: 2026] was approximately [removed: 6.3%.][added: 6.0%.]

A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, [removed: 2025.][added: 2026.]

The information required by this Item is contained on pages [removed: [F-](#i348eacf94acd4c1ca064b10a69770101_127)[1](#i348eacf94acd4c1ca064b10a69770101_127)] [added: [F-](#i89aea05c9c9a447b9c5bffa65cb794fb_142)[1](#i89aea05c9c9a447b9c5bffa65cb794fb_142)] through [removed: [F-](#i348eacf94acd4c1ca064b10a69770101_232)[39](#i348eacf94acd4c1ca064b10a69770101_232)] [added: [F-](#i89aea05c9c9a447b9c5bffa65cb794fb_253)[40](#i89aea05c9c9a447b9c5bffa65cb794fb_1966)] of this Report.

[added: Proprietary Aerospace and Aftermarket.] We estimate that approximately 90% of our net sales [removed: for] [added: in] fiscal year [removed: 2025] [added: 2026] were generated by proprietary products.

Once our parts are designed into and sold on a new aircraft, we generate net sales from aftermarket consumption over the life of that aircraft, which is generally estimated [removed: to be approximately] [added: at] 25 to 30 years.

A typical platform [removed: can be] [added: is] produced for 20 to 30 years, giving us an estimated product life cycle [added: typically] in excess of 50 years.

We estimate that approximately 55% of our net sales in fiscal year [removed: 2025] [added: 2026] were generated from the aftermarket, the vast majority of which [removed: come] [added: came] from the commercial and military aftermarkets.

Historically, [removed: these] aftermarket revenues have produced [removed: a] higher gross [removed: profit] [added: margins] and have been more stable than net sales to original equipment manufacturers (“OEMs”).

[removed: Our] [added: We believe our] business strategy is [removed: made up of two] [added: built on the following] key strengths: (1) [added: a focus on proprietary products with significant aftermarket content, (2)] successful execution of our value-driven operating strategy focused [removed: around] [added: on] our three core value [removed: drivers and (2)] [added: drivers, (3)] a [removed: selective] [added: decentralized organizational structure, (4) a disciplined] acquisition [removed: strategy.][added: strategy, and (5) an efficient capital structure.]

- *Obtaining Profitable New Business.* We [removed: attempt] [added: seek] to obtain profitable new business by using our technical expertise and application skill and our detailed knowledge of our customer base and the individual niche markets in which we operate.

We have regularly [removed: been successful] [added: succeeded] in identifying and developing both aftermarket and OEM products to drive our growth.

[removed: Selective] [added: Disciplined] Acquisition Strategy. We maintain a [removed: selective] [added: disciplined] acquisition [removed: strategy, concentrating] [added: strategy focused] on proprietary commercial aerospace component businesses with significant aftermarket [removed: content] [added: content,] where we see a clear path to [added: create] value [removed: creation through the application of] [added: and earn private equity-like returns by applying] our three core value drivers.

[removed: The integration of acquisitions] [added: Integrating acquired businesses] into our existing [removed: businesses combined with implementing] [added: operations and applying] our [removed: proven] operating strategy has historically [removed: resulted in improvements in] [added: improved] the financial performance of the acquired businesses.

The Company’s businesses are organized and managed in three [removed: reporting] [added: reportable] segments: Power & Control, Airframe and Non-aviation.

Major product offerings include mechanical/electromechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, databus and power controls, advanced sensor products, switches and relay panels, high performance hoists, winches and lifting devices, cargo loading, [removed: handling,] [added: handling and] delivery [removed: systems] [added: systems, brazing alloys] and [added: specialty metal components,] electronic components used in the generation, amplification, transmission and reception of microwave [removed: signals.][added: signals, and single and two-stage servo valves.]

Major product offerings include seat belts and safety restraints for ground transportation applications, mechanical/electromechanical actuators and controls for space applications, hydraulic/electromechanical actuators and fuel valves for land-based gas turbines, and refueling systems for heavy equipment used in mining, construction and other [removed: industries] [added: industries,] and turbine controls for the energy and oil and gas markets.

Our top ten customers for fiscal year [removed: 2025] [added: 2026] accounted for approximately [removed: 40%] [added: 45%] of our net [removed: sales.][added: sales, up from 40% in fiscal 2025.]

None of our customers individually accounted for greater than 10% of our net sales for fiscal year [removed: 2025.][added: 2026.]

Compliance with federal, state, local and foreign environmental laws during fiscal [removed: 2025] [added: 2026] did not have a material impact on our capital expenditures, results of operations or cash flows.

Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse impact on our consolidated financial statements, but we cannot assure that material environmental liabilities [removed: may] [added: will] not arise in the future.

As of September 30, [removed: 2025,] [added: 2026,] we had approximately [removed: 16,500] [added: 19,100] full-time, part-time and temporary employees.

Approximately [removed: 15%] [added: 17%] of our full-time and part-time employees are represented by labor unions.

Collective bargaining agreements between us and these labor unions expire at various dates up to [removed: January] [added: September] 2029.

[removed: Succession planning and the] [added: The] development, attraction and retention of [removed: employees is critical for TransDigm] [added: employees,] and [removed: its] [added: succession planning, are critical to our] operating units [added: and] to [removed: sustain] [added: sustaining] our three core value drivers (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers).

We require our personnel to report [removed: and communicate] risks, [removed: potential] hazards, incidents and near misses so that we can investigate [added: them] and [removed: establish appropriate measures] [added: take preventive measures, and each operating unit reports environmental, health and safety matters] to [removed: prevent future occurrences.][added: our executive team monthly.]

Decentralized Organization. We operate through a decentralized organizational structure built around operating units that are grouped into our three segments: Power & Control, Airframe and Non-aviation.

Our operating units have significant autonomy, and key operating decisions are made locally, closer to the customer, rather than at the corporate level.

Efficient Capital Structure. We believe that our consistently high levels of cash flow from operating activities support a capital structure that uses financial leverage to enhance stockholder returns.

We have historically operated with higher leverage than many of our peers.

We actively manage our debt profile and the timing of our capital deployment in pursuit of attractive returns for our stockholders.

If we have excess cash, we generally prioritize allocating the excess cash in the following manner: (1) investing capital in existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt.

To support these objectives, we maintain development programs such as TransDigm University; recruiting programs such as the Management Development Program, which recruits recent master’s program graduates, and the Junior Military Officer Program, which recruits U.S. military veterans; and tuition reimbursement and local college training partnerships at some operating units.

Our executive team also dedicates substantial time to mentoring rising talent and assessing our pool of future leaders.

We offer competitive compensation and benefits, including base pay, bonus programs, equity awards, retirement savings plans, health and wellness programs and paid time off, and we believe these programs fairly reward our employees.

We emphasize process safety and risk mitigation at our facilities.

Since the inception of our company in 1993, we have acquired 95 businesses and various product lines.

We consider our employees to be our greatest asset.

We have established development programs such as TransDigm University to empower internal career progression support the advancement of our employees.

We also have established recruiting programs to identify and hire new talent such as the Management Development Program (“MDP”), which involved the recruiting of recent masters program graduates at certain colleges and universities, and the Junior Military Officer (“JMO”) Program, which involves the recruiting of U.S. military veterans.

TransDigm’s executive team also mentors rising talent on a more informal basis.

This informal mentorship achieves a number of goals, including accelerating the development of top performers, fosters organizational learning, enhances employee performance and contributes to our retention efforts.

The executive team dedicates substantial time to assessing our pool of future leaders, ensuring that we have the people and skills necessary to continue driving our business forward.

We offer attractive benefits packages that attract, retain, motivate and reward our talent, and we are committed to providing our employees and their families with programs that support their health and overall well-being.

To empower our employees financially, we provide retirement savings plans and opportunities for tax-free savings through flexible spending accounts and health savings accounts.

We believe that our compensation programs, including base pay, bonus structures and equity programs, fairly reward our employees for their hard work.

Additionally, we understand the importance of maintaining a work-life balance, which is why our employees receive paid time off and enjoy designated holidays.

We understand the value in furthering the knowledge and education of our current employee base.

In addition to formal and informal employee development programs within TransDigm and our operating units, employees can expand their careers by accessing tuition reimbursement programs.

Some operating units also partner with local colleges to provide training courses to TransDigm employees.

Access to programs such as these enhance our employees’ value to the Company, our customers and our communities.

We are focused on establishing, maintaining and operating our facilities, with a strong emphasis on process safety and risk mitigation.

Equally, we strive to empower and support our employees in preventing accidents and promoting a healthy work environment.

To underscore our commitment to employee safety and well-being, we require each operating unit to individually report environmental, health and safety matters to our executive team monthly.

We will report such matters that [added: equal or] exceed, or that we reasonably believe may [added: equal or] exceed, $1 million [removed: or more] in monetary sanctions.

While the Company is currently involved in certain legal proceedings, it believes the results of these proceedings will not have a material adverse effect on its financial condition, results of operations, or cash flows.

PART II

For the fiscal year ended September 30, [removed: 2025][added: 2026]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March [removed: 28, 2025,] [added: 27, 2026,] based upon the last sale price of such voting and non-voting common stock on that date, was [removed: $76,426,902,522.][added: $63,280,488,578.]

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was [removed: 56,318,584] [added: 54,589,836] as of October [removed: 31, 2025.][added: 30, 2026.]

Documents incorporated by reference: Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2026] [added: 2027] Annual Meeting of [removed: Shareholders] [added: Stockholders] expected to be held on March [removed: 5, 2026] [added: 11, 2027] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [ITEM [removed: 1](#i348eacf94acd4c1ca064b10a69770101_16)] [added: 1](#i89aea05c9c9a447b9c5bffa65cb794fb_16)] | | | [removed: [BUSINESS](#i348eacf94acd4c1ca064b10a69770101_16)] [added: [BUSINESS](#i89aea05c9c9a447b9c5bffa65cb794fb_16)] | | | [removed: [1](#i348eacf94acd4c1ca064b10a69770101_16)] [added: [1](#i89aea05c9c9a447b9c5bffa65cb794fb_16)] | | |

| [ITEM [removed: 1A](#i348eacf94acd4c1ca064b10a69770101_19)] [added: 1A](#i89aea05c9c9a447b9c5bffa65cb794fb_19)] | | | [RISK [removed: FACTORS](#i348eacf94acd4c1ca064b10a69770101_19)] [added: FACTORS](#i89aea05c9c9a447b9c5bffa65cb794fb_19)] | | | [removed: [6](#i348eacf94acd4c1ca064b10a69770101_19)] [added: [6](#i89aea05c9c9a447b9c5bffa65cb794fb_19)] | | |

| [ITEM [removed: 1B](#i348eacf94acd4c1ca064b10a69770101_22)] [added: 1B](#i89aea05c9c9a447b9c5bffa65cb794fb_22)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#i348eacf94acd4c1ca064b10a69770101_22)] [added: COMMENTS](#i89aea05c9c9a447b9c5bffa65cb794fb_22)] | | | [removed: [14](#i348eacf94acd4c1ca064b10a69770101_22)] [added: [14](#i89aea05c9c9a447b9c5bffa65cb794fb_22)] | | |

| [ITEM [removed: 1C](#i348eacf94acd4c1ca064b10a69770101_25)] [added: 1C](#i89aea05c9c9a447b9c5bffa65cb794fb_25)] | | | [removed: [CYBERSECURITY](#i348eacf94acd4c1ca064b10a69770101_25)] [added: [CYBERSECURITY](#i89aea05c9c9a447b9c5bffa65cb794fb_25)] | | | [removed: [14](#i348eacf94acd4c1ca064b10a69770101_25)] [added: [15](#i89aea05c9c9a447b9c5bffa65cb794fb_25)] | | |

| [ITEM [removed: 2](#i348eacf94acd4c1ca064b10a69770101_28)] [added: 2](#i89aea05c9c9a447b9c5bffa65cb794fb_28)] | | | [removed: [PROPERTIES](#i348eacf94acd4c1ca064b10a69770101_28)] [added: [PROPERTIES](#i89aea05c9c9a447b9c5bffa65cb794fb_28)] | | | [removed: [15](#i348eacf94acd4c1ca064b10a69770101_28)] [added: [15](#i89aea05c9c9a447b9c5bffa65cb794fb_28)] | | |

| [ITEM [removed: 3](#i348eacf94acd4c1ca064b10a69770101_31)] [added: 3](#i89aea05c9c9a447b9c5bffa65cb794fb_34)] | | | [LEGAL [removed: PROCEEDINGS](#i348eacf94acd4c1ca064b10a69770101_31)] [added: PROCEEDINGS](#i89aea05c9c9a447b9c5bffa65cb794fb_34)] | | | [removed: [15](#i348eacf94acd4c1ca064b10a69770101_31)] [added: [16](#i89aea05c9c9a447b9c5bffa65cb794fb_34)] | | |

| [ITEM [removed: 5](#i348eacf94acd4c1ca064b10a69770101_37)] [added: 5](#i89aea05c9c9a447b9c5bffa65cb794fb_40)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i348eacf94acd4c1ca064b10a69770101_37)] [added: SECURITIES](#i89aea05c9c9a447b9c5bffa65cb794fb_40)] | | | [removed: [15](#i348eacf94acd4c1ca064b10a69770101_37)] [added: [16](#i89aea05c9c9a447b9c5bffa65cb794fb_40)] | | |

| [ITEM [removed: 6](#i348eacf94acd4c1ca064b10a69770101_40)] [added: 6](#i89aea05c9c9a447b9c5bffa65cb794fb_43)] | | | [removed: [\[RESERVED\]](#i348eacf94acd4c1ca064b10a69770101_40)] [added: [\[RESERVED\]](#i89aea05c9c9a447b9c5bffa65cb794fb_43)] | | | [removed: [17](#i348eacf94acd4c1ca064b10a69770101_40)] [added: [18](#i89aea05c9c9a447b9c5bffa65cb794fb_43)] | | |

| [ITEM [removed: 7](#i348eacf94acd4c1ca064b10a69770101_43)] [added: 7](#i89aea05c9c9a447b9c5bffa65cb794fb_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i348eacf94acd4c1ca064b10a69770101_43)] [added: OPERATIONS](#i89aea05c9c9a447b9c5bffa65cb794fb_46)] | | | [removed: [18](#i348eacf94acd4c1ca064b10a69770101_43)] [added: [19](#i89aea05c9c9a447b9c5bffa65cb794fb_46)] | | |

| [ITEM [removed: 7A](#i348eacf94acd4c1ca064b10a69770101_73)] [added: 7A](#i89aea05c9c9a447b9c5bffa65cb794fb_88)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i348eacf94acd4c1ca064b10a69770101_73)] [added: RISK](#i89aea05c9c9a447b9c5bffa65cb794fb_88)] | | | [removed: [34](#i348eacf94acd4c1ca064b10a69770101_73)] [added: [36](#i89aea05c9c9a447b9c5bffa65cb794fb_88)] | | |

| [ITEM [removed: 8](#i348eacf94acd4c1ca064b10a69770101_76)] [added: 8](#i89aea05c9c9a447b9c5bffa65cb794fb_91)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i348eacf94acd4c1ca064b10a69770101_76)] [added: DATA](#i89aea05c9c9a447b9c5bffa65cb794fb_91)] | | | [removed: [34](#i348eacf94acd4c1ca064b10a69770101_76)] [added: [36](#i89aea05c9c9a447b9c5bffa65cb794fb_91)] | | |

| [ITEM [removed: 9](#i348eacf94acd4c1ca064b10a69770101_79)] [added: 9](#i89aea05c9c9a447b9c5bffa65cb794fb_94)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i348eacf94acd4c1ca064b10a69770101_79)] [added: DISCLOSURE](#i89aea05c9c9a447b9c5bffa65cb794fb_94)] | | | [removed: [34](#i348eacf94acd4c1ca064b10a69770101_79)] [added: [36](#i89aea05c9c9a447b9c5bffa65cb794fb_94)] | | |

| [ITEM [removed: 9A](#i348eacf94acd4c1ca064b10a69770101_82)] [added: 9A](#i89aea05c9c9a447b9c5bffa65cb794fb_97)] | | | [CONTROLS AND [removed: PROCEDURES](#i348eacf94acd4c1ca064b10a69770101_82)] [added: PROCEDURES](#i89aea05c9c9a447b9c5bffa65cb794fb_97)] | | | [removed: [35](#i348eacf94acd4c1ca064b10a69770101_82)] [added: [37](#i89aea05c9c9a447b9c5bffa65cb794fb_97)] | | |

| [ITEM [removed: 9B](#i348eacf94acd4c1ca064b10a69770101_91)] [added: 9B](#i89aea05c9c9a447b9c5bffa65cb794fb_106)] | | | [OTHER [removed: INFORMATION](#i348eacf94acd4c1ca064b10a69770101_91)] [added: INFORMATION](#i89aea05c9c9a447b9c5bffa65cb794fb_106)] | | | [removed: [37](#i348eacf94acd4c1ca064b10a69770101_91)] [added: [39](#i89aea05c9c9a447b9c5bffa65cb794fb_106)] | | |

| [ITEM [removed: 10](#i348eacf94acd4c1ca064b10a69770101_100)] [added: 10](#i89aea05c9c9a447b9c5bffa65cb794fb_115)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i348eacf94acd4c1ca064b10a69770101_100)] [added: GOVERNANCE](#i89aea05c9c9a447b9c5bffa65cb794fb_115)] | | | [removed: [37](#i348eacf94acd4c1ca064b10a69770101_100)] [added: [39](#i89aea05c9c9a447b9c5bffa65cb794fb_115)] | | |

| [ITEM [removed: 11](#i348eacf94acd4c1ca064b10a69770101_103)] [added: 11](#i89aea05c9c9a447b9c5bffa65cb794fb_118)] | | | [EXECUTIVE [removed: COMPENSATION](#i348eacf94acd4c1ca064b10a69770101_103)] [added: COMPENSATION](#i89aea05c9c9a447b9c5bffa65cb794fb_118)] | | | [removed: [38](#i348eacf94acd4c1ca064b10a69770101_103)] [added: [40](#i89aea05c9c9a447b9c5bffa65cb794fb_118)] | | |

| [ITEM [removed: 12](#i348eacf94acd4c1ca064b10a69770101_106)] [added: 12](#i89aea05c9c9a447b9c5bffa65cb794fb_121)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i348eacf94acd4c1ca064b10a69770101_106)] [added: MATTERS](#i89aea05c9c9a447b9c5bffa65cb794fb_121)] | | | [removed: [38](#i348eacf94acd4c1ca064b10a69770101_106)] [added: [40](#i89aea05c9c9a447b9c5bffa65cb794fb_121)] | | |

| [ITEM [removed: 13](#i348eacf94acd4c1ca064b10a69770101_109)] [added: 13](#i89aea05c9c9a447b9c5bffa65cb794fb_124)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i348eacf94acd4c1ca064b10a69770101_109)] [added: INDEPENDENCE](#i89aea05c9c9a447b9c5bffa65cb794fb_124)] | | | [removed: [38](#i348eacf94acd4c1ca064b10a69770101_109)] [added: [41](#i89aea05c9c9a447b9c5bffa65cb794fb_124)] | | |

| [ITEM [removed: 14](#i348eacf94acd4c1ca064b10a69770101_112)] [added: 14](#i89aea05c9c9a447b9c5bffa65cb794fb_127)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i348eacf94acd4c1ca064b10a69770101_112)] [added: SERVICES](#i89aea05c9c9a447b9c5bffa65cb794fb_127)] | | | [removed: [38](#i348eacf94acd4c1ca064b10a69770101_112)] [added: [41](#i89aea05c9c9a447b9c5bffa65cb794fb_127)] | | |

| [ITEM [removed: 15](#i348eacf94acd4c1ca064b10a69770101_118)] [added: 15](#i89aea05c9c9a447b9c5bffa65cb794fb_133)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i348eacf94acd4c1ca064b10a69770101_118)] [added: SCHEDULES](#i89aea05c9c9a447b9c5bffa65cb794fb_133)] | | | [removed: [39](#i348eacf94acd4c1ca064b10a69770101_118)] [added: [42](#i89aea05c9c9a447b9c5bffa65cb794fb_133)] | | |

*This Annual Report on Form 10-K contains both historical and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and [added: Section] 27A of the Securities Act of 1933, as amended.

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K [removed: include] [added: include,] but are not limited to: the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; supply chain constraints; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; our indebtedness; [added: repurchases of common stock;] current and future geopolitical or other worldwide events, including, without limitation, wars or conflicts and public health crises; cybersecurity threats; risks related to the transition or physical impacts of climate change and other natural disasters or meeting regulatory requirements; our reliance on certain customers; the United States (“U.S.”) defense budget and risks associated with being a government supplier including government audits and investigations; failure to maintain government or industry approvals; risks related to changes in laws and regulations, including increases in compliance costs and potential changes in trade policies and tariffs; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with our international sales and operations; and other factors.

For example, “fiscal year [removed: 2025”] [added: 2026”] or “fiscal [removed: 2025”] [added: 2026”] means the period from October 1, [removed: 2024] [added: 2025] to September 30, [removed: 2025.][added: 2026.]

| [ITEM](#i89aea05c9c9a447b9c5bffa65cb794fb_2026) [4](#i89aea05c9c9a447b9c5bffa65cb794fb_2026) | | | [MINE SAFETY DISCLOSURES](#i89aea05c9c9a447b9c5bffa65cb794fb_2026) | | | [16](#i89aea05c9c9a447b9c5bffa65cb794fb_2026) | | |

| [ITEM 9](#i89aea05c9c9a447b9c5bffa65cb794fb_2032)[C](#i89aea05c9c9a447b9c5bffa65cb794fb_2032) | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i89aea05c9c9a447b9c5bffa65cb794fb_2032) | | | [39](#i89aea05c9c9a447b9c5bffa65cb794fb_2032) | | |

| [ITEM 1](#i89aea05c9c9a447b9c5bffa65cb794fb_2038)[6](#i89aea05c9c9a447b9c5bffa65cb794fb_2038) | | | [FORM 10-K SUMMARY](#i89aea05c9c9a447b9c5bffa65cb794fb_2038) | | | [54](#i89aea05c9c9a447b9c5bffa65cb794fb_2038) | | |

| | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#i348eacf94acd4c1ca064b10a69770101_124) | | | [52](#i348eacf94acd4c1ca064b10a69770101_124) | | |

As adopted by our businesses, which [removed: has] [added: have] been overseen by our corporate executive team, we have a cybersecurity incident response plan that outlines our policies and procedures to identify, respond to, and recover from cybersecurity threats and cybersecurity incidents.

We have third-party forensic and incident response firms on retainer to support as needed.

We maintain cybersecurity insurance to mitigate costs associated with any cybersecurity incidents.

We maintain a relationship with third-party forensic vendor(s) available for incident response and investigation.

Additionally, we maintain cybersecurity insurance.

Most of our manufacturing facilities [removed: are comprised] [added: consist] of manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance and are a combination of leased and owned.

The facilities are situated in [removed: 25] [added: 30] states within the United States and in [removed: 14] [added: 13] other countries.

We maintain approximately 137 manufacturing facilities which are used by the operating units that make up our three reportable segments: Power & Control, Airframe and Non-aviation.

We maintain approximately 120 manufacturing facilities.

Not applicable.

PART II

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on September 30, [removed: 2020,] [added: 2021,] and its relative performance is tracked through September 30, [removed: 2025.][added: 2026.]

[removed: ][added: ]

*$100 invested on [removed: 9/30/2020] [added: 9/30/2021] in stock or index, including reinvestment of dividends.

Copyright [removed: 2025] [added: 2026] Standard & Poor’s, a division of S&P Global.

| | | | [removed: 9/30/2020] [added: 9/30/2021] | | | | | | [removed: 9/30/2021] [added: 9/30/2022] | | | | | | [removed: 9/30/2022] [added: 9/30/2023] | | | | | | [removed: 9/30/2023] [added: 9/30/2024] | | | | | | [removed: 9/30/2024] [added: 9/30/2025] | | | | | | [removed: 9/30/2025] [added: 9/30/2026] | | |

As of October 16, 2026, there were 27 holders of record of our common stock.

We estimate that there were approximately 824,000 beneficial owners of our common stock as of that date, including stockholders whose shares are held in street name by banks and brokers.

| TransDigm Group Inc. | | | 100.00 | | | | | | 86.40 | | | | | | 138.80 | | | | | | 243.53 | | | | | | 253.73 | | | | | | 208.41 | | |

| S&P 500 Index | | | 100.00 | | | | | | 84.53 | | | | | | 102.80 | | | | | | 140.17 | | | | | | 164.84 | | | | | | 190.78 | | |

| S&P Aerospace & Defense Select Industry Index | | | 100.00 | | | | | | 77.43 | | | | | | 95.47 | | | | | | 135.31 | | | | | | 204.38 | | | | | | 201.76 | | |

The following table presents information about repurchases of TransDigm Group Inc. common stock made by the Company during the fourth quarter of fiscal year 2026 (in millions, except shares and average price per share data):

| | | | | | | | | | | | | | | | | | | Total Number of Shares | | | | | | Dollar Value of Shares | | |

| | | | | | | Total Number | | | | | | Average Price | | | | | | Repurchased as Part | | | | | | That May Yet Be | | |

| | | | | | | of Shares | | | | | | Paid | | | | | | of Publicly Announced | | | | | | Purchased Under the | | |

| Period | | | | | | Repurchased | | | | | | Per Share | | | | | | Plans or Programs | | | | | | Plans or Programs (1) | | |

| June 28, 2026 - July 25, 2026 | | | | | | 24,540 | | | | | | $ | 1,196.74 | | | | | 24,540 | | | | | | $ | 3,951 | |

| July 26, 2026 - August 22, 2026 | | | | | | 132,660 | | | | | | 1,242.31 | | | | | | 132,660 | | | | | | 3,787 | | |

| August 23, 2026 - September 30, 2026 | | | | | | 662,856 | | | | | | 1,130.02 | | | | | | 662,856 | | | | | | 3,038 | | |

| Total | | | | | | 820,056 | | | | | | $ | 1,150.18 | | | | | 820,056 | | | | | | | | |

| (1) | | | | | | On January 27, 2022, the Board authorized a stock repurchase program permitting repurchases of up to $2.2 billion of the Company’s outstanding shares (referred to herein as the “existing stock repurchase program”), replacing the $650 million stock repurchase program. In November 2025, the Board increased the authorization under the existing stock repurchase program by $5.0 billion. Repurchases are subject to any restrictions in the Credit Agreement and the indentures governing the Subordinated Notes and Secured Notes. There is no expiration date for the existing stock repurchase program. | | |

As of October 16, 2025, there were 27 stockholders of record of our common stock and approximately 908,000 beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers.

Special Dividends

On August 20, 2025, the Company's Board of Directors authorized and declared a special cash dividend of $90.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.

The total cash payment, funded by a combination of $5,000 million in new senior secured and unsecured debt and existing cash on hand, related to the special dividend and dividend equivalents was approximately $5,232 million in September 2025.

Any future declaration of special cash dividends on our common stock will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions under the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”) and indentures governing the Notes, the availability of surplus under Delaware law and other factors deemed relevant by our Board of Directors.

TD Group is a holding company and conducts all of its operations through direct and indirect subsidiaries.

Unless TD Group receives dividends, distributions, advances, transfers of funds or other payments from our subsidiaries, TD Group will be unable to pay any dividends on our common stock in the future.

The ability of any subsidiaries to take any of the foregoing actions is limited by the terms of our term loans and indentures and may be limited by future debt or other agreements that we may enter into.

| TransDigm Group Inc. | | | 100.00 | | | | | | 131.46 | | | | | | 113.58 | | | | | | 182.46 | | | | | | 320.14 | | | | | | 333.54 | | |

| S&P 500 Index | | | 100.00 | | | | | | 130.01 | | | | | | 109.89 | | | | | | 133.65 | | | | | | 182.23 | | | | | | 214.30 | | |

| S&P Aerospace & Defense Select Industry Index | | | 100.00 | | | | | | 138.28 | | | | | | 107.07 | | | | | | 132.01 | | | | | | 187.10 | | | | | | 282.62 | | |

No purchases of equity securities were made during the fourth quarter of fiscal 2025.

Refer to Note 14, “Stock Repurchase Program,” in the notes to the consolidated financial statements for information on the Company’s stock repurchase program.

As of September 30, [removed: 2025,] [added: 2026,] TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”) in Internal Control-Integrated Framework, TransDigm’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2025.][added: 2026.]

Based on our assessment, management concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2025.][added: 2026.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2025] [added: 2026] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere in this Annual Report on Form 10-K and is incorporated herein by reference.

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of fiscal [removed: 2025] [added: 2026] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited TransDigm Group Incorporated’s internal control over financial reporting as of September 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).

In our opinion, TransDigm Group Incorporated (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2025,] [added: 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three fiscal years in the period ended September 30, [removed: 2025,] [added: 2026,] and the related notes and [removed: financial statement schedule listed in the Index at Item 15(a) and] our report dated November [removed: 12, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

During fiscal 2026, the Company completed the acquisitions of Simmonds, JPE and VSA and Prince & Izant.

The Company is currently integrating the acquisitions into its operations, compliance programs and internal control processes.

As permitted by SEC rules and regulations, the Company has excluded these acquisitions from management's evaluation of internal controls over financial reporting as of September 30, 2026.

These acquisitions constituted approximately 16.8% of the Company’s total assets (inclusive of acquired intangible assets and goodwill) as of September 30, 2026, and approximately 5.8% and 2.8% of the Company’s net sales and income from continuing operations before income taxes, respectively, for the fiscal year ended September 30, 2026.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Simmonds Precision Products, Inc. (“Simmonds”), Jet Parts Engineering (“JPE”), Victor Sierra Aviation Holdings (“VSA”) or Prince & Izant (“P&I”), which are included in the 2026 consolidated financial statements of the Company and constituted 16.8% of total assets as of September 30, 2026 and 5.8% and 2.8% of net sales and income from continuing operations before income taxes, respectively, for the fiscal year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Simmonds, JPE, VSA or P&I.

November 10, 2026

November 12, 2025

On September 14, 2026, W.

Nicholas Howley, Chairman of the Company’s Board of Directors, terminated a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) that was adopted on February 18, 2026 and was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The arrangement provided for the sale of up to 192,544 shares of the Company’s common stock and was scheduled to expire on August 31, 2027.

On August 12, 2025, Joel Reiss, the Company’s Co-Chief Operating Officer, entered into a new “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) for the sale of 65,600 shares of common stock issuable upon the exercise of vested options intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which Rule 10b5-1 trading arrangement is scheduled to begin on November 17, 2025 and terminate no later than October 30, 2026.

PART III

Not applicable.

PART III

The following table sets forth certain information concerning TD Group’s executive [removed: officers as of October 2025:][added: officers:]

| Michael Lisman | | | | | | [removed: 43] [added: 44] | | | | | | President and Chief Executive Officer | | |

| Patrick Murphy | | | | | | [removed: 53] [added: 54] | | | | | | Co-Chief Operating Officer | | |

| Joel Reiss | | | | | | [removed: 55] [added: 56] | | | | | | Co-Chief Operating Officer | | |

| Sarah Wynne | | | | | | [removed: 51] [added: 52] | | | | | | Chief Financial Officer | | |

| Armani Vadiee | | | | | | [removed: 45] [added: 46] | | | | | | General Counsel, Chief Compliance Officer and Secretary | | |

Before joining TransDigm, Mr. Vadiee was a partner at a Washington [removed: D.C. based] [added: D.C.-based] law firm where he served as outside counsel to TransDigm for over ten years, developing a deep understanding of the Company’s operations and regulatory environment.

We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers, and employees and a Code of Ethics for Senior Financial Officers which includes additional ethical obligations for our senior financial management (which includes our president and chief executive officer, [removed: co-chief] [added: chief] operating [removed: officers,] [added: officer(s),] chief financial officer, corporate controller, treasurer, vice president of finance, director of audit, group controllers, general counsel, operating unit presidents and operating unit vice presidents of finance).

Our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers [removed: is] [added: are] available on our website at *www.transdigm.com*.

The procedure by which stockholders may recommend nominees to our Board of Directors will be set forth under the caption [removed: “Shareholder] [added: “Stockholder] Proposals for the [removed: 2026] [added: 2027] Annual Meeting” in our Proxy Statement, which is incorporated herein by reference.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, and by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to us.

A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to this Annual Report on Form 10-K.

The remaining information required by this Item, including information required by Item 405 of Regulation S-K, to the extent applicable, will be set forth in our Proxy Statement and is incorporated herein by reference.

(1)Includes information related to the [removed: 2006 stock incentive plan, the] 2014 stock option plan and the 2019 stock option plan.

(2)This amount represents [removed: 1,450, 3,230,926] [added: 2,662,535] and [removed: 759,608] [added: 1,241,224] shares subject to outstanding stock options under our [removed: 2006 stock incentive plan,] 2014 stock option plan and 2019 stock option plan, respectively.

No further grants may be made under our [removed: 2006 stock incentive plan and] 2014 stock option plan, although outstanding stock options continue in force in accordance with their terms.

The total number [added: of] shares of TD Group common stock reserved for issuance or delivery under the 2019 stock option plan is 4,000,000, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event.

| Equity compensation plans approved by security holders (1) | | | | | | 3,903,759 | | | (2) | | | $ | 715.83 | | | | | 2,708,865 | | | (3) | | |

| Equity compensation plans approved by security holders (1) | | | | | | 3,991,984 | | | (2) | | | $ | 588.74 | | | | | 3,210,451 | | | (3) | | |

15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents Filed with Report

(a) (1) Financial Statements

| | | | Page | | |

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | F-[1](#i348eacf94acd4c1ca064b10a69770101_127) | | |

| Consolidated Balance Sheets as of September 30, 2025 and 2024 | | | F-[3](#i348eacf94acd4c1ca064b10a69770101_130) | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, 2025, 2024 and 2023 | | | F-[4](#i348eacf94acd4c1ca064b10a69770101_136) | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, 2025, 2024 and 2023 | | | F-[5](#i348eacf94acd4c1ca064b10a69770101_139) | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, 2025, 2024 and 2023 | | | F-[6](#i348eacf94acd4c1ca064b10a69770101_142) | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2025, 2024 and 2023 | | | F-[7](#i348eacf94acd4c1ca064b10a69770101_145) | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2025, 2024 and 2023 | | | [F-](#i348eacf94acd4c1ca064b10a69770101_148)[8](#i348eacf94acd4c1ca064b10a69770101_148) to [F-](#i348eacf94acd4c1ca064b10a69770101_226)[38](#i348eacf94acd4c1ca064b10a69770101_226) | | |

| (a) (2) Financial Statement Schedules | | | | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, 2025, 2024 and 2023 | | | [F-](#i348eacf94acd4c1ca064b10a69770101_232)[39](#i348eacf94acd4c1ca064b10a69770101_232) | | |

(a) (3) Exhibits

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm) | | | | | | Second Amended and Restated Certificate of Incorporation, filed April 28, 2014, of TransDigm Group Incorporated | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 28, 2014 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm) | | | | | | Third Amended and Restated Bylaws of TransDigm Group Incorporated | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 30, 2018 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000104746906003232/a2168356zex-4_1.htm) | | | | | | Form of Stock Certificate | | | | | | [Incorporated by reference to Amendment No. 3 to TransDigm Group Incorporated’s Form S-1 filed March 13, 2006 (File No. 333-130483)](https://www.sec.gov/Archives/edgar/data/1260221/000104746906003232/a2168356zex-4_1.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | | | | | Indenture, dated as of January 20, 2021, 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 4.625% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 20, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | | | | | Indenture, dated as of April 21, 2021, 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 4.875% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 21, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | | | | | Indenture, dated as of February 24, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.750% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed February 24, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm)[5](https://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm) | | | | | | First Supplemental Indenture, dated as of March 9, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.750% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed March 9, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | | | | | Indenture, dated as of August 18, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.875% Senior Secured Notes due 2030 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed August 18, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)[7](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | | | | | Indenture, dated as of November 28, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 7.125% Senior Secured Notes due 2031 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed November 28, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | |

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm) | | | | | | Indenture, dated as of February 27, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.375% Senior Secured Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 28, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm)[9](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm) | | | | | | Indenture, dated as of February 27, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.625% Senior Secured Notes due 2032 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 28, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm)[0](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm) | | | | | | First Supplemental Indenture, dated as of March 22, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, to the Indenture, dated as of February 27, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s additional 6.375% Senior Secured Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed March 22, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | | | | | Indenture, dated as of September 19, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.000% Senior Secured Notes due 2033 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed September 20, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm) | | | | | | Indenture, dated as of May 20, 2025, 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 6.375% Senior Subordinated Notes due 2033 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed May 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm) | | | | | | Indenture, dated as of August 19, 2025, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.250% Senior Secured Notes due 2034 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed August 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm) | | | | | | Indenture, dated as of August 19, 2025, 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 6.750% Senior Subordinated Notes due 2034 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed August 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm)[5](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm) | | | | | | Form of Supplemental Indenture to Add New Guarantors | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 19, 2019 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm) | | |

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | | | | | Form of TransDigm Inc.’s 4.625% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 20, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm)[7](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | | | | | Form of TransDigm Inc.’s 4.875% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 21, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | | | | | Form of TransDigm Inc.’s 6.750% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed February 24, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm)[19](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | | | | | Form of TransDigm Inc.’s 6.875% Senior Secured Notes due 2030 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed August 18, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)[0](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | | | | | Form of TransDigm Inc.’s 7.125% Senior Secured Notes due 2031 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed November 28, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | |

(a) Documents Filed with Report

(a) (1) Financial Statements

| | | | Page | | |

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | F-[1](#i89aea05c9c9a447b9c5bffa65cb794fb_142) | | |

| Consolidated Balance Sheets as of September 30, 2026 and 2025 | | | F-[3](#i89aea05c9c9a447b9c5bffa65cb794fb_145) | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, 2026, 2025 and 2024 | | | F-[4](#i89aea05c9c9a447b9c5bffa65cb794fb_151) | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, 2026, 2025 and 2024 | | | F-[5](#i89aea05c9c9a447b9c5bffa65cb794fb_154) | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, 2026, 2025 and 2024 | | | F-[6](#i89aea05c9c9a447b9c5bffa65cb794fb_157) | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2026, 2025 and 2024 | | | F-[7](#i89aea05c9c9a447b9c5bffa65cb794fb_160) | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2026, 2025 and 2024 | | | [F-](#i89aea05c9c9a447b9c5bffa65cb794fb_163)[8](#i89aea05c9c9a447b9c5bffa65cb794fb_163) to [F-](#i89aea05c9c9a447b9c5bffa65cb794fb_238)[40](#i89aea05c9c9a447b9c5bffa65cb794fb_238) | | |

(a) (2) Financial Statement Schedules

Financial statement schedules have been omitted because they are not applicable, not required, or the required information is included in the consolidated financial statements or notes thereto.

(a) (3) Exhibits

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm) | | | | | | Second Amended and Restated Certificate of Incorporation, filed April 28, 2014, of TransDigm Group Incorporated | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 28, 2014 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm) | | | | | | Third Amended and Restated Bylaws of TransDigm Group Incorporated | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 30, 2018 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000104746906003232/a2168356zex-4_1.htm) | | | | | | Form of Stock Certificate | | | | | | [Incorporated by reference to Amendment No. 3 to TransDigm Group Incorporated’s Form S-1 filed March 13, 2006 (File No. 333-130483)](https://www.sec.gov/Archives/edgar/data/1260221/000104746906003232/a2168356zex-4_1.htm) | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | | | | | Indenture, dated as of January 20, 2021, 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 4.625% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 20, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | |

| [4.3](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | | | | | Indenture, dated as of April 21, 2021, 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 4.875% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 21, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | |

| [4.4](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | | | | | Indenture, dated as of February 24, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.750% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed February 24, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | |

| [4.5](https://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm) | | | | | | First Supplemental Indenture, dated as of March 9, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.750% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed March 9, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm) | | |

| [4.6](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | | | | | Indenture, dated as of August 18, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.875% Senior Secured Notes due 2030 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed August 18, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | |

| [4.7](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | | | | | Indenture, dated as of November 28, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 7.125% Senior Secured Notes due 2031 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed November 28, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | |

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [4.8](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm) | | | | | | Indenture, dated as of February 27, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.375% Senior Secured Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 28, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm) | | |

| [4.9](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm) | | | | | | Indenture, dated as of February 27, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.625% Senior Secured Notes due 2032 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 28, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm) | | |

| [4.10](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm) | | | | | | First Supplemental Indenture, dated as of March 22, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, to the Indenture, dated as of February 27, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s additional 6.375% Senior Secured Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed March 22, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm) | | |

| [4.11](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | | | | | Indenture, dated as of September 19, 2024, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.000% Senior Secured Notes due 2033 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed September 20, 2024 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | |

| [4.12](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm) | | | | | | Indenture, dated as of May 20, 2025, 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 6.375% Senior Subordinated Notes due 2033 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed May 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm) | | |

| [4.13](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm) | | | | | | Indenture, dated as of August 19, 2025, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.250% Senior Secured Notes due 2034 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed August 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm) | | |

| [4.14](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm) | | | | | | Indenture, dated as of August 19, 2025, 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 6.750% Senior Subordinated Notes due 2034 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed August 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm) | | |

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [4.15](https://www.sec.gov/Archives/edgar/data/1260221/000119312526051416/d83933dex41.htm) | | | | | | 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 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 13, 2026 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312526051416/d83933dex41.htm) | | |

| [4.16](https://www.sec.gov/Archives/edgar/data/1260221/000119312526161564/d108525dex43.htm) | | | | | | First Supplemental Indenture, dated as of April 17, 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 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 17, 2026 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312526161564/d108525dex43.htm) | | |

| [4.17](https://www.sec.gov/Archives/edgar/data/1260221/000119312526406037/d317756dex41.htm) | | | | | | Indenture, dated as of September 28, 2026, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.75% Senior Secured Notes due 2035 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed September 28, 2026 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312526406037/d317756dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm) | | | | | | Form of Supplemental Indenture to Add New Guarantors | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 19, 2019 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | | | | | Form of TransDigm Inc.’s 4.625% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 20, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm)[20](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | | | | | Form of TransDigm Inc.’s 4.875% Senior Subordinated Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 21, 2021 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm)[21](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | | | | | Form of TransDigm Inc.’s 6.750% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed February 24, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm)[22](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | | | | | Form of TransDigm Inc.’s 6.875% Senior Secured Notes due 2030 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed August 18, 2023 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm) | | |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on November 10, 2026.

| TRANSDIGM GROUP INCORPORATED | | | | | |

| By: | | | /s/ Sarah Wynne | | |

| Name: | | | Sarah Wynne | | |

| Title: | | | Chief Financial Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the dates indicated.

| Signature | | | | | | Title | | | | | | Date | | |

| /s/ Michael Lisman | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | November 10, 2026 | | |

| Michael Lisman | | | | | | | | | | | | | | |

| /s/ Sarah Wynne | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | November 10, 2026 | | |

| Sarah Wynne | | | | | | | | | | | | | | |

| /s/ W. Nicholas Howley | | | | | | Chairman | | | | | | November 10, 2026 | | |

| W. Nicholas Howley | | | | | | | | | | | | | | |

| /s/ David A. Barr | | | | | | Director | | | | | | November 10, 2026 | | |

| David A. Barr | | | | | | | | | | | | | | |

| /s/ Jane M. Cronin | | | | | | Director | | | | | | November 10, 2026 | | |

| Jane M. Cronin | | | | | | | | | | | | | | |

| /s/ Michael Graff | | | | | | Director | | | | | | November 10, 2026 | | |

| Michael Graff | | | | | | | | | | | | | | |

| /s/ Sean P. Hennessy | | | | | | Director | | | | | | November 10, 2026 | | |

| Sean P. Hennessy | | | | | | | | | | | | | | |

| /s/ Irina I. Krasik | | | | | | Director | | | | | | November 10, 2026 | | |

| Irina I. Krasik | | | | | | | | | | | | | | |

| /s/ Gary E. McCullough | | | | | | Director | | | | | | November 10, 2026 | | |

| Gary E. McCullough | | | | | | | | | | | | | | |

| /s/ Pete Palmer | | | | | | Director | | | | | | November 10, 2026 | | |

| Pete Palmer | | | | | | | | | | | | | | |

| /s/ Michele L. Santana | | | | | | Director | | | | | | November 10, 2026 | | |

| Michele L. Santana | | | | | | | | | | | | | | |

| /s/ Robert J. Small | | | | | | Lead Independent Director | | | | | | November 10, 2026 | | |

| Robert J. Small | | | | | | | | | | | | | | |

TRANSDIGM GROUP INCORPORATED AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K:

FISCAL YEAR ENDED SEPTEMBER 30, 2026

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#i348eacf94acd4c1ca064b10a69770101_127)] [added: F-[1](#i89aea05c9c9a447b9c5bffa65cb794fb_142)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] | | | [removed: F-[3](#i348eacf94acd4c1ca064b10a69770101_130)] [added: F-[3](#i89aea05c9c9a447b9c5bffa65cb794fb_145)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[4](#i348eacf94acd4c1ca064b10a69770101_136)] [added: F-[4](#i89aea05c9c9a447b9c5bffa65cb794fb_151)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[5](#i348eacf94acd4c1ca064b10a69770101_139)] [added: F-[5](#i89aea05c9c9a447b9c5bffa65cb794fb_154)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[6](#i348eacf94acd4c1ca064b10a69770101_142)] [added: F-[6](#i89aea05c9c9a447b9c5bffa65cb794fb_157)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[7](#i348eacf94acd4c1ca064b10a69770101_145)] [added: F-[7](#i89aea05c9c9a447b9c5bffa65cb794fb_160)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] | | | [removed: [F-](#i348eacf94acd4c1ca064b10a69770101_148)[8](#i348eacf94acd4c1ca064b10a69770101_148)] [added: [F-](#i89aea05c9c9a447b9c5bffa65cb794fb_163)[8](#i89aea05c9c9a447b9c5bffa65cb794fb_163)] to [removed: [F-](#i348eacf94acd4c1ca064b10a69770101_226)[38](#i348eacf94acd4c1ca064b10a69770101_226)] [added: [F-](#i89aea05c9c9a447b9c5bffa65cb794fb_238)[40](#i89aea05c9c9a447b9c5bffa65cb794fb_238)] | | |

[removed: | Valuation and Qualifying Accounts for the Fiscal Years Ended September] [added: FISCAL YEARS ENDED SEPTEMBER] 30, [removed: 2025, 2024 and 2023 | | | [F-](#i348eacf94acd4c1ca064b10a69770101_232)[39](#i348eacf94acd4c1ca064b10a69770101_232) | | |][added: 2026, 2025 AND 2024]

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the “Company”) as of September 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three fiscal years in the period ended September 30, [removed: 2025,] [added: 2026,] and the related notes [removed: and financial statement schedule listed in the Index at Item 15(a)] (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November [removed: 12, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As disclosed in Note 8, the Company had goodwill of [removed: $10,612] [added: $12,946] million at September 30, [removed: 2025.] [added: 2026.] As discussed in Note 1 to the consolidated financial statements, goodwill is tested for impairment annually as of the first day of the fourth fiscal quarter, or more frequently, if an event occurs or circumstances change that would more likely than not reduce fair value below carrying value. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines the qualitative assessment is not sufficient to conclude on whether it is more likely than not that the fair value is less than the carrying value, a quantitative impairment test is performed. The Company may also elect to bypass the qualitative assessment and perform a quantitative test for any or all reporting units. As part of the quantitative assessment, the Company determines the fair value of the reporting units using a discounted cash flow valuation model. Auditing management’s quantitative impairment assessment was complex and judgmental for certain of the reporting units due to the significant estimation required to determine fair value. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the discount rate, revenue growth rates and EBITDA margins, which are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment process, including controls over management’s review of the valuation model and the significant assumptions underlying the fair value determination, as described above. To test the fair values of the Company’s reporting units, our audit procedures included, among others, assessing the use of the discounted cash flow valuation model and testing the significant assumptions discussed above and underlying data used by the Company in its analyses for certain of the reporting units evaluated using the quantitative assessment. We utilized internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of the discount rate selected by management in the determination of the fair values of certain of the reporting units. We compared the revenue growth rates and EBITDA margins used by management to current industry [removed: and economic] trends, recent historical performance, or other relevant factors. We performed sensitivity analyses of significant assumptions described above to evaluate the changes in fair values that would result from changes in the assumptions. | | |

AS OF SEPTEMBER 30, [removed: 2025] [added: 2026] AND [removed: 2024][added: 2025]

| | | | [added: 2026 | | | | | |] 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 2,808] [added: 2,279] | | | | | $ | [removed: 6,261] [added: 2,808] | |

| Trade accounts receivable—Net | | | [removed: 1,617] [added: 2,054] | | | | | | [removed: 1,381] [added: 1,617] | | |

| Inventories—Net | | | [removed: 2,095] [added: 2,713] | | | | | | [removed: 1,876] [added: 2,095] | | |

| Prepaid expenses and other | | | [removed: 492] [added: 606] | | | | | | [removed: 511] [added: 492] | | |

| Total current assets | | | [removed: 7,012] [added: 7,652] | | | | | | [removed: 10,029] [added: 7,012] | | |

| PROPERTY, PLANT AND EQUIPMENT—NET | | | [removed: 1,579] [added: 1,832] | | | | | | [removed: 1,488] [added: 1,579] | | |

| GOODWILL | | | [removed: 10,612] [added: 12,946] | | | | | | [removed: 10,419] [added: 10,612] | | |

| OTHER INTANGIBLE ASSETS—NET | | | [removed: 3,454] [added: 5,152] | | | | | | [removed: 3,446] [added: 3,454] | | |

| OTHER NON-CURRENT ASSETS | | | [removed: 252] [added: 432] | | | | | | [removed: 204] [added: 252] | | |

| TOTAL ASSETS | | | $ | [removed: 22,909] [added: 28,014] | | | | | $ | [removed: 25,586] [added: 22,909] | |

| [removed: LIABILITIES] [added: LIABILITIES, REDEEMABLE NCI] AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | |

| Current portion of long-term debt | | | $ | [removed: 124] [added: 147] | | | | | $ | [removed: 98] [added: 124] | |

| Short-term borrowings—trade receivable securitization facility | | | [removed: 724] [added: 873] | | | | | | [removed: 486] [added: 724] | | |

| Accounts payable | | | [removed: 368] [added: 518] | | | | | | [removed: 323] [added: 368] | | |

| Accrued and other current liabilities | | | [removed: 966] [added: 1,100] | | | | | | [removed: 1,216] [added: 966] | | |

| Total current liabilities | | | [removed: 2,182] [added: 2,638] | | | | | | [removed: 6,339] [added: 2,182] | | |

| LONG-TERM DEBT | | | [removed: 29,167] [added: 33,743] | | | | | | [removed: 24,296] [added: 29,167] | | |

| DEFERRED INCOME TAXES | | | [removed: 759] [added: 1,023] | | | | | | [removed: 766] [added: 759] | | |

| OTHER NON-CURRENT LIABILITIES | | | [removed: 480] [added: 517] | | | | | | [removed: 468] [added: 480] | | |

| Total liabilities | | | [removed: 32,588] [added: 37,921] | | | | | | [removed: 31,869] [added: 32,588] | | |

| Common stock - $.01 par value; authorized 224,400,000 shares; issued [removed: 62,465,317] [added: 62,984,285] and [removed: 61,904,833] [added: 62,465,317] at September 30, [removed: 2025] [added: 2026] and September 30, [removed: 2024,] [added: 2025,] respectively | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 3,135] [added: 3,471] | | | | | | [removed: 2,819] [added: 3,135] | | |

| Accumulated deficit | | | [removed: (10,606)] [added: (8,529)] | | | | | | [removed: (7,362)] [added: (10,606)] | | |

| Accumulated other comprehensive [removed: loss] [added: income (loss)] | | | [removed: (10)] [added: 34] | | | | | | [removed: (42)] [added: (10)] | | |

| Treasury stock, at cost; [removed: 6,089,675] [added: 8,406,114] and [removed: 5,688,639] [added: 6,089,675] shares at September 30, [removed: 2025] [added: 2026] and September 30, [removed: 2024,] [added: 2025,] respectively | | | [removed: (2,206)] [added: (4,977)] | | | | | | [removed: (1,706)] [added: (2,206)] | | |

FINANCIAL STATEMENTS INDEX

| | | | 2026 | | | | | | 2025 | | |

| REDEEMABLE NONCONTROLLING INTERESTS (“NCI”) | | | 85 | | | | | | — | | |

| Total comprehensive income | | | 2,152 | | | | | | 2,106 | | | | | | 1,771 | | |

| Excise tax on stock repurchases | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Noncontrolling interests recognized related to acquisitions | | | 90 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Acquisitions of noncontrolling interests | | | (6) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Stock repurchases under repurchase program | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,316,439) | | | | | | (2,750) | | | | | | — | | | | | | (2,750) | | |

| Excise tax on stock repurchases | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21) | | | | | | — | | | | | | (21) | | |

| BALANCE—September 30, 2026 | | | $ | 85 | | | | | | | | 62,984,285 | | | | | | $ | 1 | | | | | $ | 3,471 | | | | | $ | (8,529) | | | | | $ | 34 | | | | | (8,406,114) | | | | | | $ | (4,977) | | | | | $ | 8 | | | | | $ | (9,992) | |

| Inventories | | | (272) | | | | | | (146) | | | | | | (83) | | |

The provision for potentially obsolete or slow-moving inventory at September 30, 2026 and 2025 was $357 million and $270 million, respectively.

The collar agreements establish a floor and a cap on Term SOFR for a portion of the Company’s floating rate debt.

Together, these agreements reduce the impact of interest rate movements on future interest expense.

The interest rate swap and collar agreements are designated and qualify as cash flow hedges.

Unvested stock options are not participating securities because their dividend equivalent rights are forfeitable.

Contingently issuable shares are included in basic earnings per share when all necessary conditions have been satisfied, and in diluted earnings per share if the conditions would have been satisfied had the end of the reporting period been the end of the contingency period.

Antidilutive securities are excluded from the calculation.

Redeemable Noncontrolling Interests – As detailed in Note 20, “Redeemable Noncontrolling Interests,” the noncontrolling interest holders of certain subsidiaries hold put options that allow them to sell up to 100% of their remaining interest to the Company.

The Company holds call options that allow it to acquire up to 100% of their remaining interest.

The cash consideration to be paid for the equity interests (redemption value) is primarily based on a formula using certain adjusted EBITDA metrics and a specified multiple.

Redeemable noncontrolling interests are initially recorded at their acquisition-date fair value.

The fair value of the redeemable noncontrolling interests is determined using a Monte Carlo simulation and includes the put and call options available under the purchase agreement.

Because redemption is outside the Company’s control, they are presented as temporary equity, between liabilities and stockholders’ deficit, on the consolidated balance sheets.

After initial measurement, redeemable noncontrolling interests that are currently redeemable or probable of becoming redeemable are carried at the greater of (i) the redemption value or (ii) the carrying amount, which is the initial amount adjusted for the noncontrolling interest holders’ share of subsidiary earnings reduced by dividends paid to them.

Refer to Note 12, “Income Taxes,” for the required disclosures.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” ASU 2025-09 provides amendments intended to better align hedge accounting and financial reporting with an entity’s risk management strategies, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 provides clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270.

ASU 2025-11 also provides additional guidance for reporting material events occurring after the most recent annual period.

The standard is effective for interim periods within annual periods beginning after December 15, 2027 (fiscal 2029) on a prospective basis, with early adoption permitted.

The Company is currently evaluating this standard to determine its impact on our disclosures.

Prince & Izant – On September 28, 2026, the Company completed the acquisition of 99% of the outstanding stock of Prince & Izant (“P&I”) for approximately $1,058 million in cash, net of cash acquired.

The definitive agreement to acquire P&I was entered into on July 27, 2026.

The remaining 1% of P&I equity interests continue to be owned by a member of P&I’s management team.

Refer to Note 20, “Redeemable Noncontrolling Interests,” for further information.

P&I, headquartered in Cleveland, Ohio, is a leading global designer and manufacturer of highly engineered brazing alloys and specialty metal components used across a range of advanced performance and high cost-of-failure applications.

P&I primarily supports the aerospace and defense, aeroderivative turbine, and transportation end markets.

Within aerospace and defense, select applications include aircraft engine fuel nozzles and rocket engines.

Additionally, but to a lesser degree, P&I also serves the medical and general industrial end markets.

P&I derives the majority of its revenue from the aftermarket and supports a large installed base globally.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

| Supplementary Data: | | | | | |

November 12, 2025

TRANSDIGM GROUP INCORPORATED

| Dividends payable | | | — | | | | | | 4,216 | | |

(Amounts in millions)

| BALANCE—September 30, 2022 | | | 60,049,685 | | | | | | $ | 1 | | | | | $ | 2,113 | | | | | $ | (3,914) | | | | | $ | (267) | | | | | (5,688,639) | | | | | | $ | (1,706) | | | | | $ | 7 | | | | | $ | (3,766) | |

| Amortization of inventory step-up | | | 10 | | | | | | 21 | | | | | | 2 | | |

| Amortization of loss contract reserves | | | (51) | | | | | | (35) | | | | | | (34) | | |

| Gain on settlement of the Esterline Retirement Plan (the “ERP”) | | | — | | | | | | — | | | | | | (9) | | |

| Cash refund for the ERP settlement, net | | | — | | | | | | — | | | | | | 9 | | |

| Inventories | | | (156) | | | | | | (104) | | | | | | (261) | | |

The agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating rate debt to a fixed rate basis from the effective date through the maturity date of the respective interest rate swap, cap and collar agreements, thereby reducing the impact of interest rate movements on future interest expense.

These derivative instruments qualify as effective cash flow hedges under U.S. GAAP.

Goodwill is the excess of the purchase price paid over the estimated fair value of the net assets of a business acquired.

Goodwill and intangible assets that have indefinite useful lives (i.e., trademarks and trade names) are subject to annual impairment testing or when indicators are present.

Contingently issuable shares are not included in earnings per share until the period in which the contingency is satisfied.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses.

Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis.

Early adoption is permitted.

On October 6, 2025, the acquisition was completed.

Raptor Scientific – On July 31, 2024, the Company acquired all the outstanding stock of Raptor Scientific for approximately $646 million in cash.

Raptor Scientific is a leading global manufacturer of complex test and measurement solutions primarily serving the aerospace and defense end markets.

Its products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms.

CPI's Electron Device Business – On June 6, 2024, the Company acquired all the outstanding stock of the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”) for approximately $1,386 million in cash.

CPI’s Electron Device Business is a leading global manufacturer of electronic components and subsystems primarily serving the aerospace and defense market.

Based on the fair value of the assets acquired and liabilities assumed, $763 million of goodwill and $509 million of other intangible assets was recognized for the acquisition, none of which is deductible for tax purposes.

The operating results of the acquisitions, which represent bolt-ons to existing TransDigm operating units, are presented within TransDigm's Power & Control or Airframe segment.

As of September 30, 2025, the measurement period (not to exceed one year) is open for certain Other Acquisitions; therefore, the assets acquired and liabilities assumed are subject to adjustment until the end of the respective measurement period.

The operating results of the acquisitions, which represent bolt-ons to existing TransDigm operating units, are presented within TransDigm's Power & Control or Airframe segment.

Of the $182 million of goodwill recognized for the acquisitions, $49 million is deductible for tax purposes over 15 years.

The increase in non-current contract assets is attributable to expected customer billing of certain contracts exceeding one year from September 30, 2025.

| Net income attributable to TD Group | | | 2,074 | | | | | | 1,714 | | | | | | 1,298 | | |

| Work-in-progress | | | 555 | | | | | | 508 | | |

| Finished goods | | | 288 | | | | | | 290 | | |

| Total | | | 2,365 | | | | | | 2,112 | | |

| Reserves for excess and obsolete inventory | | | (270) | | | | | | (236) | | |

| Balance at September 30, 2023 | | | $ | 4,208 | | | | | $ | 4,701 | | | | | $ | 79 | | | | | $ | 8,988 | |

The estimated fair value of the net identifiable tangible and intangible assets acquired is based on the acquisition method of accounting.